AGREEMENT FOR USE OF TRADE MARK
THIS AGREEMENT is made at ________
this______ day of ________ between M/s. ______________________________ a
Company incorporated under the laws of__________ and having its office at
____________ of the One Part and M/s ________________________________, a company
registered under the Indian Companies Act, 1956, and having its registered
office at _____ of the Other Part.
WHEREAS the Foreign Company is
manufacturing a specialized article by name _____ and which the Foreign Company
under a registered Trade Mark sells, the particulars of which are given in the
Schedule hereunder written.
AND WHEREAS the Indian Company is
manufacturing the same product with the know-how and expert or technical advice
and guidance of the Foreign Company in India under a separate agreement entered
into between the parties hereto.
AND WHEREAS the Foreign Company declares
that the Trade Mark is duly registered under the laws in ____________ and is
valid and subsisting and the Foreign Company has a right to allow the same to
be used by any party outside the said Country.
AND WHEREAS the Indian Company has
requested the Foreign Company to allow the Indian Company to use the same Trade
Mark In the sale of the said product in India and which the Foreign Company has
agreed to do on the following terms and conditions agreed upon between the
parties.
AND WHEREAS the Govt. of India has given
Its approval to this agreement as is evidenced by the letter dated _____ of the
Govt. of India in the Ministry of Commerce and Industry.
AND WHEREAS it Is now proposed to record
the said terms and conditions in the manner following.
NOW IT IS AGREED BETWEEN THE PARTIES
HERETO AS FOLLOWS:
1.
The
Foreign Company agrees to allow and hereby grants the exclusive right to use
the said Trade Mark mentioned In the Schedule hereunder written in relation to
the said product manufactured and sold by the Indian Company in India. during
the remaining portion of the period for which the registration of the said
Trade Mark shall stand valid or during the period c)f this agreement whichever
period expires earlier.
2.
The
Indian Company shall get its name registered as the user of the said Trade Mark
in India as required by the Indian Law and the Foreign Company will give its
written consent to the application that will be made by the Indian Company to
the Registrar of Trade Marks in India for that purpose. All expenses required
for that purpose will be on account of the Indian Company.
3.
The
Indian Company will use the said Trade Mark only for the sale of the said
product in India and not for any other goods or anywhere outside India.
4.
The
Foreign Company has agreed to allow the use of the said Trade Mark only If and
so long as the said product is manufactured according to the specifications and
standards laid down by the Foreign Company and with the help of the know-how
supplied by the Foreign Company to the Indian Company. If at any time, the
Foreign Company finds that the said product is not up to such specifications
and standards the Foreign Company will be entitled to withdraw the license or
permission granted by the Foreign Company by this agreement and to cancel this
agreement giving three months' prior
notice to the Indian Company in that behalf.
5.
In
the event of the cancellation of this agreement under the above mentioned
clause or any other provision herein contained, the Indian Company will
forthwith stop the usage of the said Trade Mark and withdraw all
advertisements, posters and other material referring to the said Trade Mark in
any manner. In such event, the registration of the Trade Mark for user will also
be got cancelled by the Indian Company. ,
6.
In all advertisements. labels or packing,
posters, and other material in which the said Trade Mark is used, it will also
be mentioned that the Trade Mark belongs to the Foreign Company and the Indian
Company is allowed to use the same.
7.
The
Indian Company will be vigilant to see that the said Trade Mark or any other
mark similar thereto is not used or passed off by any other person as the Trade
Mark of that person and in the event of such use, shall take immediate legal
action civil and/or criminal to prevent the use thereof or in the event of its
being used to claim damages for infringement thereof. The Foreign Company will,
in such event execute a power of attorney in favour of the Indian Company
authorizing the Indian Company to take such action, civil or criminal in the
name of the Foreign Company provided that such action shall not be taken
without the written consent of the Foreign Company and if taken shall not be
further prosecuted unless it is ratified by the Foreign Company in writing.
8.
Except
the right to use the said Trade Mark during the subsistence of this agreement.
the Indian Company shall not have or claim to have any other right to the said
Trade Mark.
9.
In
consideration of the permission or license to use the said Trade Mark the
Indian Company shall pay to the Foreign Company in the manner following:
____________ ____________ ____________ __________
10.
All
payments to be made by one party hereto to the other under this agreement shall
be subject to the permission of the Reserve Bank of India and shall be made in
the manner sanctioned by the said Bank.
11.
The
said Letters of approval issued by the Govt,. of India hereinbefore recited and
hereto annexed, shall be deemed to form part of this agreement and any term of
this agreement which is contrary to or inconsistent with any term or condition
of the said letter. the same will be treated as void and of no effect.
12.
The
duration of this agreement shall be a period of__. years, subject to the other
provisions herein contained. The said period may be extended by mutual consent.
13.
This
agreement will be treated as terminated on the happening of any of the events below
mentioned.
(i) If
any party hereto commits breach of any provisions of this agreement and the
party who is alleged to have committed breach Is served with a notice by the
other party, three months prior to the intended date of termination by the
other party and the former party has failed to amend the breach within the said
period.
(ii) If
any event happens which will make the performance of this agreement impossible
Including any force majored event.
(iii) If
either the Indian Company or the Foreign Company goes into either voluntary or
compulsory liquidation according to or under the law by which it is governed
(iv) If
the parties hereto mutually agree to terminate this agreement.
14.
All
the sanctions, approvals, permissions, licenses and other requirements of the
Government of India and of any statutory authorities required for giving effect
to all the terms and conditions. of this agreement shall be obtained by the
Indian Company.
15.
In
the event of any dispute or difference arising between the parties hereto or as
to the rights and obligations under this agreement or as to any claim, monetary
or otherwise of one party against the other or as to the interpretation and
effect of any terms and conditions of this agreement, such dispute or
difference shall be referred to Arbitration of a common Arbitrator If agreed
upon, otherwise to two Arbitrators one to be appointed by each of the parties to
this agreement and such Arbitration shall be governed by the Indian Arbitration
& Conciliation Act 1996. The venue for such Arbitration shall be
__________. in India.
16.
The
validity of this agreement and the effect or meaning of the terms hereof will
be decided according to the Indian Law.
17.
Any
communication by one party to the other shall be made by registered post
through airmail, with acknowledgement due or by telex or fax or cable. In case
the communication is made by telex or fax or cable, the same will be
subsequently but immediately thereafter confirmed by written communication sent
by registered post as aforesaid. Any evidence showing the communication was
posted or telex, fax or cable communication was made will be sufficient to
prove the posting or sending the communication.
18.
In
this agreement the expression know-how shall include technical information such
as Inventories, formulae, process, engineering and manufacturing skill.
scientific data, calculations, specifications, drawings, standards, sketches
and all other relevant information and knowledge.
19.
Each
of the parties hereto shall be deemed to Include its successors or permitted
assigns.
THE SCHEDULE ABOVE REFERRED TO
IN WITNESS WHEREOF the parties have put
their respective seals the day and year first hereinabove written.
The common seal of
M/s__________________________,
is hereunto affixed pursuant to the resolution
of the
Board of Directors
dated ____________ in the presence of
Mr_____________,a
Director duly authorized in that behalf
The common seal of
M/s____________________________,
is hereunto affixed
pursuant to the resolution of the
Board of Directors
dated____________ in the presence of
Mr. ___________ a Director, duly authorized in that behalf.
Witnesses;
1.
2.
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