Trademark Use Agreement

Trademark Use Agreement
It is on the day of ..................... corresponding to ..... / ...... / ............ It was agreed upon between: -
First: - The first party (the owner of the trademark) and his full details are mentioned
And referred to in this agreement later as (the first party).

Second: - The second party (who is authorized to use the trademark, and his details are mentioned in full
                                                                                                                                                     And referred to in this agreement later as the (second party).
Concerning the trademark: - (.................................) registered with the Trademark Registrar in ........ ............................... Under .................. Number .................. date ................ "and hereinafter referred to as (trademark")
Whereas, the first party is the owner of the mentioned trademark and the owner of all its rights stipulated under the law, including the right to license others to use it within the limits of the conditions agreed upon and determined by the scope of the license to use.
Whereas, the second party desires to use this trademark within the limits and terms of this usage agreement.
The two parties, while they are fully qualified and with their legitimate and legal consent, have agreed on the following: -
Article 1: - Introduction
The introduction to this agreement is binding and an integral part thereof.
Article 2: - The license to use, its scope, duration and allowance
A- The first party agrees and authorizes the use of (the trademark) by the second party for a period of ............ starting from the date of ............, renewed automatically (or) ( This license agreement is considered expired by the expiry of the period, and any agreement to use for a subsequent period after the end of the agreement must be concluded according to a new agreement between the two parties, and this agreement is not considered renewed or renewable in any way)
B- The use of the trademark is limited to placing it on the products of the second party (or certain products that are named) and the sign of the shop located in ..... ........................, and by using them for correspondence and documents related to the aforementioned shop only (meaning that the scope of use is accurately mentioned), and it may not be used for any purposes and in any place other than what Specify exclusively in this article.
C- The second party pays the first party for the use of the trademark an amount of ......... annually (or its percentage ... in sales or net sales or ... etc, paid (monthly or every three) Months or annually ... etc.) and the accounting takes place between the two parties or whoever designates him for this purpose on the (accounting date) .. and sales records (accounting entries, revenues or budgets ... etc) are approved by the second party to indicate the proceeds of the use to be paid to the first party with the right of the latter By reviewing at all times any accounting records or documents or on the sales system to verify the validity of accounting and the validity of the allowance without any opposition from the second party, and the failure of the second party to pay the agreed upon allowance or a breach of it by enabling the first party to verify its authenticity in the aforementioned way is deemed necessary to apply the ruling Article 4 of this agreement.
D - The first party provides the second party with any books or statements required by any official or private party stating the authorization to use the trademark in accordance with the terms of the usage agreement and in an appropriate manner for the benefit of both parties.
E- This use agreement shall be registered with the Trademark Registrar in ....................., and its failure to register it or delaying it for any reason does not prejudice the rights of the parties and the other provisions stipulated therein.
Article 3: - Responsibility for use
The second party undertakes a final and conclusive undertaking - not subject to opposition, denial, or plea to contradict it - to use the trademark lawfully within the limits and purposes stipulated in Article Two only, and it acknowledges its legal responsibility for any claims or obligations arising towards the aforementioned shop or towards the second party related to the use of these The mark, including responsibility for any violations decided under Jordanian laws, including intellectual property laws of all kinds, and responsibility for any claims related to this use from third parties, whether they are related to contractual financial claims or related to legal responsibilities arising from the work of the shop and / or from the use of the mark by the second party The first party does not bear any responsibility towards third parties or any of the private or governmental authorities for the use of this mark by the second party in any way of use.

Article 4: - Implementation of obligations and termination and denial of the agreement.
A- The first party undertakes to guarantee the use of the trademark by the second party and to ensure that it will not be subjected to this use for the period specified in this agreement and to keep the trademark registered during that agreement and not to denounce or revoke this agreement or challenge this use during its validity unless the second party commits any compelling violation To terminate this agreement according to what is decided in the following paragraphs of this article.
B- Notwithstanding what any legislation or laws stipulate, the first party has the right to terminate this agreement by a written notice addressed to the second party in the event that the trademark is used for other than its purposes or used illegally or the second party exceeds the scope of use specified in this agreement or breaches it by paying the usage fees. Or a breach of the right of the first party to verify the validity of the allowance and review the restrictions stipulated in Paragraph (c) of Article Two, or the second party’s violation of this use of the laws in force and exposing the first party to responsibility for these violations, and the second party is committed without opposition or denial to remove the banners that Carrying the trademark and stopping its use on any products, papers, promotional materials, correspondence or accounting documents within a maximum period of two months from the date of notification of the termination and termination of the agreement, and this does not prejudice the right of the first party to obtain a usage allowance until the last day on which the trademark was used in any form Of the photographs or his right to obtain compensation for illegal use.
C- This agreement is considered nullified on its expiry date (if it is for a fixed period). After this date, it is not permissible to continue using the trademark in any way. The signs must be removed and the use of correspondence, products, promotional materials and other materials must be stopped. It is also considered nullified in the event of cancellation of the mark. Or cancellation or discontinuation of its use according to a court ruling or a decision of the Trademark Registrar.
Article 5: - Legal jurisdiction, selected addresses, and dispute resolution methods
A- The substantive and procedural laws ................ shall be applied in all matters not stipulated in this agreement
B- In the event of a dispute or disagreement over the interpretation or implementation of the provisions of this agreement and what may arise from it and in everything related to it between the parties, and in general any dispute related to the relationship between the two parties subject of this agreement shall be referred to arbitration before ......... ...............
C- The two parties acknowledge that the addresses affixed to each of them are the place chosen to process the notifications, and any notifications, notifications or correspondence on these addresses are considered correct and produce their legal effects, unless either party notifies the other party of changing its address with a written notification of acknowledgment of receipt.
D- In the relationship between the two parties, for the purposes of proof and dangers, judicial warnings and postal correspondence of all kinds, telephone communications and faxes signed by the sender, are accepted. E-mail messages are accepted according to the usual and usual system between the two parties and in general any means of communication that achieve the safety of the two parties' knowledge of what the other sends and which show circumstances. Status, declaration or acceptance, express or implicit, that the party to whom it was sent had knowledge of its content.
Article 6: - Final provisions
A- All articles of this agreement are binding and are one and indivisible unit. They shall be implemented and interpreted on the basis and in accordance with the concept and requirements of the principle of good faith.
B- This agreement was drawn up from six articles, including this article, and from three original copies, each party has a copy to act accordingly. The third is deposited for registration with the Trademark Registrar at .................... ....................
Signatures