REGISTERED
USER AGREEMENT [CD1]
THIS
AGREEMENT MADE BETWEEN
M/s
___________________________________ a company incorporated under the enactments
of the Companies Act, 1956 and with its registered office at
________________________ hereinafter referred to as "the Registered
Proprietor" of the One Part
AND
M/s__________________________________________
a partnership firm registered under Partnership Act, 1932 having office at
______________________________, hereinafter referred to as the "User"
of the other Part.
WHEREAS
(a)
The Registered Proprietor
being one of the leading companies in manufacturing, marketing and sale of
________________________________ products and holds registration of the Trade
Mark "XYZ", being registration No._________________________ in class
_______ in the fourth schedule of the Trade and Merchandise Marks Rules, 1959
concerning the ___________________________ products.
(b)
The User recognizes that the
Registered Proprietor being the registered legal owner of the Trade Mark
"XYZ" as registered in India and the User wants to use the above
stated Trademark, after it referred to as the "said Mark".
c) The Registered Proprietor
and the User have consented that the Registered Proprietor and the User shall
conjointly apply for the registration of the User as the Registered User for
all Trade marks registered or for which a registration application has been
applied in India by the Registered Proprietor.
NOW
IN CONSIDERATION OF THE MUTUAL PROMISES THIS AGREEMENT WITNESSED AS UNDER:
1. ALLOWING
OF RIGHT IN USING THE TRADE MARK
The
Registered Proprietor hereby allows to the User, exclusively right in using the
said Mark during the term of this Agreement subject to the terms/conditions
stated here in below. It is expressly construed and consented that this
agreement does not in any way give right to User, either impliedly or
otherwise, for using any other name or trademark of the Registered Proprietor,
other than the one given herein this Agreement.
2. USER
AGREEMENT.
a.
The User acknowledges that
all rights, titles, proprietary and interest in and goodwill attached to the
trademark are and shall remain conferred in the Registered Proprietor and the
User shall not, on its own or in help of or helping any other person take any
action that may invalidate, prejudice or impair any rights of the Registered
Proprietor in and to the said mark.
b.
The User also consents and
covenants that it shall not assail the title of the Registered Proprietor to
said Mark or assail the legality of this Agreement .The User shall not try to
register or record the said mark as such or in any altered form or use or try
to register or record any mark which is either in whole or in part of the same
or as confusing similar thereto in any state, region or country, either during
the term of this Agreement or after ending or termination thereof.
c.
User consents any and all
uses of the said mark by them in anticipation of this Agreement shall inure
solely to the advantage of and on behalf of the Registered Proprietor.
d.
User consents in reporting
to the Registered Proprietor after they notice, any doubtful breach or
disparaging use of the said mark or with trade name, trade mark, or symbol as
owned by Registered Proprietor.
e.
User shall not transfer,
assign or sub-license the license hereby allowed or any rights allowed herein
in any manner.
f.
Any latches or omission or
failure by User for enforcing any of the terms/conditions of this Agreement
shall not affect or limit the rights of Registered Proprietor and any waiving
by the Registered Proprietor of any infringement of any enactments of this
Agreement shall not be understood as waiving of any continuing or succeeding
contravention of any enactment.
g.
Excepting as laid herein,
the User shall not reproduce, vend publish, or in any way commercially exploit
the said Mark or grant such reproduction, vending , publication or exploitation
by any employee or independent contractor reserved for the purposes of doing
out its activities.
h.
The User will only use the
said mark till he manufactures his goods according to terms/specifications
descried by the Registered Proprietor.
i.
The User shall give to
Registered user from any time on its express request, sample of products using
the said mark. If any such sample wished by the Registered Proprietor is not
found in conformity with the standards and specifications of the Registered
Proprietor then, on notice of such fact, User shall stop using such
non-conforming product using said Mark til such non-conformance is rectified
and express approval received from the Registered Proprietor intended that such
product is in conformity to the standards and specifications of the Registered
proprietor.
j.
The User consents in giving
the Registered Proprietor approach to his venue of manufacture whenever needed
and also help in its inspection.
k.
The User agrees in not using
the said Mark on advertisements, journals, labels and on other documents in
such a way that the said mark may in any way become mixed concerning the
distinctiveness or legality. An indication either by eye or representatively
shall be given to the buying public to the limit that the User uses the said
Mark by virtue of allowed use only.
3. APPLICATION
TO THE REGISTRAR OF TRADEMARKS
The
User contents to apply the compulsory application jointly with the Registered
Proprietor to the proper office of Registrar of Trade Mark in Performa as laid
under the Trade and Merchandise Marks Act 1958.
4. ROYALTY
Both
the parties hereby consent that no royalty shall be paid by the User to the
Registered Proprietor for allowing exclusively right in using the said
Mark
5. DISCLAIMER
AND INDEMNITY
a.
By This Agreement the User
does not become an agent, partner or legal representative of the Registered
Proprietor and neither party shall be obliged on behalf of the other party,
except as contained herein.
b.
Subject to any law against
it and to the maximum limit allowed under law, the Registered Proprietor on its
behalf, its directors, employees and representatives renunciating claims all
liability and the User releases the Registered Proprietor and their directors,
employees and representatives from whole liability for any loss/damage (whether
predictable or not) sustained by any person including the User by using of the
said Mark.
c.
The Registered Proprietor is
not liable for any actions by third parties emerging out of the use by the User
of the said Mark.
6.
EFFECTIVE DATE AND TERMINATION
This
Agreement shall begin on the date stated herein above, if however that this
covenant shall at once terminate on cancellation of license hereby allowed by
the Registered Proprietor.
a. The
Registered Proprietor shall be entitled in terminated this Agreement in any of
the following eventualities: Any contravention of this Agreement by the User
including but not restricted to misuse, passing off, unauthorized use,
contravention, mixing and disparagement of said Mark, not remedied by thirty
(30) days after date of express notice thereto if such contravention can be
remedied.
b. The
User evaded disclosure or misrepresented, any material fact which if correctly
presented would have justified the denial by the Registered proprietor to
entering this Agreement
c. Insolvency/bankruptcy
of the User;
d. Appointment
a trustee or receiver of the User; and
e. If
the User shall be ended, either by himself or involuntarily, or if any order
shall be passed or effective resolution be passed for liquidating of the
User.
On happening of the
above-stated eventualities or any other event materially/adversely effecting
this Agreement the Registered Proprietor shall be just with in its rights to
apply in the prescribed Performa to Registrar of the Trademarks for canceling
of the registration of the user as Registered User
The
enactments of this article are without prejudicing any other remedy (ies) which
the Registered Proprietor may be having due to default of the User.
On termination, the User
shall at once not use the said mark, and will obey all other future
instructions, directions and specifications that the Registered proprietor may
give to the User concerning the use of said Mark. The User shall acknowledge
and execute any/all documents, and acting on things, as requested by the
Registered Proprietor in establishing, protecting and sustaining the said
mark.
7. NOTICES
All notices, agreements and
sanctions needed to be served or given by either party to other shall be
considered to have been duly served or given if the same shall be handed over
to, left at, or sent by airmail, registered post, courier, or fax by either party
to the other at its principal/registered office. If however that either party
shall be entitled in intimating other of any other address where such
sanctions, agreements and notices shall be received by it and the same shall be
considered to have been duly served or given if the same shall have been handed
over to, left at or sent by airmail, registered post, courier, or fax to such
party at such other address
8. ARBITRATION
All controversies or
disagreements emerging out of or in relation with any of the terms of this
Agreement shall be decided through negotiations amicably per good faith for a
period of upto _____ days and failing which shall be decided finally and
exclusively per arbitration by arbitral tribunal. Arbitral tribunal should
conducted arbitration according to rules of Conciliation and Arbitration of
International Chamber of Commerce, as modified from the time being. Each
arbitral tribunal shall comprise three arbitrators, one to be selected by each
party and the third to be selected by the arbitrators selected by each party.
The venue of arbitration shall be ________________________________________
(Name of the city and country). The language used in all written documents laid
in arbitration shall be English. Any decision/award of an arbitral tribunal
shall be conclusive and bind the parties.
IN
WITNESS WHERE OF, the parties have executed this Agreement through their duly
authorized officers on the dates set forth below:
Date:
Name
_____________________ Designation: ________________
Signed
for the Registered Proprietor
Name:___________________
Designation: __________________
Signed for User
Witnesses:
1. Name:
__________________
2. Name:
__________________
Address:
__________________
Address:
___________________
Occupation:________________
Occupation:
_________________
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