License and Transfer Agreement
Category: 270 Legal Recent Posts, License Agreements
LICENSE & TRANSFER AGREEMENT
THIS LICENSE AND TRANSFER AGREEMENT (this “Agreement”) is effective as of April 15, 2007, by and between Caler & Company, Inc., an OHIO corporation (”LICENSOR’’), and Guardian Zone Technologies, Inc., a Delaware corporation (”LICENSEE’’).
RECITALS
WHEREAS, LICENSOR currently owns the common law and/or registered copyright and service/trade marks and related marks and intellectual property rights in the brand names and designations (collectively ”Licensed Property’’) created by LICENSOR specifically for use in LICENSEE’s wireless location products business (the “Business”);
WHEREAS, the parties desire that LICENSEE have the right to use the Licensed Property in the Territory (as hereinafter defined) pursuant to the provisions of this Agreement and further, upon full payment to LICENSOR for creation of the Licensed Property, LICENSEE should be the rightful owner of all such Licensed Property going forward.
NOW, THEREFORE, in consideration of the mutual provisions herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE 1 – GRANT OF LICENSE
1.1.1 Perpetual License to use Licensed Property.
LICENSOR grants to LICENSEE an exclusive, non-transferable, indivisible, perpetual license (the “License”) to use the Licensed Property in any respect related to the operation, management and advertisement of LICENSEE’s Business worldwide (the “Territory”),provided LICENSEE properly complies with all the provisions of this Agreement.
1.1.2 Licensed Property.
The term ”Licensed Property’’ shall mean LICENSOR’s copyrights and service/trade and related marks and intellectual property rights listed in Exhibit A, attached hereto and fully incorporated herein.
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