| The Company set forth above is referred to as
"Licensee" in this Agreement. 2. License.
Upon the execution of this Agreement by Quantum and Licensee, Quantum hereby grants to
Licensee, and Licensee accepts, a worldwide, nonexclusive, nontransferable, personal right
to use (i) the Quantum logos (or any substitute logos provided to Licensee under this
Agreement) as part of the Quantum Trainings solely in connection with files or content
and/or (ii) the trademarks as part of the Quantum Training Forms and Materials
(collectively, the "Forms"). The Forms may only be used by Licensee for
licensed Quantuum Trainings.
3. License Restrictions.
Licensee acknowledges that nothing in this Agreement shall give them any right, title
or interest in the Forms, other than the license rights granted herein. Licensee
shall not assign, transfer or sublicense this Agreement (or any right granted herein) in
any manner without the prior written consent of Quantum.
4. Criteria For Use; Inspection And Approval.
(a) Licensee agrees to maintain the quality of Licensee's use of the Forms that meets
or exceeds industry standards and at least commensurate with the quality of other training
or management consulting by Licensee.
(b) Upon reasonable request from Quantum, Licensee shall notify Quantum of the
trainings of Licensee's use of the Forms. Quantum may review Licensee's use of the
Forms periodically to evaluate Licensee's compliance with the quality standards described
in this Agreement. Licensee shall remedy any deficiencies in its use of the Forms, upon
reasonable notice from Quantum.
(c) Licensee shall indemnify, defend, and hold harmless Quantum from and against any
claims relating to Licensee's use of the Forms.
5. Identification And Use.
(a) Licensee shall include the following trademark attribution (i) in reasonably close
proximity to its first use of the Forms in any document or on a screen display or (ii) in
a location to which users are directed for statements concerning the ownership of
intellectual property rights of Licensee: Quantum Trainings and the Quantum logos are
trademarks of Quantum Management Systems Incorporated.
(b) Licensee acknowledges Quantum's ownership of the Forms. Licensee shall employ
best efforts to use the Forms in a manner that does not derogate from Quantum's rights in
the Forms and will take no action that will interfere with or diminish Quantum's rights in
the Forms. Licensee agrees that all uses of the Forms by Licensee will inure to the
benefit of Quantum. Licensee may not use the Forms in any way as an endorsement or
sponsorship by Quantum of a Licensee product, information or other content.
6. Warranty, Indemnification, And Limitation Of Liability.
(a) Quantum represents and warrants that use of the Forms in the United States of
America does not infringe any United States of America trademark.
(b) Subject to 6(c) below, Quantum agrees to indemnify, defend, and hold Licensee
harmless from and against any and all damages, costs, and expenses (including reasonable
attorneys' fees) incurred in connection with a claim which, if true, would constitute a
breach of the foregoing warranty, provided Quantum is notified promptly in writing of any
applicable infringement claim and Quantum has sole control over its defense or settlement,
and Licensee provides reasonable assistance in the defense of the same. If Quantum,
at its discretion, provides Licensee with a substitute Forms hereunder, Licensee shall
bear all liability for continued use of the previous Forms.
(c) Quantum makes no other warranties of any kind, either express or implied, with
respect to the Forms. In no event shall Quantum be liable for any consequential,
incidental, or special damages (including loss of business profits) arising from or
related to Licensee's use of the Forms, even if Quantum has been advised of the
possibility of such damages.
7. Term Of Agreement.
The date of execution of this Agreement by Quantum shall be the Effective Date of this
Agreement. The term of this Agreement shall be for a period of three (3) years from the
Effective Date and will automatically renew for successive one year terms unless either
party gives the other party written notice that it will not renew the agreement at least
thirty (30) days in advance of the renewal date. Quantum shall have the right to
terminate this Agreement with cause upon fifteen (15) days prior written notice or without
cause upon sixty (60) days prior written notice. From and after termination or expiration
of this Agreement, Licensee shall cease and desist from all use of the Forms and Quantum
Training Materials.
8. Notices.
All notices under this Agreement shall be in writing and shall be deemed given if
delivered personally, mailed by registered or certified mail, return receipt requested, or
sent by facsimile with a receipt confirmed by telephone, to Licensee or Quantum
("Attn: General Counsel") at the addresses set forth herein, or to such other
addresses as a party may notify the other party.
9. Miscellaneous
Upon execution by both Quantum and Licensee, this Agreement contains the entire
agreement of the parties with respect to the subject matter hereof, and shall supersede
and merge all prior and contemporaneous communications. It shall not be amended except by
a written agreement subsequent to the effective date and signed by authorized
representatives of each party.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada. Licensee hereby consents to jurisdiction and venue in the state and
federal courts sitting in the State of Nevada. If either party employs attorneys to
enforce any rights arising out of or related to this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys' fees, costs, and other expenses.
No waiver of any breach of any provision of this Agreement shall constitute a waiver of
any prior, concurrent or subsequent breach of the same or any other provision hereof, and
no waiver shall be effective unless made in writing and signed by an authorized
representative of the waiving party. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining
provisions shall remain in full force and effect. This Agreement shall not be construed as
creating a partnership, joint venture or agency relationship or as granting a franchise.
080196 Quantum Management Trademark and Copyright
License Agreement (Online Forms) 1 bba/wip???/ac form |