Brandvis™ Service Trade Mark License Agreement

THIS AGREEMENT is made between you (“Licensor”) and (“Brandvis™").

A. The Licensor is the proprietor of the trade marks (the “Trade Marks”)

B. Brandvis™ will use the Trade Marks in the Software, on Promotional Materials and on the Goods with the consent of the Licensor who permits Brandvis™ to do so on the terms and conditions set out herein.

1.1 “Goods”, the jackets, vests, polo shirts and other textiles, clothing and garments:

(a) manufactured and certified by Brandvis™; or
(b) manufactured by a third party with the prior written consent of Brandvis™ and certified by Brandvis™.

1.2 “Promotional Materials”, those materials that are used by Brandvis™ in connection with the promotion of its business including all advertising, marketing and promotional materials (including but not limited to press, television, Internet or radio advertisements, flyers, labels, package inserts, clothing, displays, posters, competitions and promotions, produced by or on behalf of the Brandvis).

1.3 “Software”, the software owned by Brandvis™, a licence of which to use such shall be granted to the Licensor under a separate agreement, for the purposes of designing and customising the Goods.

1.4 In consideration of the services which Brandvis™ shall provide to the Licensor, and other good and valuable consideration, the Licensor authorises Brandvis™ during the period of this Agreement to use the Trade Marks (a) in the Software, (b) on the Goods and (c) on the Promotional Materials. Brandvis™ may grant a sub-licence on terms similar to those contained in this Agreement to those of its contractors, sub-contractors, agents or other third parties that manufacture, produce or develop the Goods, Promotional Material or Software for and/or on behalf of Brandvis™.

1.5 The Licensor indemnifies and shall keep indemnified Brandvis™ against any liability, loss or damage incurred and arising out of a claim that the Trade Marks infringe the intellectual property or other rights of a third party.

1.6 The Licensor warrants that it is the proprietor or licensee of the Trade Marks and is authorised to enter into this Agreement.

1.7 Brandvis™ undertakes:

(a) to incorporate the Trade Marks into the Software for use by the Licensor pursuant to a Software licence agreement to be entered between the parties, to enable Licensor to customise the Goods;
(b) to manufacture (where appropriate) or procure the manufacture of, and certify the Goods in accordance with the terms of the SGS (UK) Ltd certificate and in accordance with the specification of, and the customised features chosen by the Licensor using the Software; and
(c) to use or permit third parties to use the Trade Marks in relation only to such Goods, the Software or the Promotional Materials.

1.8 Brandvis™ further undertakes to use the Trade Marks without alteration or modification (other than in respect of size) and only in such manner and with such acknowledgement of proprietorship as shall from time to time be stipulated by the Licensor.

1.9 This Agreement shall continue in force until terminated by either of the parties giving 30 days notice of termination in writing to the other party.

1.10 Any notice required to be given by either party to the other in relation to this Agreement shall be in writing and sent by registered post to the address at the head of this Agreement and shall be deemed to have been properly given and received four days after posting.

1.11 This Agreement is governed by and shall be construed in accordance with the laws of Ireland and any dispute in relation to it shall be subject to the exclusive jurisdiction of the courts in Ireland.