This Trademark License Agreement ("Agreement"), dated as of March 1, 2019 (the "Effective Date"), is by and between Eco Science Solutions, Inc. ("Licensor") and Haiku Holdings, LLC ("Licensee") (collectively, the "Parties," or each, individually, a "Party").
WHEREAS, Licensor owns the marks consisting of or incorporating herbo, [including the marks covered by the registrations and applications set forth on Schedule 1] ("Licensed Marks"); and
WHEREAS, Licensee wishes to use the Licensed Marks, and Licensor is willing to grant to Licensee a license to use the Licensed Marks in accordance with the terms set forth herein, to facilitate Licensee's conduct of its business, including without limitation lead generation or referral services for one or more financing parties ("Lead Generation Services").
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.1 | License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee during the Term (as defined below) an exclusive, worldwide, perpetual, non-transferable (except as provided in Section 7), sublicensable license to use the Licensed Marks in connection with the conduct of any lawful business, and use of the Licensed Marks as part of Licensee's (or one or more affiliates) corporate name, company name, or trade name, as applicable. |
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4. Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its affiliates, officers, directors, managers, members, employees, agents, attorneys, and representatives (collectively, "Indemnified Parties") against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys' fees) ("Losses") arising out of or in connection with any third-party claim, suit, action, or proceeding relating to: (a) any breach of this Agreement by the Indemnifying Party; or (b) the negligence or willful misconduct of the Indemnifying Party. In addition, Licensor shall indemnify, defend, and hold harmless Licensee and its Indemnified Parties against any Losses arising out of or in connection with any third-party claim, suit, action or proceeding claiming or alleging that Licensee's use of the Licensed Marks infringes or misappropriates such third party's intellectual property rights (including trademark, patent, copyright, or trade secret rights).
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7. Assignment. Licensee may not assign or transfer any of its rights or obligations under this Agreement other than to one of its affiliates without Licensor's prior written consent. Any purported assignment or transfer in violation of this Section --7 will be void and of no force and effect.
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If to Licensor: | Eco Science Solutions, Inc. 1135 Makawao Ave Suite 103-188 Makawao, HI 96768 Facsimile: 949-366-3181 Email: mike.rountree@useherbo.com Attention: Jeff Taylor, CEO |
If to Licensee: | Haiku Holding LLC 300 S El Camino Real Ste 206 San Clemente, CA 92672 Facsimile: 949-366-3181 Email: Mrountee@rountreeconsulting.com Attention: Michael Rountree, Owner |
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date by their respective officers thereunto duly authorized.
LICENSOR:
Eco Science Solutions, Inc. By: /s/Jeffery Taylor _______________________________ Name: Jeffery Taylor Title: CEO LICENSEE: | |
Haiku Holdings, LLC By: /s/Michael Rountree _______________________________ Name: Michael Rountree Title: Owner |
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Licensed Marks]
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