Licence to use trade mark

THIS DEED OF LICENCE is made on this 11th day of November 2010 between RP Co. Ltd., a company registered under the appropriate laws of the USA and carrying on business at San Francisco, USA, hereinafter called the licensor (which term shall unless excluded by or repugnant to the context include its successors and assigns) of the one part and AB Co. Ltd. a company registered under the Companies Act 1956 and carrying on business at ............. hereinafter referred to as the licensee (which term shall unless excluded by or repugnant to the context include its permitted nominees) of the other part.

WHEREAS the licensor is the manufacturer of and dealer in Computers for office purposes and hold the registered Trade Mark COMOF being Trade Mark No. 5 in Class No. I in respect of Computers for office purposes.

AND WHEREAS the LICENSOR intends to expand its business and sell its products under its Trade Mark in India and Eastern Asia.

AND WHEREAS the licensee in India has a manufacturing Unit to manufacture Computers.

AND WHEREAS the licensee has approached the licensor to grant licence to use the Licensor's Trade Mark COMOF for sale of the products manufactured by the LICENSEE.

AND WHEREAS the licensor has agreed to allow the licensee to use its said Trade Mark COMOF to sell the Licensee's products on certain terms and conditions.

Now THEREFORE THESE PRESENTS witnesseth and the parties hereby agree as follows:
1. The LICENSOR hereby doth grant to the LICENSEE non-exclusive right to use the Licensor's Trade Mark COMOF in India and Eastern Asia for sale of its computers, components and parts under the Trade Name COMOF.
2. The use of the Trade Mark by the licensee shall be confined only to the items that might be manufactured by the licensee at its own factory.
The licensee shall pay half-yearly to the licensor licence fee at the rate of 10% on the turnover of business of the licensee and such payment to be made by 30th June and 31st December every year.
3. The licensee shall comply with the requirements and provisions of all laws rules and regulations in relation to manufacture and sale of computers and its components under the said Trade Mark of the licensor.
4. The licensee shall manufacture and sell computers under the said Trade Mark COMOF in accordance with the specifications, make-up, brand and packing that the LICENSOR may from time to time intimate to the LICENSEE.
5. The licensor shall have access to the manufacturing unit of the Licensee and to inspect the Licensee's books of accounts and other records at all reasonable times on giving prior notice.
6. The licensee agrees, declares and covenants not to use the said Trade Mark or advertise or publish in newspapers and journals or in labels or in any other documents or packages or do anything having the effect of diluting the distinctiveness of the trade mark of the licensor and the licensee shall give indications either visually or phonetically to the purchasing public that the licensee is using the Trade Mark COMOF as the licensee of the licensor.
7. The licensee undertakes to compensate the licensor and keep the licensor harmless from and indemnified against all claims, proceedings, losses, costs and expenses for any wilful or negligent conduct of the licensee in relation to the use of the Trade Mark of the licensor.
8. The licensee shall not acquire any right of registration of the Trade Mark by virtue of the licensee manufacturing and selling computers as user of the Trade Mark COMOF for any number of years or after termination of the licence or otherwise.
9. The licensee shall inform the licensor any infringement of the Licensor's Trade Mark COMOF with particulars of the infringement or passing off and the names and addresses of the offenders.
10. The licensor shall take and/or permit the licensee to take all possible legal steps for the protection and preservation of the Trade Mark and prevention of its infringement or passing off by any person.
11. This agreement is terminable by giving 3 months notice from either side.
12. In any legal proceedings or in any action against the infringement or passing off in relation to the Trade Mark of the goods covered by the Licence the licensee will take appropriate steps to protect the interests of the licensor and allow the licensor to take any legal action or steps and to join the licensee as a party therein.

The Schedule
IN WITNESS WHEREOF the parties herein have executed these presents on the day, month and year first above-written.
Signed, sealed and delivered by
Mr……………the Constituted
Attorney of RP Co. Ltd. in the presence of:
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