LICENSE AGREEMENT FOR USE OF BRAND PEFC
.. day of ... the year .. 20..
Between:
FIRST: " PORTUGUESE COUNCIL OF FOREST " called CFFP, corporate number "," headquartered at Rua Marques Sá da Bandeira, n. 74, 2. Floor, in Lisbon, herein represented by its President "," and by its Treasurer, "" hereinafter referred to as the FIRST PARTY,
And
SECOND: ".." .. corporate number, based on ...... , herein represented by ... acting ...., hereinafter referred to as SECOND PARTY
WHEREAS:
One.
The PEFC Council (Programme for the Endorsement of Forest Certification Schemes) is the proprietor of a Community trade mark number 1144351 "PEFC", which is a trademark protected by intellectual property rights;
Two.
The Community trade mark referred to in the preceding paragraph of these RECITALS, was requested by the PEFC Council, on 19 April 1999.
Three.
That mark includes classes 4.16, 19, 20, 31 and 35 of the International Classification.
Four.
It is a brand that is free of any tax.
Five.
The PEFC Council has delegated, on an exclusive basis for the Portuguese territory, his performance at the FIRST PARTY, through a license agreement to use;
Six.
The SECOND PARTY has demonstrated compliance with the criteria for recognition of training organizations for courses PEFC forest auditors and / or intends to announce the PEFC scheme and principles for promotional purposes and to support their work, attested by the FIRST PARTY, with validity for one year.
Seven.
The SECOND PARTY has an interest in obtaining the recognition referred to in paragraph 6 of the RECITALS of this contract.
Eight.
The SECOND PARTY's main activity is to ......
Nine.
The conditions of use and reproduction of the PEFC logo, are set out in the Manual of Standards for the use and reproduction of the PEFC logo, hereinafter referred to as MANUAL, which becomes an integral part of this contract as Attachment 1.
Ten.
The SECOND PARTY hereby represents, understands and accepts the terms and conditions of use of the PEFC logo, under the MANUAL.
It is RECIPROCALLY ACCEPT AND CONCLUDED AN AGREEMENT FOR USE OF THE BRAND "PEFC" which is governed UNDER THE FOLLOWING TERMS:
SECTION ONE
1. This contract is for the granting of the license to use the trademark community described in paragraph 1 (a) of RECITALS, with the purpose of the SECOND PARTY promote or advertise the PEFC scheme and principles for the sole purpose of developing training activities and / or announce the PEFC scheme and principles for promotional purposes and to support their activity.
2. The mentioned brand is a graph composed by the figure of two trees within a circle, appearing at the bottom of that circle the acronyms PEFC under point 3.2 MANUAL.
3. The conditions, contents and methods of training are provided in the Guide for the Recognition of Training Courses PEFC, hereinafter referred to as RECOGNITION GUIDE, which becomes an integral part of this contract as Attachment 2.
4. The SECOND PARTY hereby represents, understands and accepts the terms and conditions set out in RECOGNITION GUIDE and ensures its updating, being the latest version available on the website (http://www.pefcportugal.cffp.pt/).
SECTION TWO
1. According to an order of registration, the FIRST PARTY acknowledges the Specific Training Courses PEFC, which are the object of the RECOGNITION GUIDE taught by SECOND PARTY, being awarded the license number (...... ) to be placed at the bottom of the logo, under section 3 of MANUAL.
2. The registration number mentioned in the preceding paragraph of this clause shall be assigned exclusively to the SECOND PARTY.
SECTION THREE
1. By this contract, the FIRST PARTY authorizes the SECOND PARTY to use the PEFC logo on all promotions and training and promotional actions provided, inter alia, in their printed publications, posters, brochures, advertising, and other documents allowed by MANUAL.
2. Whenever the PEFC logo is used under the preceding paragraph, of this clause, it shall include the symbol ™ (Trade Mark), along with the elements defined in paragraph 2 of CLAUSE FIRST and SECOND CLAUSE number 1 of this contract.
SECTION FOUR
1. For the purpose of implementing the use of the PEFC logo, the FIRST PARTY agrees to provide the SECOND PARTY, on this date, a "KIT" of reproduction of the PEFC logo in digital format.
2. The PEFC logo shall be reproduced by the SECOND PARTY according to the measurements, colours and shapes specified in section 3 (three) of MANUAL.
SECTION FIVE
1. The assignment of the license to use the brand through the use of the PEFC logo, by the FIRST PARTY, is non-exclusive.
2. The FIRST PARTY may assign the license to use the brand through the use of the PEFC logo to other legal entities.
3. The assignment of the license to use the brand through the use of the PEFC logo, does not exclude the use and exploitation of the same by the FIRST PARTY, for the identification of all products and services within the scope of trademark protection.
4. The FIRST PARTY may disclose by itself or others, regardless of the nature of the format, the existence of the subject courses which are the object of the RECOGNITION GUIDE.
SECTION SIX
1. For recognition, mentioned in paragraphs 6 (six) and seven (7) of the RECITALS of this contract SECOND PARTY shall pay the FIRST PARTY an initial rate of recognition of € 1,500.00 (one thousand five hundred euros) and for each renewal a rate of € 500.00 (five hundred euros).
2. In each training session the SECOND PARTY owes to the FIRST PARTY, an administrative fee, per trainee, € 110 (one hundred and ten euros) in the course “auditor of forest PEFC Portugal”, € 70 (seventy euros) in “auditors in the course of chain of responsibility PEFC” and € 50 (fifty euros) in the “course of implementation of chain responsibility”.
3. To have and maintain the right to use the logo, the SECOND PARTY shall pay and update the rate and those stipulated in paragraphs 1 (a) and 2 (two) of this clause.
4. The fees referred to in the preceding paragraph of this clause shall be settled by the FIRST PARTY to the SECOND, within thirty days from the date of invoice.
5. The fees imposed by this clause may be updated if these are well communicated to the SECOND PARTY thirty (30) days in advance.
6. The associate members in CFFP are excluded from the obligation referred to in paragraph 1.
SECTION SEVEN
1. The SECOND PARTY hereby authorizes the FIRST PARTY, to publish the name, address, registration number and activities in all sorts of publications, including on the Internet pages of the FIRST PARTY and the PEFC Council, as holder of the recognition mentioned in paragraphs 6 (six) and seven (7) of RECITALS.
2. The FIRST PARTY ensures the confidentiality of all data provided in the preceding paragraph of this clause.
SECTION EIGHT
FIRST PARTY agrees to maintain the validity of the license of the brand through the use of the PEFC logo, acquired pursuant to paragraph 5 of RECITALS.
SECTION NINE
Whenever SECOND PARTY becomes aware of any breach or alleged breach of the licensed mark, which is the subject of this contract, as well as forgery or misuse thereof, it shall report immediately and urgently these facts to the FIRST PARTY.
SECTION TEN
The license to use the trademark, which is the subject of this contract can not be transferred, assigned, encumbered, split, divided, by any means, in whole or in part, by the SECOND PARTY.
SECTION ELEVEN
1. This contract may be renewed if the SECOND PARTY obtain revalidation of recognition mentioned in paragraphs 6 (six) and seven (7) of RECITALS.
2. In this case SECOND PARTY will be due by the FIRST PARTY the rate referred to in paragraph 1 of clause six of this contract.
3. The recognition criteria mentioned in paragraphs 6 (six) and seven (7) of RECITALS may be revised and their adjustment, the exact terms set by the FIRST PARTY.
SECTION TWELVE
1. Failure to meet any of the obligations of this contract, including the obligations established in the MANUAL GUIDE RECOGNITION, entitles the counterparty, in legal terms, to terminate the contract and claim compensation under General laws.
2. The resolution referred to in the preceding paragraph will be driven by either party, after written notice, sent by registered letter with acknowledgment of receipt.
SECTION THIRTEEN
1. The FIRST PARTY, as of now, reserves the right to suspend the license to use the logo, covered by this contract, whenever there are evidence of misuse or breach of the principles, rules and requirements by the SECOND PARTY, both in the present contract, in the MANUAL, or in the RECOGNITION GUIDE.
2. Where the evidence mentioned in the previous paragraph of the present clause are confirmed, the FIRST PARTY has the power to resolve, with immediacy this contract.
SECTION FOURTEEN
If, for some legal reason beyond the control and will of the FIRST PARTY, the contract mentioned in paragraph five of RECITALS is terminated, this contract shall terminate automatically, without any compensation being due, whatever the title is, to the SECOND PARTY.
SECTION FIFTEEN
The Advisory Board shall determine the resolution of disputes arising from the use of the logo, which is the subject of this contract.
SECTION SIXTEEN
Any notices which have to be make under this contract will be made in writing. Notifications will be made by registered post with acknowledgment reception to the addresses identified in the introductory part of this contract.
SECTION SEVENTEEN
For any dispute arising from this agreement, or regarding its own validity or effectiveness, the parties elect the District of Lisbon and expressly waive any other.
SECTION EIGHTEEN
Any addendum made to this contract, including attachments, will be part of it.
The FIRST PARTY
The SECOND PARTY