LICENCE AGREEMENT - APPROVED PROVIDER

 

 

We RDI (UK) Holdings Limited (Company No 08010642) of Gorse Stacks House, George Street, Chester, CH1 3EQ (“the Licensor”) non–exclusively license you (“the Licensee”) to use:

 

• The registered trademark (including variants) set out in the attached Schedule (“Intellectual Property”). 

 

The Licensor and the Licensee are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

 

WHEREAS:

 

A. RDI (UK) has the rights to license the company name, trademarks and brand names, as listed in Schedule 1 (“Intellectual Property”). 

 

B. The Licensee has requested a license to use the Intellectual Property in the United Kingdom “the Territory” for the purpose of displaying the Intellectual Property on their websites and other associated materials created by the Licensee. (the “Purpose”).

 

C. RDI (UK) has agreed to grant such a license to the Licensee on the terms set out in this Agreement.

 

IT IS AGREED as follows:

 

1.         Grant of the License

 

            In consideration of the obligations undertaken by the Licensee under this Agreement, RDI (UK) grants to the Licensee a non-exclusive licence to use the Intellectual Property solely for the Purpose and as approved by RDI (UK) in advance.

 

2.         Term

           

            This Agreement shall commence opon receiving confirmation of Approved Provider status by RDI (UK) and continue in force until terminated in accordance with clause 4 of this Agreement.

 

3.         Use and protection of Intellectual Property

 

3.1       The Licensee shall submit all materials including but not limited to advertising or promotional materials (whether in electronic or written form) (the “Materials”) bearing   the Intellectual Property to RDI (UK) for approval as to the manner and context of the intended use of the Intellectual Property prior to their publication or public release. The Licensee shall not make use of the Intellectual Property in the Materials without the prior written approval of RDI (UK), which approval will not be unreasonably withheld.

 

3.2       The use of the Intellectual Property by the Licensee shall, at all times, promote and maintain their distinctiveness, style and reputation as determined by RDI (UK). The Licensee shall immediately cease any use not consistent therewith upon RDI (UK)’s demand.

 

3.3       The Licensee shall not, during or after the subsistence of this Agreement: (a) register or do or permit to be done any act which would or might jeopardise or invalidate any registration of the Intellectual Property or which might prejudice the right or title of RDI (UK) or its affiliates to any of the Intellectual Property;  (b) use any of the Intellectual Property in its own name as proprietor; (c) use the Intellectual Property or any part thereof as or as part of a corporate business or trade name; (d) use or combine the Intellectual Property with any other words, marks, logos or devices without the prior written consent of RDI (UK); or (e) develop or use any name, logo, symbol or other mark or designation that includes, is similar to, is a derivation or colourable imitation of, or competes with, the Intellectual Property.

 

3.4       The Licensee recognizes RDI (UK)’s title and/or right to the Intellectual Property and shall not claim any right, title or interest in the Intellectual Property or any part of it save as is granted by this Agreement.

 

3.5       The Licensee may assign the benefit of this Agreement or sub-license any part of the Intellectual Property or allow any third party to use the Intellectual Property with the prior written consent of RDI (UK).

 

4.         Termination

 

4.1       Either Party may terminate this Agreement at any time by giving 1 months’ written notice to the other Party. 

 

4.2       Notwithstanding clause 4.1 above, RDI (UK) may terminate this Agreement immediately if the Licensee breaches any term of this Agreement.

 

4.3       On termination of this Agreement, whether by expiry of the term or otherwise, all rights, privileges and obligations arising from this Agreement (except clauses 3.3, 3.4, this clause 4.3 and clause 5 of this Agreement) shall cease to exist and the Licensee shall immediately discontinue all use of the Intellectual Property and destroy all materials containing the Intellectual Property.

 

5.         Indemnity

           

            The Licensee shall indemnify RDI (UK) and its affiliates against all actions, claims, costs, damages and expenses which may be suffered or sustained as a result of the actions of the Licensee in using the Intellectual Property. This clause 5 survives termination or expiry of this Agreement.

 

6.         Miscellaneous

 

6.1       No waiver

 

            No waiver by RDI (UK) of any of the Licensee’s obligations under this Agreement shall be deemed effective unless made by RDI (UK) in writing nor shall any waiver by RDI (UK) in respect of any breach be deemed to constitute a waiver of or consent to any subsequent breach by the Licensee of its obligations under this Agreement.

 

6.2       Governing law

 

            This Agreement shall be governed by the laws of England in every particular including formation and interpretation and shall be deemed to have been made within England.  The parties submit to the exclusive jurisdiction of the courts of England in the event of any dispute arising out of or in connection with this Agreement.

 

6.3       Entire Agreement and Variations

 

This Agreement constitutes the entire agreement and understanding of the Parties and supersedes all prior oral or written agreements understandings or arrangements between them relating to the subject matter of this Agreement. The Parties may only vary this Agreement by agreeing in writing.

 

 

 

SCHEDULE 1

 

INTELLECTUAL PROPERTY

 

           

 

Registered Trade Marks:  Digital Friendly WiFi Mark    

Application or registration no:    UK00003219129

Date of application or registration: 16.03.17

Classes: 42

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