Dated as of (“the Effective Date”).
This License Agreement (“Agreement”) is entered into as of the Effective Date by and between
(“Licensor”) located at , and ., (“Licensee”), located at, and
shall govern the rights and duties of the parties concerning the Licensee’s use of Licensor’s Intellectual
Property, as the term is defined below.
LICENSOR’S INTELLECTUAL PROPERTY
1. Licensor’s Intellectual Property. “Licensor’s Intellectual Property,” as the term is used in this
Agreement, refers to and includes all of the following intellectual property of Licensor as used by
Licensor in the operation of s (“Licensor’s Business”):
1.1 “Trademarks” means all trade names, corporate names, brand names, trademarks, service
marks, trade dress, domain names, URL addresses, logos, symbols, slogans, graphics and other indicia of
source or origin now used in Licensor’s Business, and/or used by Licensor in Licensor’s Business at any
time during the Term, whether or not registered and/or pending registration, including the reputation and
goodwill of the business of Licensor symbolized thereby or associated therewith, as provided under Title
15 of the United States Code, the common law, their foreign equivalents, and international treaties and
conventions, including but not limited to the marks set forth on the attached Schedule 1, which is
incorporated herein by reference, and any and all pending applications and completed registrations for any
of the foregoing anywhere in the world.
1.2 “Copyrights” means all rights in works of authorship now used in Licensor’s Business,
and/or used by Licensor in Licensor’s Business at any time during the Term, whether or not registered
and/or pending registration, as provided under Title 17 of the United States Code, its foreign equivalents,
and international treaties and conventions, including but not limited to any pending applications and
completed registrations for such copyrights.
1.3 “Trade Secrets” means all rights in trade secrets, know-how and other confidential or
proprietary technical business and other information now used in Licensor’s Business, and/or used by
Licensor in Licensor’s Business at any time during the Term, including manufacturing and production
processes and techniques, research and development information, technology, drawings, specifications,
designs, plans, proposals, technical data, financial marketing and business data, pricing and cost
information, business and marketing plans, customer, supplier, vendor lists and information, employee
data, operational documentation used in the operation of Licensor’s Business, and all rights in any
jurisdiction to limit the disclosure or use thereof.
1.4 “Other Proprietary Rights” means any and all other intellectual property rights of Licensor
now used in Licensor’s Business, and/or used by Licensor in Licensor’s Business at any time during the
Term, but not otherwise set forth above.
Page 1 of 9
2. License. Licensor hereby licenses to Licensee the exclusive right to use Licensor’s Intellectual
Property in the Territory and for the Term of this Agreement, all on the terms and conditions set forth
2.1 Licensee’s Authorized Uses. The license hereby granted to Licensee permits Licensee to
use Licensor’s Intellectual Property in a reasonable and customary manner in connection with the retail
operation of one or more s (collectively “Licensee’s Business”), and for no other use whatsoever. By way
of example, use of Licensor’s Intellectual Property pursuant to this Agreement in connection with
signage, menus, uniforms, business stationery, advertising, promotional materials for Licensee’s
Business, and for merchandise customarily sold to customers on the premises of a , shall be deemed
reasonable and customary for the industry, and any other proposed use outside of the industry shall
require the prior written consent of Licensor. Without limiting the foregoing restriction, and by way of
example only, merchandising uses outside of the industry (such as packaged food items sold through
channels of trade other than on-site sales at locations) are expressly excluded and shall require the prior
written consent of Licensor. Licensee is also hereby licensed to use the phrase in its corporate name
during the Term of this Agreement.
2.2 Term. The term of this Agreement shall commence as of the Effective Date and remain in
effect for an initial period of twenty (20) years, and thereafter automatically renew on the same terms and
conditions for an unlimited number of additional periods of twenty (20) years (collectively, the “Term”)
unless earlier terminated as set forth in Section 16 below.
2.3 Territory. The Territory shall be the world.
3. Exclusivity. The rights licensed to Licensee in this Agreement shall be exclusive to Licensee for
Licensee’s uses of the Licensor’s Intellectual Property as expressly authorized under Section 2.1 above
(and for no other uses) in the Territory and for the Term, all as generally set forth this Agreement, except
as set forth in Section 3.1 below.
3.1 Prior Uses and Existing Licenses: Notwithstanding any other term or provision of this
Agreement, Licensee acknowledges that, as of the Effective Date, (a) Licensor is currently using the
Licensor’s Intellectual Property in connection with two existing s owned and operated by Licensor, and
(b) Licensor previously granted licenses for use of Licensor’s Intellectual Property to various licensees as
set forth in the attached Schedule 2, which is incorporated by reference herein. Licensee further
acknowledges and agrees that Licensee’s rights under this Agreement are expressly subject to the
continued use of the Licensor’s Intellectual Property by Licensor for its two existing locations and by the
prior licensees set forth on Schedule 2 pursuant to the terms of their respective licenses, all of which prior
licenses shall remain in full force and effect on their own terms. However, Licensor acknowledges and
agrees that Licensor will not use the Licensor’s Intellectual Property in connection with any new and
Page 2 of 9
additional locations, and will not enter into any new licenses with third parties for use of the Licensor’s
Intellectual Property in the industry, during the Term of this Agreement.