LIMITED LICENSE AGREEMENT
This Limited License Agreement (“Agreement”), made effective on _____________ (“Effective Date”), is hereby executed by and between the DEPARTMENT OF AGRICULTURE, State of Hawaii, (“DOA”), and _______________________________________________________________________ (“Licensee”), through their respective undersigned and duly authorized agent, employee, officer, director, or representative, and to whom all notices required by this Agreement shall be addressed and delivered. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, DOA and Licensee agree as follows: 1. Licensed Property. Licensee acknowledges and agrees that the DOA has executed a Limited License Agreement with the Hawaii Tourism Authority, State of Hawaii (“HTA”), effective September 3, 2005, incorporated herein by reference, and acquired a limited nonexclusive interest in the Licensed Property described herein and that HTA has substantial and valuable goodwill in the Licensed Property. For purposes of this Agreement, “Licensed Property” means the intellectual property registered at the United States Patent and Trademark Office (Registration No. 2705868) and depicted on Exhibit A, attached and incorporated herein by reference. 2. Limited License Grant. DOA hereby grants to Licensee a nonexclusive limited license ("License") during the Term of the Agreement, as provided herein, to use the Licensed Property in accordance with this Agreement, any attached Special Provisions which are hereby made a part of this Agreement, and the Seal of Quality Program implemented by the DOA and as provided in Hawaii Revised Statutes, chapter 148, and Hawaii Administrative Rules (“HAR”), chapter 4-135. 3. Quality Control. Licensee covenants and agrees that its use of the Licensed Property shall be of high standards and of high quality, style and appearance and that Licensee shall at all times maintain, increase or enhance the goodwill associated with the Licensed Property. 4. Compensation. The License is granted in consideration of the covenants and provisions set forth in the Agreement, and the payment of the following amounts authorized by chapter 4-135, HAR: Payment to HDOA for 105% of Seals of Quality logo costs or ½ cent per impression for use of Seals of Quality. x 5. Term of the Agreement; Termination. The term of the License shall commence as of the Effective Date and terminate after one year from the Effective Date (“Term of the Agreement”); provided that DOA may extend or terminate this Agreement pursuant to HAR chapter 4-135. 6. Assignment. This Agreement is personal to Licensee and Licensee shall neither sell, assign, transfer, or encumber this Agreement in whole or in part, or any right or interest therein or thereunder, nor suffer or permit any assignment or transfer to occur by operation of law without the prior written consent by HTA and DOA, which consent may be withheld in HTA's or DOA’s sole and absolute discretion.
DOA (8/05)
7. Interpretation of the Agreement. The parties acknowledge and agree that this Agreement shall be interpreted according to the substantive federal law and the laws of the State of Hawaii, excluding any choice of law principles, which may direct the application of the laws of another jurisdiction or sovereign. 8. Execution. This Agreement may be executed and transmitted by facsimile and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement. DEPARTMENT OF AGRICULTURE:
By: ____________________________________ Sandra Lee Kunimoto Chair, Board of Agriculture 1428 South King Street Honolulu, Hawaii 96814 Approved as to form: _________________________________ Deputy Attorney General
LICENSEE:
By: _________________________________ Print Name: __________________________ Title: ________________________________ Address: x x _____________________________ _____________________________x
FAX #:
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EXHIBIT A
Licensed Property (Description: The multicolored brushstroke stylized word “HAWAI‘I.”) (See Attachment 1.)
LIMITED LICENSE AGREEMENT FOR USE OF INTELLECTUAL PROPERTY
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Exhibit A Attachment 1
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