City of Port Washington, Wisconsin
THIS LICENSE AGREEMENT (the "Agreement") is effective as of ________________ (the "Effective Date"), by and between the City of Port Washington, Wisconsin (“Licensor”) and the undersigned licensee (“Licensee”).
Licensed Content: One or more of the property items owned by City, i.e., the City tagline, City logo and/or City copyrighted materials, as designated by the license applicant in the License Agreement.
Licensed Products: The products on which the Licensed Content will appear, which shall be specifically described by the license applicant in the License Agreement.
Quantity: The number or amount of Licensed Products that may be produced by a licensee during the term of the License. Unless limited in the License Agreement, the quantity shall be unlimited.
License Fees: Annual license fees shall be: (a) for a resident of or a business located within the City, $25 per year; and (b) for a nonresident of or a business located outside the City, $50 per year.
Term: Unless a shorter term is specified in the License Agreement, the term of a License shall be one (1) year, i.e., from July 1st of the year issued to June 30th of the next succeeding year.
Market Channels: Unless limited geographically or to a specific address in the License Agreement, online sales and/or retail store sales on the licensee’s business premises are permitted, provided that the applicant shall specifically designate such channels in the License Agreement.
General: No License shall be approved or issued by the City Clerk until the License Agreement has been fully completed, applicable License Fees have been paid in full, and the License Agreement has been signed by all parties. License Fees shall not be prorated, or refunded for any reason.
General Terms and Conditions
For good and valuable consideration, the receipt and sufficiency of which is hereby acknow-ledged by the parties, Licensor and Licensee agree as follows:
1. Additional Terms and Conditions. This Agreement expressly incorporates, and shall be in addition to, all of the terms and conditions contained in the City of Port Washington Trademark and Copyright Usage Guidelines. This Agreement and the City of Port Washington Trademark and Copyright Usage Guidelines shall constitute the entire agreement between the parties and shall not be modified or supplemented by any prior or contemporaneous agreements or understandings relating to the same subject matter, whether written or oral.
2. License. Subject to Licensee's payment of the License Fee, Licensor grants to Licensee, and Licensee hereby accepts, the non-exclusive right and license to use the Licensed Content on and in connection with the manufacture, marketing and sale of the Licensed Products for sale in the Market Channel during the Term. Licensee agrees and acknowledges that all use of the Trademark, and any goodwill that results from such use, shall inure to the benefit of the Licensor.
3. Quality Control. Licensee agrees to comply with all of the "Online Conduct Guidelines" set forth in the City of Port Washington Trademark and Copyright Usage Guidelines. Further-more, Licensee shall ensure that the Licensed Product(s) and any marketing materials, packaging, websites and related materials bearing the Trademark(s) shall be of sufficient quality to protect the reputation and goodwill associated with the Trademark(s) in the minds of consumers, and shall comply with all laws and regulations relevant to the quality of such products in the juris-diction(s) where such products are sold.
4. Term. This Agreement shall become effective as of the Effective Date and remain in effect for the Term. Upon expiration or termination of this Agreement for any reason other than Licensee's material breach, Licensee shall be entitled to sell-off remaining inventory of Licensed Products for a period of three (3) months. If this Agreement is terminated due to Licensee's material breach of this Agreement, Licensee shall immediately cease any and all use of the Licensed Content and the sale and marketing of Licensed Products on or before the effective date of termination.
5. Termination. The City of Port Washington may terminate this Agreement if: (a) Licensee is in material breach of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of such breach; or (b) Licensee is or becomes insolvent, files for bankruptcy or ceases to operate its business.
6. Assignment: Successors and Assigns. Licensee shall not have the right to assign, transfer or sublicense the terms and conditions of this Agreement without the prior written consent of Licensor. This Agreement shall be binding upon Licensee, its successors and permitted assigns.
7. Amendment. This Agreement may not be amended, modified or supplemented except by a written instrument duly executed by each of Licensor and Licensee.
8. Severability; Waiver. If any provisions of this Agreement or any portions hereof are invalid, illegal or unenforceable, the other provisions of this Agreement or portions thereof shall remain in full force and effect. Any failure of Licensor or Licensee to comply with any provision of this Agreement may only be waived expressly in a written instrument duly executed by each of Licensor and Licensee.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the Effective Date first written above.
Licensee: _________________ Licensor: City of Port Washington, Wisconsin
By: _____________________ By: _______________________________
Title: ____________________ Title: _____________________________
Date: ____________________ Date: _____________________________