Trade Mark License Agreement

This Trademark License Agreement ("Agreement") is made and entered into as of the 1st day of January, 2062 ("Effective Date"), by and between:

[YOUR NAME], with a principal place of business at Overland Park, KS 66204 ("Licensor"), and

Mynstro, with a principal place of business at Overland Park, KS 66204 ("Licensee").

WHEREAS, Licensor is the sole and exclusive owner of the trademark(s) identified in Exhibit A (the "Trademarks");

WHEREAS, Licensee desires to obtain a license to use the Trademarks in connection with certain goods and/or services;

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

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I. DEFINITIONS

1. "Trademarks" means the trademarks listed in Exhibit A attached to this Agreement, which are owned by Licensor.

2. "Licensed Products/Services" means the goods or services described in Exhibit B that Licensee is authorized to offer using the Trademarks.

3. "Territory" means the geographical area described in Exhibit C where Licensee is authorized to use the Trademarks.

4. "Licensee's Marks" means any trademarks or logos used by Licensee in connection with the Licensed Products/Services, but which are not owned by Licensor.

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II. GRANT OF LICENSE

1. License Grant: Licensor hereby grants to Licensee a non-exclusive, non-transferable, and revocable license to use the Trademarks solely in connection with the manufacture, marketing, sale, distribution, and promotion of the Licensed Products/Services in the Territory and for the duration of this Agreement.

2. Exclusivity: This Agreement does not grant Licensee any exclusivity, and Licensor retains the right to grant similar licenses to third parties.

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III. TERM AND TERMINATION

1. Term: This Agreement shall commence on the Effective Date and shall remain in effect for a period of 5 years unless terminated earlier in accordance with this Agreement.

2. Termination by Licensor: Licensor may terminate this Agreement if Licensee breaches any of its terms and fails to cure such breach within 30 days after receiving written notice of the breach. Additionally, Licensor may terminate this Agreement if Licensee becomes insolvent or files for bankruptcy.

3. Termination by Licensee: Licensee may terminate this Agreement upon 60 days written notice to Licensor. Any outstanding obligations shall survive the termination.

4. Effect of Termination: Upon termination of this Agreement, Licensee shall immediately cease all use of the Trademarks and destroy all materials bearing the Trademarks.

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IV. ROYALTIES AND PAYMENTS

1. Royalty Payments: Licensee agrees to pay Licensor royalties based on the sale of the Licensed Products/Services, at the rate of 10% of gross sales, payable quarterly within 30 days after the end of each calendar quarter.

2. Minimum Royalties: Licensee agrees to pay a minimum royalty of $100,000 annually, even if the sales of the Licensed Products/Services do not generate sufficient royalties.

3. Audit Rights: Licensor shall have the right to audit Licensee's books and records to verify the royalty payments. Licensee shall provide full cooperation during any such audit.

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V. QUALITY CONTROL

1. Quality Standards: Licensee agrees to maintain the quality of the Licensed Products/Services in accordance with the standards set forth by Licensor. Licensee shall submit samples of the Licensed Products/Services to Licensor for approval prior to distribution.

2. Inspection Rights: Licensor has the right to inspect the production facilities, marketing materials, and products related to the Licensed Products/Services at any reasonable time.

3. Brand Protection: Licensee shall take all reasonable actions to prevent any unauthorized use of the Trademarks and shall notify Licensor immediately of any infringement or potential infringement.

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VI. INTELLECTUAL PROPERTY RIGHTS

1. Ownership of Trademarks: Licensor retains all rights, title, and interest in and to the Trademarks, including all intellectual property rights associated therewith. Licensee acknowledges that it has no ownership rights in the Trademarks and agrees not to challenge Licensor’s ownership or validity of the Trademarks.

2. Infringement: In the event that Licensee becomes aware of any third-party infringement of the Trademarks, Licensee shall immediately inform Licensor. Licensor, at its sole discretion, shall determine whether to pursue legal action against the infringer.

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VII. WARRANTIES AND REPRESENTATIONS

1. Licensor's Warranties: Licensor warrants that it is the sole owner of the Trademarks and has the right to grant the license under this Agreement. Licensor does not make any other warranties regarding the Trademarks.

2. Licensee's Warranties: Licensee warrants that it will comply with all applicable laws and regulations in the use of the Trademarks, including but not limited to trademark laws, advertising regulations, and consumer protection laws.

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VIII. INDEMNIFICATION

1. Indemnification by Licensee: Licensee agrees to indemnify, defend, and hold harmless Licensor from any claims, damages, losses, liabilities, or expenses (including reasonable attorneys' fees) arising from Licensee's use of the Trademarks or the Licensed Products/Services.

2. Indemnification by Licensor: Licensor agrees to indemnify, defend, and hold harmless Licensee from any claims, damages, losses, liabilities, or expenses (including reasonable attorneys' fees) arising from Licensor’s ownership of the Trademarks.

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IX. CONFIDENTIALITY

1. Confidential Information: Both parties agree to maintain the confidentiality of any confidential information disclosed during the term of this Agreement. Confidential information does not include information that is publicly known or that is required to be disclosed by law.

2. Survival of Obligations: The confidentiality obligations shall survive the termination or expiration of this Agreement.

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X. ASSIGNMENT AND SUBLICENSE

1. Assignment: Licensee may not assign or transfer its rights under this Agreement without the prior written consent of Licensor. Licensor may assign its rights without Licensee's consent.

2. Sublicensing: Licensee shall not grant sublicenses to any third party without Licensor’s prior written consent.

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XI. DISPUTE RESOLUTION

1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Kansas, without regard to its conflict of law principles.

2. Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in Overland Park, Kansas, under the rules of the American Arbitration Association.

3. Attorneys' Fees: In the event of any legal action, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

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XII. MISCELLANEOUS

1. Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior discussions or agreements.

2. Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

3. Severability: If any provision of this Agreement is deemed invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

4. Force Majeure: Neither party shall be liable for failure to perform due to circumstances beyond its reasonable control, including natural disasters, war, or government action.

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IN WITNESS WHEREOF, the parties have executed this Trademark License Agreement as of the Effective Date.

LICENSOR:
[YOUR NAME]
Owner/CEO
Date: January 1, 2062

LICENSEE:
Harold Abern, Chief Executive Officer
Date: January 1, 2062

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