This Trademark License Agreement made as of
BOARD OF GOVERNORS OF THE SOUTHERN ALBERTA INSTITUTE OF TECHNOLOGY, having offices at Calgary, Alberta (“SAIT”)
- and -
WHEREAS SAIT is the owner of and has proprietary rights in the name, logo and/or brand names of SAIT and SAIT Polytechnic (the "Trademark") and has agreed to grant to the Licensee the non-exclusive license to use the Trademark, upon the terms below;
NOW THEREFORE, in consideration of the mutual covenants below, the parties agree as follows:
1. SAIT grants to the Licensee during the Term (defined in Section 5 below) the right and license, on a non-exclusive and non-transferable basis, to use the Trademark in,
for the sole purpose of
The Licensee shall not sublicense or assign its rights in the Trademark nor use the Trademark(s) in a manner that will lessen the goodwill attached to the Trademark or reflect negatively on or breach SAIT's reputation, public image or policies, as the case may be.
2. To the extent the Licensee wishes to use the Trademark in any materials, documents or publications, it shall first obtain SAIT’s written approval to the specific use.
3. Upon expiry or termination of this Agreement, Licensee shall cease to use the Trademark, including in any of its materials, documents and publications.
4. All titles and intellectual property rights in the Trademark shall continue to be held exclusively by SAIT and the Licensee shall not challenge those titles and rights.
5. This Agreement takes effect as of the date of this Agreement and continues until
subject to renewal by mutual agreement in writing of the parties(the “Term")
6. SAIT may terminate this Agreement upon 30 days’ prior notice in writing to the Licensee if the Licensee is in default of any of its obligations under this Agreement and such default is not remedied within the said 30 day period. Despite the foregoing sentence, any breach by the Licensee of Section 1 above shall enable SAIT, at its sole determination, to terminate this Agreement immediately upon written notice to the Licensee. SAIT may terminate this Agreement immediately by written notice if the Licensee files or has filed against it proceedings in bankruptcy or insolvency.
7. The Licensee indemnifies SAIT, its governors, officers, employees and agents from any claims, losses, liabilities and costs arising from or relating to the use by Licensee (or its directors, employees, agents and/or consultants) of the Trademark and/or any breach of this Agreement by the Licensee. Such indemnity survives this Agreement.
8. (a) Any notices and communications under this Agreement shall be in writing and shall be sent by courier delivery or email (and shall be deemed to be received on the first business day of the addressee following the date that delivery is made or the date of transmission for email), as follows:
if to SAIT:
Marketing1301 - 16 Avenue NWCalgary, AB - T2M0L4Attention: Manager, Marketing and RecruitmentPhone: 403.284.7208Fax: 403.284.8884
if to Licensee:
(b) This Agreement is governed by the laws of the Province of Alberta and the applicable federal laws of Canada.
(c)This Agreement is the sole agreement between the parties respecting its subject matter and supersedes all prior agreements. Any amendments to this Agreement shall be in writing and shall be executed by both parties.
(d)Time is of the essence of this Agreement.
(e)This Agreement may be executed via electronic(.pdf format) mail and in counterpart copies, each of which shall be deemed to be an original but all of which together constitute one and the same agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
BOARD OF GOVERNORS OF THE SOUTHERN ALBERTA INSTITUTE OF TECHNOLOGY
Chi Pham, Manager, Marketing and Recruitment