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TRADEMARK LICENSE AND ASSIGNMENT AGREEMENT

1. DEFINITIONS

1.1. "Trademark"

As used in this Agreement, the term "Trademark" refers to the "TechLink" trademark, including any registrations and applications thereof, and any associated designs, logos, or symbols that are owned by the Licensor.

1.2. "Licensed Products"

"Licensed Products" mean those products or services that are authorized to display the Trademark pursuant to the terms of this Agreement.

2. GRANT OF LICENSE

2.1. License Grant

Licensor hereby grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable, revocable license to use the Trademark, in the United States, for the purpose of identifying and promoting the Licensed Products, subject to the terms and conditions set forth in this Agreement.

2.2. Quality Control

Licensee agrees to maintain a high standard of quality with respect to the Licensed Products using the Trademark, consistent with the quality standards set forth by Licensor. Licensor shall have the right to review and approve such use to ensure conformity with agreed-upon quality standards.

3. TRADEMARK ASSIGNMENT

3.1. Assignment Conditions

Licensor reserves the right, in its sole discretion, to assign or transfer the Trademark to Licensee, subject to the satisfaction of all of the following conditions: (a) Licensee has consistently maintained the quality standards for the Licensed Products as set forth in this Agreement; (b) Licensee has complied with all other terms and conditions of this Agreement; (c) the parties negotiate and agree upon a reasonable assignment fee; and (d) Licensee provides adequate assurances, as determined by Licensor, that Licensee will continue to maintain the quality standards and other obligations under this Agreement after the assignment.

4. ROYALTIES

4.1. Royalty Payments

As consideration for the license granted in Section 2, Licensee shall pay to Licensor a royalty equal to ___% of the net sales of the Licensed Products sold by Licensee, payable quarterly within thirty (30) days following the end of each calendar quarter, and accompanied by a written report detailing the sales of the Licensed Products.

4.2. Recordkeeping

Licensee shall maintain accurate books and records in order to facilitate the proper calculation of the royalties under this Agreement. Licensor, at its own expense, shall have the right to inspect such books and records upon reasonable notice and during regular business hours to verify compliance with the terms of this Agreement.

5. INTELLECTUAL PROPERTY

5.1. Ownership

Licensor retains all rights, title, and interest in and to the Trademark. Licensee agrees that its use of the Trademark will inure to the benefit of Licensor and that Licensee will take no action inconsistent with Licensor's rights in the Trademark.

5.2. Enforcement

Licensor shall have the sole right and discretion to enforce the Trademark against any infringement or misuse. Licensee shall promptly notify Licensor of any infringement or misuse of the Trademark of which it becomes aware, and cooperate with Licensor in any enforcement action taken by Licensor.

6. TERM AND TERMINATION

6.1. Term

This Agreement shall commence on the Effective Date and shall continue for an initial term of ____ years. Thereafter, this Agreement may be renewed for successive terms of _____ years each, upon the mutual written agreement of the parties.

6.2. Termination

Either party may terminate this Agreement upon thirty (30) days' written notice if the other party breaches a material term of this Agreement and fails to cure it within the 30-day notice period.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the state of ______, without regard to conflicts of law principles.

7.2. Dispute Resolution

Any dispute arising out of or in connection with this Agreement shall be first submitted to mediation conducted by a single mediator mutually agreed upon between the parties in ________, ________. If mediation is unsuccessful, the dispute shall then be settled by binding arbitration to be held in the same location, in accordance with the rules of the American Arbitration Association.

8. MISCELLANEOUS

8.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, or agreements, oral or written.

8.2. Amendment

This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by both parties hereto.

8.3. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Trademark License and Assignment Agreement as of the date first written above.

_____________________________ _____________________________
Licensor Licensee

_____________________________ _____________________________
Name: [LICENSOR NAME] Name: [LICENSEE NAME]
Title: [LICENSOR TITLE] Title: [LICENSEE TITLE]