TRADEMARK LICENSING AGREEMENT

Whole Doc.

Agreement made this ___________day of ______________, between
___________(hereinafter called "Licensor"), and ________(hereinafter
called "Licensee"):
WITNESSETH
Whereas Licensor owns certain valuable registered trademarks and
service marks, and owns and has merchandising rights to various other
Licensor properties as defined in paragraph 1 of the Rider attached hereto
and hereby made a part hereof (hereinafter called "Name"), said Name
having been used over the facilities of numerous stations in radio and/or
television broadcasting in allied fields, and in promotional and
advertising material in different businesses and being well Known and
recognized by the general public and associated in the public mind with
Licensor, and
Whereas Licensee desires to utilize the Name upon and in connection
with the manufacture, sale and distribution of articles hereinafter
described,
Now, Therefore, in consideration of the mutual promises herein
contained, it is hereby agreed:

1 Grant of License

(a) Articles
Upon the terms and conditions hereinafter set forth, Licensor hereby
grants to Licensee as a related company, and Licensee hereby accepts the
right, license and privilege of utilizing the Name solely and only upon
and in connection with the manufacture, sale and distribution of the
following articles.
(insert description)
(b) Territory
The license hereby granted extends only to ________________. Licensee
agrees that it will not make, or authorize, any use, direct or indirect,
of the Name in any other area, and that it will not knowingly sell
articles covered by this agreement to persons who intend or are likely to
resell them in any other area.
(c) Term
The term of the license hereby granted shall be effective on the
_______day of ____________ and shall continue until the _______ day of
__________, unless sooner terminated in accordance with the provisions
hereof. The term of this license may be automatically renewed from year to
year upon all the terms and conditions contained herein, with the final
renewal to expire on December 31st, ____________. At the end of each term,
beginning with December 31st, ________________, this license shall be
automatically renewed for a one year term expiring December 31st of the
following year, unless either party hereto shall be given written notice
to the contrary at least thirty (30) days prior to the expiration date.

2 Terms of Payment

(a) Rate
Licensee agrees to pay to Licensor as royalty a sum equal to
__________percent of all net sales by Licensee or any of its affiliated,
associated or subsidiary companies of the articles covered by this
agreement. The term "net sales" shall mean gross sales less quantity
discounts and returns, but no deduction shall be made for cash or other
discounts or uncollectible accounts. No costs incurred in the manufacture,
sale, distribution or exploitation of the articles shall be deducted from
any royalty payable by Licensee. Licensee agrees that in the event it
should pay any other Licensor a higher royalty or licensing rate or
commission than that provided herein for the use of the Name, than said
higher rate shall automatically and immediately apply to this contract.
(b) Minimum Royalties
Licensee agrees to pay to Licensor a minimum royalty of
___________Dollars ($______) as a minimum guarantee against royalties to
be paid to Licensor during the first contract term, said minimum royalty
to be paid on or before the last day of the initial term hereof. The
advance sum of______________ dollars ($ __________) paid on the signing
hereof shall be applied against such guarantee. No part of such minimum
royalty shall in any event be repayable to Licensee.
(c) Periodic Statements
Within _________ days after the initial shipment of the articles
covered by this agreement, and promptly on the _________________ of each
calendar __________ thereafter, Licensee shall furnish to Licensor
complete and accurate statements certified to be accurate by Licensee
showing the number, description and gross sales price, itemized deductions
from gross sales price and net sales price of the articles covered by this
agreement distributed and/or sold by Licensee during the preceding
calendar ____________, together with any returns made during the preceding
calendar ___________ For this purpose, Licensee shall use the statement
form attached hereto, copies of which form may be obtained by Licensee
from Licensor. Such statements shall be furnished to Licensor whether or
not any of the articles have been sold during the preceding calendar
____________.
(d) Royalty payments
Royalties in excess of the aforementioned minimum royalty shall be due
on the ___________ day of the ____________ following the calendar
_____________ in which earned, and payment shall accompany the statements
furnished as required above. The receipt or acceptance by Licensor of any
of the statements furnished pursuant to this agreement or of any royalties
paid hereunder (or the cashing of any royalty checks paid hereunder) shall
not preclude Licensor from questioning the correctness thereof at any
time, and in the event that any inconsistencies or mistakes are discovered
in such statements or payments, they shall immediately be rectified and
the appropriate payment made by Licensee. Payment shall be in
_______________. Domestic taxes payable in the licensed territory shall be
payable by Licensee.

3 Exclusivity

(a) Nothing in this agreement shall be construed to prevent Licensor
from granting any other licenses for the use of the Name or from utilizing
the Name in any manner whatsoever, except that Licensor agrees that except
as provided herein it will grant no other licenses for the territory to
which this license extends effective during the term of this agreement,
for the use of the Name in connection with the sale of the articles
described in paragraph 1.
(b) It is agreed that if Licensor should convey an offer to Licensee
to purchase any of the articles listed in paragraph 1, in connection with
a premium, giveaway or other promotional arrangement, Licensee shall have
_______ days within which to accept or reject such an offer. In the event
that Licensee fails to accept such offer within the specified _______
days, Licensor shall have the right to enter into the proposed premium,
giveaway or promotional arrangement using the services of another
manufacturer, provided, however, that in such event Licensee shall have a
three (3) day period within which to meet the best offer of such
manufacturer for the production of such articles if the price of such
manufacturer is higher than the price offered to Licensee by Licensor.
Licensee agrees that it shall not, without the prior written consent of
Licensor, (i) offer the articles as a premium in connection with any other
product or service, or (ii) sell or distribute the articles in connection
with another product or service which product or service is a premium.

4 Good Will

Licensee recognizes the great value of the good will associated with
the Name, and acknowledges that the Name and all rights therein and good
will pertaining thereto belong exclusively to Licensor, and that the Name
has a secondary meaning in the mind of the public.

5 Licensor's Title and Protection of Licensor's Rights

(a) Licensee agrees that it will not during the term of this
agreement, or thereafter, attack the title or any rights of Licensor in
and to the Name or attack the validity of this license. Licensor hereby
indemnifies Licensee and undertakes to hold it harmless against any claims
or suits arising solely out of the use by Licensee of the Name as
authorized in this agreement, provided that prompt notice is given to
Licensor of any such claim or suit and provided, further, that Licensor
shall have the option to undertake and conduct the defense of any suit so
brought and no settlement of any such claim or suit is made without the
prior written consent of Licensor.
(b) Licensee agrees to assist Licensor to the extent necessary in the
procurement of any protection or to protect any of Licensor's rights to
the Name, and Licensor, if it so desires may commence or prosecute any
claims or suits in its own name or in the name of licensee or join
Licensee as a party thereto. Licensee shall notify Licensor in writing of
any infringements or imitations by others in the Name on articles the same
as or similar to those covered by this agreement which may come to
Licensee's attention, and Licensor shall have the sole right to determine
whether or not any action shall be taken on account of any such
infringements or imitations. Licensee shall not institute any suit or take
any action on account of any such infringements or imitations without
first obtaining the written consent of the Licensor so to do.

6 Indemnification by Licensee and Product Liability Insurance

Licensee hereby indemnifies Licensor and undertakes to defend Licensee
and/or Licensor against and hold Licensor harmless from any claims, suits,
loss and damage arising out of any allegedly unauthorized use of any
trademark, patent, process, idea, method or device by Licensee in
connection with the articles covered by this agreement or any other
alleged action by Licensee and also from any claims, suits, loss and
damage arising out of alleged defects in the articles. Licensee agrees
that it will obtain, at its own expense, product liability insurance from
a recognized insurance company which has qualified to do business in
____________, providing adequate protection (at least in the amount of
_______) for Licensor (as well for Licensee) against any claims, suits,
loss or damage arising out of any alleged defects in the articles. As
proof of such insurance, a fully paid certificate of insurance naming
Licensor as an insured party will be submitted to Licensor by Licensee for
Licensor's prior approval before any article is distributed or sold, and
at the latest within ______ days after the date first written above; any
proposed change in certificates of insurance shall be submitted to
Licensor for its prior approval. Licensor shall be entitled to a copy of
the then prevailing certificate of insurance, which shall be furnished
Licensor by Licensee. As Used in the first 2 sentences of this paragraph
6, "Licensor" shall also include the officers, directors, agents, and
employees of the Licensor, or any of its subsidiaries or affiliates, any
person(s) the use of whose name may be licensed hereunder, the package
producer and the cast of the radio and/or television program whose name
may be licensed hereunder, the stations over which the programs are
transmitted, any sponsor of said programs and its advertising agency, and
their respective officers, directors, agents and employees.

7 Quality of Merchandise

Licensee agrees that the articles covered by this agreement shall be
of high standard and of such style, appearance and quality as to be
adequate and suited to their exploitation to the best advantage and to the
protection and enhancement of the Name and the good will pertaining
thereto, that such articles will be manufactured, sold and distributed in
accordance with all applicable Federal, State and local laws, and that the
same shall not reflect adversely upon the good name of Licensor or any of
its programs or the Name. To this end Licensee shall, before selling or
distributing any of the articles, furnish to Licensor free of cost, for
its written approval, a reasonable number of samples of each article, its
cartons, containers and packing and wrapping material. The quality and
style of such articles as well as of any carton, container or packing or
wrapping material shall be subject to the approval of Licensor. Any item
submitted to Licensor shall not be deemed approved unless and until the
same shall be approved by Licensor in writing. After samples have been
approved pursuant to this paragraph, Licensee shall not depart therefrom
in any material respect without Licensor's prior written consent, and
Licensor shall not withdraw its approval of the approved samples except on
_______ days' prior written notice to Licensee. From time to time after
Licensee has commenced selling the articles and upon Licensor's written
request, Licensee shall furnish without cost to Licensor not more than
additional random samples of each article being manufactured and sold by
Licensee hereunder, together with any cartons, containers and packing and
wrapping material used in connection therewith.

8 Labeling

(a) Licensee agrees that it will cause to appear on or within each
article sold by it under this license and on or within all advertising,
promotional or display material bearing the Name the notice "Copyright(c)
____________ (year)" in connection with Name properties (e) and (f) in
Rider, paragraph 1, and any other notice desired by Licensor and, where
such article or advertising, promotional or display material bears a
trademark or service mark, appropriate statutory notice of registration or
application for registration thereof. In the event that any article is
marketed in a carton, container and/or packing or wrapping material
bearing the Name, such notice shall also appear upon the said carton,
container and/or packing or wrapping material. Each and every tag, label,
imprint or other device containing any such notice and all advertising,
promotional or display material bearing the Name shall be submitted by
Licensor for its written approval prior to use by Licensee. Approval by
Licensor shall not constitute waiver of Licensor's rights or Licensee's
duties under any provision of this agreement.
(b) Licensee agrees to cooperate fully and in good faith with Licensor
for the purpose of securing and preserving Licensor's (or any grantor of
Licensor's) rights in and to the Name. In the event there has been no
previous registration of the Name and/or articles and/or any material
relating thereto, Licensee shall, at Licensor's request and expense,
register such a copyright, trademark and/or service mark in the
appropriate class in the name of Licensor or, if Licensor so requests, in
Licensee's own name. However, it is agreed that nothing contained in this
agreement shall be construed as an assignment or grant to the Licensee of
any right, title or interest in or to the Name, it being understood that
all rights relating thereto are reserved by Licensor, except for the
license hereunder to Licensee of the right to use and utilize the Name
only as specifically and expressly provided in this agreement. Licensee
hereby agrees that at the termination or expiration of this agreement
Licensee will be deemed to have assigned, transferred and conveyed to
Licensor any rights, equities, good will, titles or other rights in and to
the Name which may have been obtained by Licensee or which may have vested
in Licensee in pursuance of any endeavors covered hereby, and that
Licensee will execute any instruments requested by Licensor to accomplish
or confirm the foregoing. Any such assignment, transfer or conveyance
shall be without other consideration than the mutual covenants and
considerations of this agreement.
(c) Licensee hereby agrees that its every use of such name shall inure
to the benefit of Licensor and that Licensee shall not at any time acquire
any rights in such name by virtue of any use it may make of such name.

9 Promotional Material

(a) In all cases where Licensee desires artwork involving articles
which are the subject of this license to be executed, the cost of such
artwork and the time for the production thereof shall be borne by
Licensee. All artwork and designs involving the Name, or any reproduction
thereof, shall, notwithstanding their invention or use by Licensee, be and
remain the property of Licensor and Licensor shall be entitled to use the
same and to license the use of the same by others.
(b) Licensor shall have the right, but shall not be under any
obligation, to use the Name and/or the name of Licensee so as to give the
Name, Licensee, Licensor and/or Licensor's programs full and favorable
prominence and publicity. Licensor shall not be under any obligation
whatsoever to continue broadcasting any radio or television program or use
the Name or any person, character, symbol, design or likeness or visual
representation thereof in any radio or television program.
(c) Licensee agrees not to offer for sale or advertise or publicize
any of the articles licensed hereunder on radio or television without the
prior written approval of Licensor, which approval Licensor may grant or
withhold in its unfettered discretion.

10 Distribution

(a) Licensee agrees that during the term of this license it will
diligently and continuously manufacture, distribute and sell the articles
covered by this agreement and that it will make and maintain adequate
arrangement for the distribution of the articles.
(b) Licensee shall not, without prior written consent of Licensor,
sell or distribute such articles to jobbers, wholesalers, distributors,
retail stores or merchants whose sales or distribution are or will be made
for publicity or promotional tie-in purposes, combination sales, premiums,
giveaways, or similar methods of merchandising, or whose business methods
are questionable.
(c) Licensee agrees to sell to Licensor such quantities of the
articles at as low a rate and on as good terms as Licensee sells similar
quantities of the articles to the general trade.

11 Records

Licensee agrees to keep accurate books of account and records covering
all transactions relating to the license hereby granted, and Licensor and
its duly authorized representatives shall have the right at all reasonable
hours of the day to an examination of said books of account and records
and of all other documents and materials in the possession or under the
control of Licensee with respect to the subject matter and terms of this
agreement, and shall have free and full access thereto for said purposes
and for the purpose of making extracts therefrom. Upon demand of Licensor,
Licensee shall at its own expense furnish to Licensor a detailed statement
by an independent certified public accountant showing the number,
description, gross sales price, itemized deductions from gross sales price
and net sale price of the articles covered by this agreement distributed
and/or sold by Licensee to the date of Licensor's demand. All books of
account and records shall be kept available for at least __________ years
after the termination of this license.

12 Bankruptcy, Violation, etc.

(a) If Licensee shall not have commenced in good faith to manufacture
and distribute in substantial quantities all the articles listed in
paragraph 1 within ________ months after the date of this agreement or if
at any time thereafter in any calendar month Licensee fails to sell any of
the articles (or any class or category of the articles), Licensor in
addition to all other remedies available to it hereunder may terminate
this license with respect to any articles or class or category thereof
which have not been manufactured and distributed during such month, by
giving written notice of termination to Licensee. Such notice shall be
effective when mailed by Licensor.
(b) If Licensee files a petition in bankruptcy or is adjudicated a
bankrupt or if a petition in bankruptcy is filed against Licensee or if it
becomes insolvent, or makes an assignment for the benefit of its creditors
or an arrangement pursuant to any bankruptcy law, or if Licensee
discontinues its business or if a receiver is appointed for it or its
business, the license hereby granted shall automatically terminate
forthwith without any notice whatsoever being necessary. In the event this
license is so terminated, Licensee, its receivers, representatives,
trustees, agents, administrator, successors and/or assigns shall have no
right to sell, exploit or in any way deal with or in any articles covered
by this agreement or any carton, container, packing or wrapping material,
advertising, promotional or display material pertaining thereto, except
with and under the special consent and instructions of Licensor in
writing, which they shall be obligated to follow.
(c) If Licensee shall violate any of its other obligations under the
terms of this agreement, Licensor shall have the right to terminate the
license hereby granted upon ______ days' notice in writing, and such
notice of termination shall become effective unless Licensee shall
completely remedy the violation within the ______ day period and satisfy
Licensor that such violation has been remedied.
(d) Termination of the license under the provisions of paragraph 12
shall be without prejudice to any rights which Licensor may otherwise have
against Licensee. Upon the termination of this license, notwithstanding
anything to the contrary herein, all royalties on sales theretofore made
shall become immediately due and payable and no minimum royalties shall be
repayable or avoidable.

13 Sponsorship by Competitive Product

In the event that any of the articles listed in paragraph 1 conflicts
with any product of a present or future sponsor of a program on which the
Name appears or is used, or with any product of a subsidiary or affiliate
of such sponsor, then Licensor shall have the right to terminate this
agreement as to such article or articles by written notice to Licensee
effective not less than _______ days after the date such notice is given.
In the event of such termination, Licensee shall have ________ days after
the effective date of such termination to dispose of all of such articles
on hand or in process of manufacture prior to such notice, in accordance
with the provisions of paragraph 15. However, in the event such
termination is effective as to all the articles subject to this agreement
and the advance guarantee for the then current year has not been fully
accounted for by actual royalties by the end of the _______ disposal
period, Licensor shall refund to Licensee the difference between the
advance guarantee which has been paid for such contract year and the
actual royalties. The refund provision contained in the preceding sentence
pertains only to termination occurring pursuant to this paragraph 13, and
shall not affect the applicability of any other paragraph to such
termination except as expressly contradicted herein.

14 Final Statement Upon Termination or Expiration

______ days before the expiration of this license and, in the event of
its termination, ______ days after receipt of notice of termination or the
happening of the event which terminates this agreement where no notice is
required, a statement showing the number and description of articles
covered by this agreement on hand or in process shall be furnished by
Licensee to Licensor. Licensor shall have the right to take a physical
inventory to ascertain or verify such inventory and statement, and refusal
by Licensee to submit to such physical inventory by Licensor shall forfeit
Licensee's right to dispose of such inventory, Licensor retaining all
other legal and equitable rights Licensor may have in the circumstances.

15 Disposal of Stock Upon Termination or Expiration

After termination of the license under the provisions of paragraph 12,
Licensee, except as otherwise provided in this agreement, may dispose of
articles covered by this agreement which are on hand or in process at the
time notice of termination is received for a period of ________ days after
notice of termination, provided advances and royalties with respect to
that period are paid and statements are furnished for that period in
accordance with paragraph 2. Notwithstanding anything to the contrary
herein, Licensee shall not manufacture, sell or dispose of any articles
covered by this license after its expiration or its termination based on
the failure of Licensee to affix notice of copyright, trademark or service
mark registration or any other notice to the articles, cartons,
containers, or packing or wrapping material or advertising, promotional or
display material, or because of the departure by Licensee from the quality
and style approved by Licensor pursuant to paragraph 7.

16 Effect of Termination or Expiration

Upon and after the expiration or termination of this license, all
rights granted to Licensee hereunder shall forthwith revert to Licensor,
who shall be free to license others to use the Name in connection with the
manufacture, sale and distribution of the articles covered hereby and
Licensee will refrain from further use of the Name or any further
reference to it, direct or indirect, or anything deemed by Licensor to be
similar to the Name in connection with the manufacture, sale or
distribution of Licensee's products, except as provided in paragraph 15.

17 Licensor's Remedies

(a) Licensee acknowledges that its failure (except as otherwise
provided herein) to commence in good faith to manufacture and distribute
in substantial quantities any one or more of the articles listed in
paragraph 1 within ______ months after the date of this agreement and to
continue during the term hereof to diligently and continuously
manufacture, distribute and sell the articles covered by this agreement or
any class or category thereof will result in immediate damages to
Licensor.
(b) Licensee acknowledges that its failure (except as otherwise
provided herein) to cease the manufacture, sale or distribution of the
articles covered by this agreement or any class or category thereof at the
termination or expiration of this agreement will result in immediate and
irremediable damage to Licensor and to the rights of any subsequent
licensee. Licensee acknowledges and admits that there is no adequate
remedy at law for such failure to cease manufacture, sale or distribution,
and Licensee agrees that in the event of such failure Licensor shall be
entitled to equitable relief by way of temporary and permanent injunctions
and such other further relief as any court with jurisdiction may deem just
and proper.
(c) Resort to any remedies referred to herein shall not be construed
as a waiver of any other rights and remedies to which Licensor is entitled
under this agreement or otherwise.

18 Excuse For Nonperformance

Licensee shall be released from its obligations hereunder and this
license shall terminate in the event that governmental regulations or
other causes arising out of a state of national emergency or war or causes
beyond the control of the parties render performance impossible and one
party so informs the other in writing of such causes and its desire to be
so released. In such events, all royalties on sales theretofore made shall
become immediately due and payable and no minimum royalties shall be
repayable.

19 Notices

All notices and statements to be given, and all payments to be made
hereunder, shall be given or made at the respective addresses of the
parties as set forth above unless notification of a change of address is
given in writing, and the date of mailing shall be deemed the date the
notice or statement is given.

20 No Joint Venture

Nothing herein contained shall be construed to place the parties in
the relationship of partners or joint venturers, and Licensee shall have
no power to obligate or bind Licensor in any manner whatsoever.

21 No Assignment or Sublicense by Licensee

This agreement and all rights and duties hereunder are personal to
Licensee and shall not, without the written consent of Licensor, be
assigned, mortgaged, sublicensed or otherwise encumbered by Licensee or by
operation of law.
Licensor may assign but shall furnish written notice of assignment.

22 No Waiver, etc.

None of the terms of this agreement can be waived or modified except
by an express agreement in writing signed by both parties. There are no
representations, promises, warranties, covenants or undertakings other
than those contained in this agreement, which represents the entire
understanding of the parties. The failure of either party hereto to
enforce, or the delay by either party in enforcing, any of its rights
under this agreement shall not be deemed a continuing waiver or a
modification thereof and either party may, within the time provided by
applicable law, commence appropriate legal proceeding to enforce any or
all of such rights. No person, firm, group or corporation (whether
included in the Name or otherwise) other than Licensee and Licensor shall
be deemed to have acquired any rights by reason of anything contained in
this agreement, except as provided in paragraphs 6 and 21.
In witness whereof, the parties have caused this instrument to be duly
executed as of the day and year first above written.
___________________, Licensor
By________________________
Title:
___________________, Licensee
By________________________
Title: