Académique Documents
Professionnel Documents
Culture Documents
Submitted by:
Siddharth Varshney Mridul Godha
Roll no.- 1249 Roll No. 1168
2. Compensation................................................................................................................................3
3. Audit..............................................................................................................................................4
4. Quality Control..............................................................................................................................4
7. Indemnity.......................................................................................................................................7
8. Force Majeure................................................................................................................................8
11. Confidentiality.........................................................................................................................10
14. Amendments............................................................................................................................12
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Trademark License Agreement
This Trademark License Agreement (“Agreement”) is made on February 19, 2018 (the
“Effective Date”) by and between M/s. Bad Brew Ltd., with its principal place of business at
22, Oxford Street, London (the “Licensor”) and M/s. Caffeine Culture Ltd., with its principal
place of business at 33, Lajpat Nagar, New Delhi (the “Licensee”).
A. The Licensor hereby grants to the Licensee, and the Licensee accepts a non-
transferable right and license to use COVFEFE in the Licensed Territory. The
license granted herein includes a limited right for the Licensee to grant
sublicenses.
B. Subject to the terms and conditions of this License, the Licensor hereby grants to
the Licensee, and the Licensee hereby accepts, a license to use the COVFEFE
C. Subject to the terms of this Agreement, the Licensor hereby grants the Licensee a
limited right to sublicense the right to manufacture, sell, distribute, market and
promote the Licensed Trademark only and with the prior permission of the
Licensor.
2. Compensation
A. Licensee shall pay the Licensor an annual lump-sum fee of Rs. 50,000 (rupees
B. In addition, in each License Year during the Term, Licensee shall pay to Licensor
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3. Audit
A. Licensor shall have the right, upon at least 5 (five) days’ written notice to inspect
Licensee’s books and records and all other documents and material in the
possession of or under the control of Licensee with respect to the subject matter of
this Agreement. Licensor shall have free and full access thereto for such purposes
and shall be permitted to make copies thereof and extracts there from.
B. In the event that such inspection reveals a discrepancy in the amount of Royalty
owed to Licensor from what was actually paid, Licensee shall pay such
discrepancy, plus interest, calculated at the rate of 5% (five percent) per month. In
the event that such discrepancy is in excess of Rs. 10,000 (ten thousand only),
Licensee shall also reimburse Licensor for the cost of such inspection including
4. Quality Control
the quality of a class of the Licensed Products falls below such a production-run
quality, as previously approved by Licensor, Licensee shall use its best efforts to
B. Licensor or his representative shall have the right to conduct during regular
compliance of such Products with the applicable standards. If at any time such
Products shall, in the opinion of the Licensor or his representative fail to conform
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promotion as set forth in Clause 5(a), Licensor or its authorized representative
shall so notify Licensee. Upon such notification Licensee shall within a period of
2 weeks try to comply with the specifications of the products which bear the
Licensor trademark and not sell such non-conforming Products until the standards
of quality contained applicable have been met to the satisfaction of the Licensor.
In the event that Licensee has not taken appropriate steps to restore such quality
within 2 weeks after notification by Licensor, Licensor shall either have the right
to terminate this Agreement and require that the Licensee cease using the
quality, six (6) sets of samples of all Licensed Products which Licensee intends to
manufacture and sell and one (1) complete set of all promotional and advertising
thirty (30) working days after receipt thereof will be deemed approval. Once such
samples have been approved by Licensor, Licensee shall not materially depart
there from without Licensor’s prior express written consent, which shall not be
unreasonably withheld.
D. Licensor may request every 6 months for inspections and tests to assure
5(a). The Licensee shall agree to furnish to the Licensor, 6 samples of the
completion of such inspections and tests, Licensor shall return such inspected and
Licensee may designate in writing. The transportation costs for shipment of the
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samples to Licensor and for return of the samples to Licensee or its designated
location as well as the risk of loss and damage to such samples shall be equally
license granted under this Agreement shall commence on the date of this
operation of law or otherwise, all rights (including the right to use the Licensed
Trademark), privileges and obligations arising from this Agreement shall cease to
exist.
C. In the event of a significant breach of this Agreement by either party, the other
party may terminate the license and rights granted to the breaching party under
and the basis for such termination. The license and rights granted under this
Agreement shall terminate sixty (60) days after mailing of such written notice
unless such breach is cured within such sixty (60) day period.
i. Except in the case of bona fide dispute the Licensee’s fails to pay any
in relation to the same within sixty (60) days of their being due; and/or
ii. Licensee’s using any trademarks, service marks, trade or business names
iii. Licensee’s offering for sale Products bearing the Licensed Trademark
which Products fail to meet the standards set forth in Clause 5(a); or
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iv. The Licensee does not for a period of more than one year develop, market,
(except at the option of either party for any application for injunctive relief) shall
be finally settled by arbitration in India under the rules of the Arbitration Act,
1996 and judgment upon the award rendered may be entered in any court having
jurisdiction.
C. The arbitrator may, in the Award, allocate all or part of the costs of the arbitration,
including the fees of the arbitrator and the reasonable attorneys’ fees of the
prevailing party.
7. Indemnity
The Licensee hereby agrees, at its expense, to defend, indemnify and hold the Licensor and
its respective officers, agents and employees harmless from any and all third party claims,
demands, causes of action, judgments and liability (whether criminal or civil, in contract, tort,
or otherwise) for losses, damages (including without limitation direct, indirect, and
consequential damages and loss of profits, production, use, and contracts), settlements and
costs (including attorney’s fees, court costs and expert’s fees) arising out of:
shipment, advertising, promotion, offering for sale and/or sale of the products or other
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products or services provided by Licensee or Licensee’s Distributors and bearing the
Trademarks; and/or
and/or
c) Any decision taken by the Licensor or its officers, agents or employees in accordance
with this Agreement refusing or withdrawing permission to the Licensee to use the
Trademarks on or in relation to any product, and the disclosure of any such decision
to any Person.
8. Force Majeure
delayed, by reason of war, or hostility, acts of the public enemy, civic commotion,
quarantine restriction, strikes and lockouts (as are not limited to the establishments
and facilities of the Licensee), fire, floods, natural calamities or any act of God
affected party to the other, within 21 Calendar days from the date of occurrence
thereof, neither party shall, by reason of such event, be entitled to terminate the
Agreement, nor shall either party have any such claims for damages against the
B. None of the Force Majeure events noted above will in any way cause extension in
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9. Representations & Warranties
A. Licensor represents and warrants that it has the right and power to grant the
licenses granted herein and that there are no other agreements with any other party
in conflict herewith.
B. Licensor further represents and warrants that to the best of its knowledge, the
C. Licensee represents and warrants that it will use its best efforts to promote,
D. Licensee shall be solely responsible for the manufacture, production, sale, and
distribution of the Licensed Products and will bear all related costs associated
therewith.
E. It is the intention of the parties that Licensee shall introduce the Licensed Products
in all metropolitan cities in India on or before February 19, 2019. Failure to meet
this deadline shall constitute grounds for immediate termination of this Agreement
by Licensor.
Upon the expiration or termination of this Agreement for whatever reason the Licensee at its
expense shall immediately cease to make any use of the Trademarks whatsoever, and shall
forthwith cause the Trademarks to be removed from all products and from all sales literature
and other materials and, where necessary to achieve this, shall use its reasonable efforts to
recall products and materials from retailers and other persons (other than the ultimate
customer). The Licensor may inspect any such products, sales literature, and materials to
ensure adequate removal of the Trademarks before such products are released again.
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However, stocks of the products and other materials bearing the Trademarks existing at the
date of expiration or termination of this Agreement, and which were produced in the ordinary
course of the Licensee’s business, may be disposed of by the Licensee subject to the
provisions of this Agreement (including its Schedule) within ninety (90) days thereafter if, at
the time of disposal, such products comply with the quality standards and can be disposed of
11. Confidentiality
A. Confidential Information
The Licensor, except where a provision of the Agreement provides otherwise, maintain in
confidential at the time of disclosure and reduced to writing marked “confidential” and sent
to the Licensor within thirty (30) days thereafter, and shall not use any such information
except for the purposes of this Agreement. The Licensor’s obligations under this sub-clause
shall be limited to taking such steps as it ordinarily takes to preserve the most important of its
The obligations of non-disclosure and non-use set out in Clause 17(A) above shall not apply
a) Is in the public domain at any time (but without prejudice to any person’s rights of
action against another person who wrongfully causes or permits such information to
the Trademarks or any license therunder to be validly registered or notified in any part
PROVIDED that no right or interest under any license, patent, or otherwise shall be
acquired by the recipient of any information by virtue of the application of this sub-
clause.
The obligations of non-disclosure, and the limitations on use, set out in Clause 17(A) above,
shall survive termination of this Agreement but subject to Clause 17(B) above.
D. Limited Disclosure
The Licensor may disclose the Licensee’s confidential information to those of its employees
who reasonably require having access to such information. However, The Licensor may not
The Licensor, unless another exception to the obligations under this sub-clause applies. For
the avoidance of doubt, The Licensor may disclose the Licensee’s confidential information to
No failure or delay on the part of either of the parties to exercise any right or remedy under
this Agreement shall be construed or operate as a waiver thereof nor shall any single or partial
exercise of any right or remedy preclude the further exercise of such right or remedy as the
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13. Entire Agreement
This Agreement constitutes the entire understanding of the parties, and revokes and
supersedes all prior agreements between the parties, including any option agreements which
may have been entered into between the parties, and is intended as a final expression of their
Agreement. It shall not be modified or amended except in writing signed by the parties
hereto and specifically referring to this Agreement. This Agreement shall take precedence
over any other documents which may be in conflict with said Agreement.
14. Amendments
Any amendment to this Agreement must be in writing and signed by an authorized person of
each party.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each
caused to be affixed hereto its or his/her hand and seal the day indicated.
[LICENSOR] [LICENSEE]
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