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Document Preview Trademark and Copyright License Agreement |
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Title: |
Trademark and Copyright License Agreement |
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Entities: |
Honeywell International Inc.; Gardere Wynne Sewell, LLP; Ultrak, Inc.; Pittway Corporation; American Building Control Inc. |
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Date: |
2003 |
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Size: |
Preview shows 3KB of 40KB total |
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Price: |
$39 |
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ID: |
#148752 |
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TRADEMARK AND COPYRIGHT LICENSE AGREEMENT
This Trademark and Copyright License Agreement (this "Agreement") is
made as of this 20th day of December, 2002 ("Agreement Date"), between ULTRAK,
INC., Inc., a Delaware corporation, a corporation organized under the laws of
Delaware ("Licensor"), and PITTWAY CORPORATION, a corporation organized under
the laws of Delaware ("Licensee") and a wholly-owned subsidiary of Honeywell
International Inc., a Delaware corporation ("Honeywell").
WHEREAS, Licensee, together with certain other entities on the one
hand, and Honeywell on the other, are parties to that certain Asset Purchase
Agreement, dated as of August 8, 2002 (as amended to date, the "Asset Purchase
Agreement"), pursuant to which Honeywell acquired certain assets of Licensor;
WHEREAS, Licensor has been using the ULTRAK trademark and other
trademarks, trademark applications, registrations and renewals therefor
identified in Schedule A (the "Trademarks") in connection with its business; and
WHEREAS, Licensor owns certain copyrights related to the Trademarks
(the "Copyrights" and, together with the Trademarks, the "Licensed Property") in
connection with its business; and
WHEREAS, Licensee desires to acquire the right to use the Licensed
Property in connection with the certain businesses in certain geographic
locations as described herein pursuant to the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the foregoing promises, the
covenants set forth below and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Licensor agrees to and
hereby does license the Licensed Property to Licensee as follows:
1. Definitions.
Capitalized terms herein without definition have the meanings set
forth in the Asset Purchase Agreement.
2. Grant.
a. Subject to the terms and conditions of this Agreement, Licensor
hereby grants to Licensee, an exclusive (even as to Licensor), perpetual,
irrevocable, fully paid-up, worldwide, royalty-free license to use the
Trademarks in connection with the CCTV Business and on or in relation to the
sale of goods and services in connection with the CCTV Business.
b. Subject to the terms and conditions of this Agreement, Licensor
hereby grants to Licensee, an exclusive (even as to Licensor), perpetual,
irrevocable, fully paid-up, royalty-free license to use the Trademarks in
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