DRINKAWARE AND THE LICENSEE AGREE AS FOLLOWS:
1 GRANT OF LICENCE
1.1 In consideration for the mutual promises set out below, Drinkaware grants the Licensee a non-exclusive, non transferable, licence to use the Intellectual Property, as defined in Schedule A to this Agreement, on the terms and conditions set out in this Agreement for a period of two years from the dates agreed on the associated Registration and Consent Form.
1.2 The licence granted under this Agreement shall be non-transferable and shall not include the right to grant sub-licences to any third party without the prior express written consent of The Licensor.
2.1 In consideration for the Licensor granting the Licensee the Intellectual Property, the Licensee agrees to pay the Licensor the sum communicated by Drinkaware at the time of enquiry; which is payable in full before access to the Intellectual Property is permitted.
3 USE OF THE TRADE MARK
3.1 The Licensee shall only use the Trade Marks (i) for the purposes of promoting responsible drinking; and (ii) in accordance with the terms of this Agreement and any guidelines provided to it by Drinkaware from time to time.
3.2 The Licensee recognises and agrees that Drinkaware is the owner of the Trade Marks and that ownership of the Trade Marks and any goodwill arising from use of the Trade Marks shall accrue to and remain always vested in Drinkaware both during and after the term of this Agreement.
3.3 The Licensee acknowledges that it shall not obtain, nor will it represent that it has, any right, title or interest in or to the Trade Marks, other than that expressly granted in this Agreement and shall not use the Trade Marks or any mark, design or sign that is identical or similar to the Trade Marks outside the terms of this Agreement at any time during or after this Agreement without the written consent of Drinkaware.
3.4 The Licensee shall promptly on request by Drinkaware supply Drinkaware with samples of the Licensee’s printed materials and packaging which incorporate any of the Trade Marks and provide any if requested provide materials used online and / or in social media which incorporate any of the Trade Marks and is being or to be published online by or on behalf of the Licensee.
3.5 The Licensee shall not do or permit there to be done any act or omission which may denigrate the value of or render invalid or in any way detract from the value of the Drinkaware logo.
3.6 The Licensee shall comply fully in every respect with the terms of The Portman Group Code of Practice and the relevant Advertising Standards Authority guidelines (as may be updated from time to time).
3.7 The Licensee shall comply fully in every respect with the terms of Drinkaware’s Logo Guidelines (which may be updated from time to time) throughout the Term, annexed to this Agreement.
3.8 For the avoidance of doubt the Licensee is responsible for providing their chosen creative agencies with copies of the approved logos provided to them by Drinkaware and ensuring that these logos are used solely for the Licensed purpose.
4.1 The Licensee shall not use the Trade Marks in any way which (i) allows them to become generic, lose their distinctiveness or misleads the public; (ii) is detrimental to the reputation of Drinkaware; (iii) is contrary to any regulation, advertising or marketing code or any rule of law, or (iv) might reasonably bring the alcoholic drinks industry into disrepute.
4.2 Drinkaware will deem use of the Trade Marks to mislead the public for the purposes of clause 3.1 where any of the Trade Marks are incorporated in any material or packaging which implies any endorsement by Drinkaware of the Licensee’s products, merchandise or promotions.
4.3 The Licensee shall not use the Licensor’s logo except where it has been expressly licenced to do so by the Licensor in advance and on such conditions the Licensor shall determine.
4.4 The Licensee shall not (and shall ensure that its officers, employees, agents, distributors or representatives shall not) make any statement or act in any manner which, in the reasonable opinion of The Drinkaware Trust, may bring the reputation of The Licensor into disrepute.
4.5 The Licensee shall not assign, sub-license, charge, share or part with any of its rights or obligations hereunder without the prior written consent of the Licensor. 21 Drinkaware brand guidelines Confidential © The Drinkaware Trust
5 TERMS AND TERMINATION
5.1 This Agreement shall come into force on the date the Licensee receives confirmation of the grant of the licence from Drinkaware and shall continue until terminated by either party on 90 days’ written notice unless the Licensee is in breach of this Agreement in which case Drinkaware may terminate immediately on written notice.
6 LIMITATION OF LIABILITY AND INDEMNIFICATION
6.1 Nothing in this Agreement shall exclude or restrict either party’s liability arising from the fraudulent acts of that party or any other liability to the extent the same may not be excluded or limited as a matter of law.
6.2 The Licensee shall indemnify, defend and hold The Licensor harmless against all and any claims, losses, liabilities, expenses, costs, demands or causes of action, including (without limitation) damages and legal fees, arising out of the exercise, breach and/or non-performance by the Licensee of the provisions of this Agreement.
7.1 Amendment. No amendment to this Agreement shall be effective unless it is in writing is dated and is signed by a duly authorised representative of Drinkaware.
7.2 Entire Agreement. This Agreement constitutes the entire Agreement of the parties and each party confirms to the other that it has not entered into this Agreement on the basis of or in reliance on any representation or warranties made or given by the other party its servants or agents.
7.3 Notice. Any notice to be given under this Agreement shall be given in the English language, in writing by personal delivery, by an acknowledged receipt of email or by prepaid post to the address of either party. Any notice sent by post shall be deemed to have been delivered 2 days after despatch and in proving the fact of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted.
7.4 Third Party Rights. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
7.5 Applicable Law. This Agreement shall be governed by and construed in accordance with the Laws of England and the parties hereby submit to the exclusive jurisdiction of the Courts of England.