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- NOTICE TO CARRIER FOR LOSS OF GOODS
NOTICE TO CARRIER FOR LOSS OF GOODS Date …………………………… From Advocate…………………………………………………..…………. on Behalf of ……………………………………………………………………………… To M/s ……………………………………………………………..…………… Co. Ltd. Dear Sir, Subject - Claim in respect of loss in Consignment Note No ………………….………..dated ……………………………..Under instructions of my clients M/s STC and Company for and their behalf, I hereby give you notice as under: (1) My client …………………………….………………and Company entrusted ……………..……..to you for carrying the same to M/s ………………………………………………...vide consignment Note No. ………………..……..dated ……………(2) In the normal course, the said consignment should have reached to the consignee by but the said consignment has not reached M/s ……………………………………………………………………………………………..so far. (3) On enquiry from your depot, it has come to the notice of my clients on ............................ that the said consignment has been lost in transit and is not traceable. (4) The cost of the ………..entrusted to you for carriage was Rs. ………………….. and the said value was also declared at the time of handing over the consignment to you.(5) That my clients have suffered a pecuniary loss of Rs . ………………………... (Rs……….. ………..cost of goods + Rs. Freight paid + Rs.……………………………………loss of profits), which you are liable to pay. (6) That through this notice, you are hereby called upon to pay a sum of Rs .............................. as compensation to my clients, for the loss which my clients have suffered on account of loss of the above consignment, within fifteen days of the receipt of this notice, failing which my clients shall initiate legal proceedings against you at your risk as to costs and consequences, which you may please note. Yours faithfully, For ………………………………………………………………………Advocate Download Word Document In English. (Rs.10/-) Download PDF Document In Marathi. (Rs.10/-)
- AGREEMENT FQR TRANSPORTING GOODS ON REGULAR BASIS
AGREEMENT FQR TRANSPORTING GOODS ON REGULAR BASIS Download Word Document In English. (Rs.30/-) Download PDF Document In Marathi. (Rs.30/) AN AGREEMENT made on the day of ………..20………. Between STC Co. Ltd., a Company registered under the Companies Act, 1956 and having its registered office at Delhi, (hereinafter referred to as the Manufacturing Company, which expression shall, where the context so admits include its Successors and Assigns) of the ONE PART And Gati Transport Co. Ltd., a Company registered under the Companies Act, 1956 and having its registered office at …………………………………………………................. (hereinafter referred to as the Transport Company, which expression shall, where the context so admits include its Successors and Assigns)of the OTHER PART. WHEREAS the Manufacturing Company is the manufacturer of Electronic goods at its factory at Delhi and has appointed distributors throughout the country; AND WHEREAS the Manufacturing Company sends the goods manufactured by it to its distributors regularly; AND WHEREAS the Manufacturing Company was in lookout for appointing a transport company, who can undertake the transportation of its products to its distributors regularly and invited tenders for the said purpose through leading newspapers; AND WHEREAS the Manufacturing Company received a number of tenders from various transporters and found the transport company as suitable for its purposes; AND WHEREAS the Manufacturing Company has accepted the tender of the transport company vide its letter dated and advised the Transport Company to deposit a sum of Rs . ……………………………..as security for the due performance of the contract, and the Transport Company has deposited the said sum on ………………………………………..with the Manufacturing Company. A copy of the tender and acceptance letter is annexed hereto and marked Annexure A; AND WHEREAS the parties have agreed to enter into an agreement herein contained. NOW IT IS HEREBY AGREED BETWEEN BOTH PARTIES AS FOLLOWS: (1) The Manufacturing Company appoints Gati Transport Company Ltd. as its sole transport company for a period of one year commencing from……………………………….. or an sporting its products from its factory at ………………………..............to its distributors situated in different cities of India. A list of the distributors along with their addresses and tentative quantity to be sent to them monthly has been given in the Schedule hereunder written. (2) The Transport Company agrees that it shall transport the products manufactured by the Manufacturing Company from its factory to the distributors mentioned in the Schedule hereunder written. (3) The Transport Company agrees that it shall make available to the manufacturing company every day the number of trucks required by it for transporting the manufacturing company's products. However, the number of trucks to be provided by the transport company will not be more than trucks per day. (4) The Manufacturing Company will pay to the Transport Company transport charges in respect of each truck at the rate of Rs ……………………….. ………..per km. for the distance between the factory and the distributor to whom the products will be transported. The manufacturing company will also reimburse to the transport company any octroi duty, toll tax and other tax of a similar nature paid by the transport company in respect of the manufacturing company's products. The manufacturing company will not be liable for any other charge or expenses of any nature whatsoever. (5) The Sales Manager of manufacturing company shall indicate to the transport company in the evening by 5 PM, how many trucks will be required to be sent in the morning by 8 AM, so that loading of the products may start immediately. If any truck is returned back by the manufacturing company on any day on any ground, the manufacturing company will pay Rs ……………………………..per day per truck sent back, if the truck is sent by 12 noon, but if it is sent back after 12 noon, the charges paid will be Rs .………………..per day per truck. (6) The Transport Company undertakes that it will provide trucks of good condition with the drivers having valid driving licences. The officers of the manufacturing company will be authorised to inspect the condition of the truck, permits, insurance books of each truck, up to date vehicle tax paid receipts and driving licences of the drivers and the transport company will produce the said documents for inspection to the officers of the manufacturing company whenever required to do so. If the officer of the manufacturing company comes to the conclusion that any truck is not of good condition or lacking in any other respect, he can require the transport company to take back the said truck for which the transport company shall not be entitled to any charges. However, the officer will intimate to the Transport Company the reasons for requiring the truck to be taken back. (7) The products will be loaded by the workers of the manufacturing company. The products will be packed in big boxes, with suitable packing material, so that the products may not be damaged in transit. The details of the products and the time required to reach its destination will be given in the consignment note by the manufacturing company in four copies, which will be signed by the representatives of the manufacturing company and transport company. The manufacturing company will deliver two copies of the said consignment note to the transport company, and one copy to the distributor, to whom the products are sent and retain one copy with it. (8) The transport company will deliver the products to the distributors and obtain delivery certificate/challan in duplicate from the distributor. The products will be unloaded by the distributor's workers. The distributor will receive packed boxes, from the transport company. (9) During the transport, the transport company's representatives will take proper care and precautions for the protection of the products, so that the products may be delivered to the distributors in good condition. (10) If during the transit, the products are lost or damaged due to accident or any other reason whatsoever, the transport company will be liable for the loss or damage to the products. If the products are lost or damaged in transit, the transport company will immediately inform about the loss or damage along with the place where the trucks are kept to the manufacturing company and the manufacturing company will send its representative to assess the damages, before the consignment is delivered to the distributor. The loss along with the expenses incurred by the manufacturing company due to the loss or damages will be recovered from the money payable to transport company. (11) In case the transport company does not deliver the products within the period stipulated in the consignment note, the transport company will be liable to pay damages @ Rs . ……….. per day of delay beyond the stipulated period and the same shall be recovered from the bills of the transport company. However, if the delay is on account of accident, or force majeure such as flood, heavy rains, earthquake or blocking of road by reason of any strike, the transport company will not be liable to pay the damages for the delay. (12) The transport company will not transport goods of any other person in the trucks carrying the manufacturing company products. (13) The transport company will submit a bill along with the copies of the consignments and statement of the products transported in the week to the Accounts Manager, of the manufacturing company. The manufacturing company will make the payment of the bill after verification about the products transported and deducting the amounts recoverable, if any from the transport company. The payment of the bill will be made within a period of seven days from the date of the receipt of the bill. In case of delay in payment of the bill, the manufacturing company will pay interest @………..per month to the transport company for the delayed payment. (14) The transport company has deposited a sum of Rs……………………………on…………………………with the manufacturing company for the due performance of the contract for the entire contract period. The said sum will not carry any interest and will be refunded on the termination of this contract after deduction of claims of the manufacturing company against the transport company, if any. (15) This contract is for a period of one year commencing from………………………………However, the contract can be renewed for a further period of one year on the terms and conditions to be mutually agreed upon between the parties. The contract can be terminated by the manufacturing company before the term of the contract by giving fifteen days' notice to the transport company and in case of earlier termination, the transport company will have no claim against the manufacturing company. (16) This contract will be subject to the provisions of the Carriers Act, 1865. (17) In case any dispute, difference or question arises between the parties touching the construction, meaning or effect of this Agreement or any clause or thing herein contained or the rights or obligations of the parties hereto or their respective successors or assigns or any of them under this Agreement or otherwise howsoever in relation to this Agreement, shall be referred to two arbitrators, one to be appointed by each party, who shall appoint third arbitrator, who shall act the Presiding Arbitrator before taking upon themselves the burden of reference, and the provisions of Arbitration and Conciliation Act, 1996 and any statutory modification thereof for the time being in force shall apply to such arbitration. (18) This Agreement shall be executed in duplicate. The original shall be retained by the manufacturing company and the duplicate by the transport company. IN WITNESS WHEREOF the parties have caused their common seal to be affixed to these presents and a duplicate hereof, the day and year first hereinabove written. The Schedule above referred to Annexure A The common seal of STC Co. Ltd., the manufacturing company within named hereunto affixed pursuant to the Resolution of its Board of Directors dated the 1 ……………day of ……………20……………in the presence of Shri …………… Director of the Company authorised to affix the seal and sign 2.The common seal of Gati Transport Co. Ltd., the within named transport company is hereunto affixed pursuant to the Resolution of its Board of Directors dated ……………………..…………the……………day of……………20……………in the presence of S/Shri ……………and ...........................Directors of the Company authorised to affix the seal and sign WITNESSES
- APPOINTMENT OF SOLE SELLING AGENT
APPOINTMENT OF SOLE SELLING AGENT This Agreement is made on this 12th day of …………………………..…. Between ……………………………………………………………………………………………….…………. Ltd., a company registered under the Companies Act 1956 and doing business at……………………………................. Chennai (hereinafter referred to as the company) of the One Part And …………………………………………………………………………………………………………. Ltd,, a company registered under the Companies Act 1956 and doing business at................... Salem (hereinafter called agent) of the Other Part. Whereas, the company is engaged in manufacturing Telephone equipments. And whereas the agent being wholesale trader in Telephone equipments in South India with headquarters at Salem and has approached the company for being selected as sole selling agent of the company in South India. And whereas the company per its general meeting held on …………………..……… has adjudged to select Shyam& Co. Ltd. being sole selling agent for South India for whole-sale trade of the company's manufactured Telephone equipment. Now this agreement witnesses and the parties hereby consent as below: 1. The company select Shyam& Co. Ltd., Salem being the sole selling agent for South India for Telephone equipments manufactured by the Company and the said Agent will bear exclusive authority and right to vend may be in cash or on credit and get the orders for vending the said products of the company in any way in the said territory. 2. The selection shall be effective from 1st day of November 2003 and shall be enforceable for five years from the said date without prejudicing right of re-selection but basing on approval by the company in general meeting along with approval by Central Government as laid per section 294 of the Companies Act 1956 with rule 2 of the Companies (Appointment of Sole Agents) Rules 1975. 3. The agent shall bear right in operating the whole territories of South India either directly or through their branch offices, sub-agents or associates for effecting to this Agreement. 4. The agent in consideration of its vending and procuring orders for vending the company's products shall be paid a commission of 12.5% on total sales done by it but on amount actually collected/paid to the company by it. 5. (A) The agent hereby agrees that it will exclusively engage in vending the company's products as best as he can and shall not employed in vending alike or similar products of other manufacturers which will protect, preserve and maintain patents/trade mark of the company's products vended by it in all possible way per its own cost and will never permit others in using same without any power. (B) The agent will maintain and keep full and complete accounts of sale of the company's products, area-wise with region-wise and present quarterly reports of sale, stock-in-hand, realising of credit bills and any other information as may be needed by the company from time to time. (C) It will not create any duties involving payment either in kind or cash on behalf of the company and shall not transfer any interest, right and obligation emerging out of these presents to any third party. The agent shall keep the company well intimated of the demands of the company's products emerging in territories of its operation from time to time. 6. The company hereby agrees that it shall give to the agent complete catalogues, direction books, circulars for augmenting sales of its products and publish advertisements in local and regional newspapers for augmenting sales of the company's products. It shall execute orders placed by the agent with all reasoned despatch and shall not entertain/execute direct orders from the territories allotted to the agent and If any orders are received by it the same shall be transferred to agent and it will be paid commission at 12.5% on such orders when executed. 7. The parties hereto hereby consent that nothing contained herein shall prejudice the rights of the company to select another selling agent in the same territory or to open its own retail gown it is found compulsory in promoting public distribution system or to execute any special programme of the Government of India 8. The retail price of the product shall always be determined by the company in its own discretion. 9. This Agreement shall be renewable subject to mutual agreement of the parties hereto on ending of five years, 10. Either party may terminated this Agreement on serving six months' notice to other parties in advance and in writing. 11. Any controversies emerging between the parties hereto shall be referred to the sole arbitrator Mr. A & A whose decision/award shall be binding/final upon the parties hereto. 12. The Chennai Courts will have the jurisdiction in adjudging the issues in controversies between the parties hereto. In witness whereof the parties herein execute these presents on the day, month and year first above-written. Signed, sealed and delivered by Mr....................pursuant to Board Resolution dated 30th September 20………… of Ram & Co. Ltd. Signed, sealed and delivered by Mr. ………………................pursuant to Board Resolution dated 1st October 20……………………………… of Shyam& Co. Ltd. Download Word Document In English. (Rs.15/-) Download PDF Document In Marathi. (Rs.15/-)
- Trade-Name License Agreement
Trade-Name License Agreement Download Word Document In English. (Rs.15/-) THIS AGREEMENT is made by and between ________________, a [type of entity] (hereinafter referred to as "Licensor"), and ____________, a [type of entity] (hereinafter referred to as "Licensee"). W I T N E S S E T H WHEREAS, Licensee acknowledges that licensor is the owner of the name "_________________" and any variation thereof (the "Name"); and WHEREAS, Licensee is desirous of using the Name in connection with _______________. NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows: 1. Grant of License. Licensor hereby grants to Licensee and Licensee hereby accepts the right, privilege and nonexclusive license to use the Name solely in connection with _____________________ (the "Business"). Licensee shall use the Name at all times for the Business and no other purposes. Licensor represents and warrants that, to the best of its knowledge, it owns the rights to the Name. 2. Term. The term of the license hereby granted shall be effective upon the date of execution of this Agreement and shall continue for ____ years, unless sooner terminated in accordance with the provisions hereof. 3. License Fee. Licensee shall pay to Licensor, as a license fee for the use of the Name, $____________, payable [on the date hereof] [set forth payment date or dates]. 4. Nonexclusivity. 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. 5. Good Will. Licensee recognizes that there exists great value and 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. 6. 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 the license granted herein. b. Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor’s right 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 of the Name 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 imitation without first obtaining the written consent of the Licensor so to do. c. Licensee agrees to cooperate fully and in good faith with Licensor for the purpose of securing and preserving Licensor’s rights in and to the Name, and Licensor shall reimburse Licensee its reasonable costs for such cooperation (unless Licensee is in breach of this Agreement). 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, expect 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 trade 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 conform the foregoing. Any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this Agreement. 6. Inspection. Licensor, or its nominee, shall have access to the Business during normal business hours and to books and records of Licensee for the purpose of ensuring compliance with this Agreement. 7. Use of Name. Licensee shall have no right to affix the Name to any building, sign, merchandise or other item without first obtaining Licensor’s express written consent, which consent shall be within the reasonable discretion of Licensor. 8. Termination. (a) Licensee may not terminate this Agreement. (b) The license rights granted hereunder may be terminated by Licensor upon immediate notice without the opportunity to cure should any of the following events occur: (i) If Licensee shall: (A) admit in writing its inability to pay its debts generally as they become due; (B) file a petition in bankruptcy or a petition to take advantage of any insolvency act; (C) make an assignment for the benefit of its creditors; (D) consent to theappointment of a receiver of itself or of the whole or any substantial part of its property; (E) on a petition in bankruptcy filed against it, be adjudicated as bankrupt; (F) file a petition or answer seeking reorganization or arrangement under the bankruptcy laws or any other applicable law or statute; (G) become subject to a final order, judgement or decree entered by a court of competent jurisdiction appointing, without the consent of Licensee, a receiver of Licensee or of the whole or any substantial part of its property or approving a petition filed against Licensee seeking reorganization or arrangement of Licensee under the bankruptcy laws or any other applicable law or statute; or (ii) Licensee shall fail or refuse to perform any other obligation created by this Agreement of Licensee breaches any term or condition of this Agreement or any other agreement between Licensee and Licensor or its affiliates; or (iii) Licensee has made any misrepresentations relating to the acquisition of the license granted herein, or Licensee or any of Licensee’s shareholders, officers, directors, or managing personnel engages in conduct which reflects unfavorable on the Name or upon the operation and reputation of the Licensor’s business; or (iv) Licensee or any of Licensee’s shareholders, officers, directors, or managing personnel is convicted of a felony or any other criminal misconduct which is relevant to the operation of the business of Licensee. In the event of termination of this License for any reason, Licensee shall immediately cease all use of the Name and shall not thereafter use any name, mark or trade name similar thereto. Termination of the license under the provisions of this Section 9 shall be without prejudice to any rights which Licensor may otherwise have against Licensee. 9. Compliance with Laws and Regulations. Licensee shall, and shall cause its shareholders, officers, directors, and managing personnel to, comply with all laws, rules and government regulations pertaining to its business and shall not violate any laws which would create an adverse effect on the Name. 10. Relationship of Parties. Licensee shall not in any manner or respect be the legal representative or agent of Licensor and shall not enter into or create any contracts, agreements, or obligations on the part of Licensor, either expressed or implied, nor bind Licensor in any manner or respect whatsoever; it being understood that this Agreement is only a contract for the license of the Name. 11. Name Ownership. Licensee agrees that the Name is the sole property of Licensor and that Licensee has no interest whatsoever in such Name, and Licensee shall use the Name only for so long as the license granted hereby remains in full force and effect. Licensee shall not take any actions, or aid or assist any other party to take any actions, that would infringe upon, harm or contest the proprietary rights of Licensor in and to the Name. 12. Other Licensees. Licensee agrees not to interfere in any manner with , or attempt toprohibit the use of the Name by, any other licensee duly licensed by Licensor. Licensee further agrees to execute any and all documents and assurances reasonably requested by Licensor to effectuate the licensing of the Name to any other party and agrees to cooperate fully with Licensor or any other licensees of Licensor to protect Licensor’s lawful authority to use the Name. SIGNED AND DELIVERED For and on behalf of________ ________< Licensor>_______ _________________ Authorized Signatory SIGNED AND DELIVERED For and on behalf of________ ________< Licensee>_______ _________________ Authorized Signatory
- Deed of Assignment This ASSIGNMENT
Deed of Assignment This ASSIGNMENT made on ________________________________________________________ BETWEEN: ________________________________________________________________________ ____________________________________________________________________________ (hereinafter called “the Assignor”) of the one part AND _______________________________________________________________________________ ____________________________________________________________________________________ (hereinafter called “the Assignee”) of the other part. WHEREAS the Assignor is the Proprietor of the trademark(s) as per Exhibit A attached hereto and incorporated by reference herein. AND WHEREAS the Assignor has agreed with the Assignee to assign, sell and transfer the said trademark(s) to the assignees. NOW, THEREFORE, in pursuance of this agreement and in consideration of the payment of _________________ and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ASSIGNOR hereby conveys, transfers, assigns, delivers, and contributes to ASSIGNEE all of ASSIGNOR'S right, title, and interest of whatever kind in and to the trademarks, together with (1) the goodwill of the business relating to the Products/Services in respect upon which the trademarks are used and for which they are registered, (2) all income, royalties, and damages hereafter due or payable to ASSIGNOR with respect to the trademarks, including but without limitation, damages and payments for past or future infringements and misappropriations of the trademarks and (3) all rights to sue for past, present and future infringements or misappropriations of the trademarks. The assignor confirms that no dispute in respect of the trademark/s is pending in any court of law. The assignor and assignee confirm that there is remittance of funds outside India in connection with this assignment. THE ASSIGNOR further covenants that on the request of the Assignee, it will execute, all documents, papers, forms and authorizations that may be necessary for securing, completing, or vesting in Assignee full right, title, and interest in the trademarks. THUS the said registered trademarks have become as from the date of this Deed the absolute property of the Assignees on a worldwide basis. The Assignees would take the necessary action to effect the registration of this Deed at the Registrar’s Office concerned and for payment of taxes, if any, on the financial transaction. GOVERNING law, in case of any dispute in respect of this agreement, would be of ______________________ (Country). IN WITNESS WHEREOF the common seals of the parties hereto are hereunto affixed the day and year first above written. _________________________ _________________________ ASSIGNOR ASSIGNEE Download Word Document In English. (Rs.10/-)
- DEED OF ASSIGNMENT OF A TRADE MARK (WITH GOODWILL)
DEED OF ASSIGNMENT OF A TRADE MARK (WITH GOODWILL) THIS DEED OF ASSIGNMENT made on this _______ day of __________ between _________________ M/s _______________________________, a Partnership firm having its principal office at _________________________ hereinafter referred to as "the Assignor" (which expression shall unless contrary to the context or meaning thereof include the partners for the time being or any change thereof, their successors, executors, administrators, legal representatives and assigns) of the one part. AND Sh. ____________________________ S/o ____________________________ r/o _____________________________________ hereinafter referred to as "the Assignee" (which expression shall unless contrary to the context or meaning thereof including his successors, executors, administrators, legal representatives and assigns) of the other part. WHEREAS 1. The Assignor being proprietor of certain Registered Trade Mark, the details whereof are given in schedule annexed hereto (hereinafter referred to as "the trade marks"). 2. The Assignee has asked the Assignor and the Assignor has consented to transfer the said trade marks to the Assignee with goodwill of the business in the goods under which the said trade marks have been registered on the terms /conditions hereinafter appearing. NOW THIS DEED WITNESSETH AS FOLLOWS: That per the said agreement and in consideration of the sum of Rs.__________(Rupees _________________________________ only) paid by the transferee to the assignor (which receipt is acknowledged by assignor) the assignor being proprietor of the said trade marks hereby transfers to the assignee the same trade marks more specifically stated in the schedule annexed hereto with the goodwill of the trade in the goods under which the said trade marks have been registered and TO HOLD the same unto the transferee. IN WITNESS WHERE OF, the parties hereunto have signed this __________ day of _________________. (The Schedule here in above referred to) The Assignor The Assignee Witness: 1. 2. Download Word Document In English. (Rs.10/-)
- Agreement To Use Trade Mark
Agreement To Use Trade Mark This Agreement To Use Trade Mark is made between the following: M/s_____________________________, having their office at:________________ through their authorized person ( hereinafter known as the I st Party) AND M/s_____________________________________, having their office at: ______________________________________________________ through their authorized person (Hereafter known as the II nd Party) WHEREAS the I st Party is the manufacturer under a registered Trade Mark, more specifically described in the ANNEXURE A to this Agreement To Use Trade Mark. WHEREAS the II nd Party is manufacturing the same product in India under a separate agreement entered into between the parties hereto. AND WHEREAS the I st Party declares that the Trade Mark is duly registered and is valid and subsisting and it has a right to allow the same to be used by any party even outside the country where it is registered. AND WHEREAS the II nd Party has requested the I st Party to allow to use the same Trade Mark In the sale of the said product in India and which the II nd Party has agreed to do on the following terms and conditions agreed upon between the parties. NOW IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. The Ist Party agrees to allow and hereby grants the right to use the said Trade Mark mentioned In the Schedule hereunder written in relation to the said product manufactured and sold by the II nd Party in India till the validity of the registration of the said Trade Mark owned by the Ist Party. 2. The II nd Party shall get its name registered as the user of the said Trade Mark in India as required by the Indian Law and the Ist Party will give its written consent to the application that will be made by the II nd Party to the Registrar of Trade Marks in India for that purpose. All expenses required for that purpose will be on account of the II nd Party only. 3. The II nd Party and only II nd Party only will use the said Trade Mark only for the sale of the said product in India and not for any other goods or anywhere outside India under this Agreement To Use Trade Mark. The parties may however at their choice enter into any other agreement in this regard separately. 4. The Ist Party has agreed to allow the use of the said Trade Mark only If and so long as the said product is manufactured according to the specifications and standards laid down by the Ist Party and with the help of the know-how supplied by the Ist Party to the II nd Party. If at any time, the Ist Party finds that the said product is not up to such specifications and standards the Ist Party will be entitled to withdraw the license or permission granted by the Ist Party under this Agreement To Use Trade Mark and to cancel this Agreement To Use Trade Mark giving three months’ prior notice to the II nd Party in that behalf. 5. In the event of the cancellation of this agreement under the above mentioned clause or any other provision herein contained, the II nd Party will forthwith stop the usage of the said Trade Mark and withdraw all advertisements, posters and other material referring to the said Trade Mark in any manner. In such event, the registration of the Trade Mark for user will also be got cancelled by the II nd Party. , 6. In all advertisements. labels or packing’s, posters, and other material in which the said Trade Mark is used, it will also be mentioned that the Trade Mark belongs to the Ist Party and the II nd Party is allowed to use the same. 7. The II nd Party will be vigilant to see that the said Trade Mark or any other mark similar thereto is not used or passed off by any other person as the Trade Mark of that person and in the event of such use, shall take immediate legal action civil and/or criminal to prevent the use thereof or in the event of its being used to claim damages for infringement thereof. The Ist Party will, in such event execute a power of attorney in favour of the II nd Party authorizing the II nd Party to take such action, civil or criminal in the name of the Ist Party provided that such action shall not be taken without the written consent of the Ist Party and if taken shall not be further prosecuted unless it is ratified by the Ist Party in writing. 8. Except the right to use the said Trade Mark during the subsistence of this Agreement To Use Trade Mark. the II nd Party shall not have or claim to have any other right to the said Trade Mark. 9. In consideration of the permission or licence to use the said Trade Mark the II nd Party shall pay to the Ist Party the amount fixed as per the schedule under this Agreement To Use Trade Mark. 10. All payments to be made by one party hereto to the other under this Agreement To Use Trade Mark shall be subject to the permission of the Reserve Bank of India and shall be made in the manner sanctioned by the said Bank. 11. The said Letters of approval issued by the Government of India herein before recited and hereto annexed, shall be deemed to form part of this Agreement To Use Trade Mark and any term of this agreement which is contrary to or inconsistent with any term or condition of the said letter. the same will be treated as void and of no effect. 12. The duration of this agreement shall be from __________ to ___________, subject to the other provisions herein contained. The said period may be extended by mutual consent. 13. This agreement will be treated as terminated on the happening of any of the events below mentioned. (i) If any party hereto commits breach of any provisions of this agreement and the party who is alleged to have committed breach Is served with a notice by the other party, three months prior to the intended date of termination by the other party and the former party has failed to amend the breach within the said period. (ii) If any event happens which will make the performance of this agreement impossible Including any force majeure event. (iii) If either the II nd Party or the Ist Party goes into either voluntary or compulsory liquidation according to or under the law by which it is governed. (iv) If the parties hereto mutually agree to terminate this agreement. 14. All the sanctions, approvals, permissions, licenses and other requirements of the Government of India and of any statutory authorities required for giving effect to all the terms and conditions. of this agreement shall be obtained by the II nd Party. 15. In the event of any dispute or difference arising between the parties hereto or as to the rights and obligations under this agreement or as to any claim, monetary or otherwise of one party against the other or as to the interpretation and effect of any terms and conditions of this agreement, such dispute or difference shall be referred to Arbitration of a common Arbitrator If agreed upon, otherwise to two Arbitrators one to be appointed by each of the parties to this agreement and such Arbitration shall be governed by the Indian Arbitration & Conciliation Act 1996. The venue for such Arbitration shall be at the place mutually agreed by both the parties India. 16. Any communication by one party to the other shall be made by at the address mentioned in this agreement. 17. In this agreement the expression know-how shall include technical information such as Inventories, formulae, process, engineering and manufacturing skill. scientific data, calculations, specifications, drawings, standards, sketches and all other relevant information and knowledge. 18. Each of the parties hereto shall be deemed to Include its successors or permitted assigns. IN WITNESS WHEREOF the parties have put their respective seals the day and year first herein above written. Ist Party II nd Party Witnesses 1. 2. Download Word Document In English. (Rs.25/-)
- BEFORE THE REGISTRAR OF TRADE MARKS, AFFIDAVIT
BEFORE THE REGISTRAR OF TRADE MARKS, AFFIDAVIT In the matter of Trade Mark Application No. ___________ AFFIDAVIT In support of request made to record the name of a Subsequent Applicant/Proprietor I, ______________________, Indian citizen, s/o __________________, R/o ______________________________________ do hereby solemnly affirm and declare as follows: 1. That I am an Indian national and residing at the above mentioned address. 2. That I am __________(designation) of ‘( Society name)’, a Society duly registered and validly existing under the Society Registration Act, 1860 having its address at Address (hereinafter referred to as ‘the Society’). 3. I state that I am familiar and well conversant with the facts and circumstances of the present matter and competent and authorized to swear this affidavit and make necessary statement in respect thereof. 4. I state that the trade mark application no. _____________was filed on __________with The Office of The Registrar of Trade Marks, New Delhi by M/s ________________________ a company duly incorporated and validly existing under the Companies Act 1956, and presently known as “___________________”having its office at ___________________________ 5. I state that the trade mark application no. ________ was filed with the Office of The Registrar of Trade Marks, New Delhi for obtaining the registration of a mark for services falling under class ____. 6. I state that the registration of the mark filed for registration under trade mark application no. ____________ is presently pending. 7. I state that a Deed of Assignment dated _______________, was entered by and between the Society and (Company name).” 8. I state that by virtue of Deed of Assignment dated _____________, the entire rights, title and interest vested in the trade mark filed for registration under trade mark application no. _______ stand transferred/ assigned to the Society together with the goodwill of the business connected with and symbolized by the said trade mark, more particularly, as described in the Schedule attached as Annexure-A of the said Deed of Assignment. 9. I state that for all legal purposes and intent the averments contained in the Deed of Assignment dated November ____, 2015 and its Annexure –A be read as part and parcel of present affidavit and the same are not repeated herein for the sake of brevity. 10. I state that with effect from ___________ (being the date on which the aforementioned Deed of Assignment was executed) Society is entitled to have its name entered in the records of The Registrar of Trade Marks as “Subsequent applicant/proprietor” of the Trade Mark filed for registration under application no. _______. 11. I state that as per Article 2(a) of the Deed of Assignment dated _________ “( .” expressly agrees that it shall not object to Company Name) recording of Society name as “Subsequent Applicant/proprietor” of the Trade Mark filed for registration under trade mark application no. _______. 12. I state that no legal proceedings with respect to the trade mark filed for registration under trade mark application no. __________ are presently pending in any Court of law or Tribunal in India, wherein the adoption, ownership, title and/or use of the trade mark is being questioned, challenged and/or disputed. 13. I state that this affidavit is executed in order to be produced before the appropriate authorities in support of the request to record the name of the Society i.e ( Society name). “” as “Subsequent applicant/ proprietor” of the Trade Mark pending registration under trade mark application no. _________. Dated this _____ day of January 2016. Place : New Delhi _______________ Deponent Name ________________ Designation ________________ (Society Name) VERIFICATION Verified at New Delhi on this ____ day of January 2016 that the facts and statements made herein above paras are true and correct to the best of my knowledge and belief and nothing material or relevant has been concealed therefrom. _______________ Deponent Tags: trademark Download Word Document In English. (Rs.15/-)
- TRADEMARK AND TRADE NAME LICENSE AGREEMENT
TRADEMARK AND TRADE NAME LICENSE AGREEMENT Download Word Document In English. (Rs.90/-) This TRADEMARK AND TRADE NAME LICENSE AGREEMENT is dated as of October 10, 2008 (the “Agreement”), between Misys plc, a public limited company organized under the laws of England, having a principal place of business at One Kingdom Street, London W2 6BL, United Kingdom (“Licensor”), and Misys Healthcare Systems, LLC, a North Carolina limited liability company, having its principal place of business at 8529 Six Forks Road, Raleigh, North Carolina 27615 (“Licensee”). Licensor and Licensee are referred to herein collectively as “Parties” and each individually as a “Party”. W I T N E S S E T H : WHEREAS, Licensor is the owner of the trade name “MISYS” (the “Licensed Name”) and certain trademarks and service marks consisting of or incorporating the designation “MISYS,” identified in the schedule attached hereto as Schedule A, and has applied for and registered such trademarks and service marks in the United States (the “Territory”) (such trademarks and service marks and such registrations and applications, together with any and all common law rights pertaining thereto, are referred to collectively as the “Licensed Marks”) for use in Licensor’s business; WHEREAS, Licensor is the owner of the domain names listed on Schedule B hereto (the “Licensed Domain Names” and together with the Licensed Name and the Licensed Marks, the “Licensed Property”); WHEREAS, at the Closing (as defined in the Agreement and Plan of Merger, dated as of March 17, 2008, by and among Licensor, Licensee, Allscripts Healthcare Solutions, Inc., a Delaware corporation, having its principal place of business at 222 Merchandise Mart, Suite 2024, Chicago, IL 60654 (“Allscripts”) and Patriot Merger Company, LLC, a North Carolina limited liability company (the “Merger Agreement”)), Licensor will own, directly or indirectly, 54.5% of the equity interests in Allscripts on a fully-diluted basis (as determined pursuant to the Merger Agreement); WHEREAS, Licensor previously licensed Licensee the right to use the Licensed Marks in connection with Licensee’s healthcare information technology products and services, pursuant to the Trademark License Agreement, effective as of May 7, 2004 between Licensor and Licensee (the “Existing License”), and Patriot Merger Company, LLC, a wholly-owned subsidiary of Allscripts is merging as of the date hereof with and into Licensee with Licensee as the surviving company (the “Merger”); WHEREAS, entering into this Agreement is a condition to effecting the Merger; WHEREAS, in connection with the Merger, the Parties have decided to replace the Existing License with this Agreement to more clearly set forth the rights and obligations of each Party; WHEREAS, Licensee desires to use, and Licensor is willing to license Licensee to use, the Licensed Marks in connection with Licensee’s healthcare information technology products and services and such other products and services as the Parties may agree (such products and services together with any permitted sublicensee’s healthcare information technology products and services, the “Products and Services”), to use the Licensed Name in connection with Licensee’s business of providing Licensee’s healthcare information technology products and services (the “Licensed Business”), and to use the Licensed Domain Names in connection with the Licensed Business under the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Grant of License. 1.1. Grant of Trademark License. Subject to the terms and conditions contained herein, Licensor hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive, nonassignable, royalty-free license to use the Licensed Marks in connection with the marketing, promotion, advertisement, distribution and sale of the Products and Services of Licensee in the Territory. 1.2. Grant of Trade Name License. Subject to the terms and conditions contained herein, Licensor hereby grants to Licensee, and Licensee hereby accepts, a nonexclusive, nonassignable, royalty-free license to use the Licensed Name in its corporate name and trade name solely in the form of “Allscripts Misys” with or without one or more additional words (e.g., “Allscripts-Misys Healthcare Solutions”) and a corporate-form identifier such as “Inc.” or “LLC”, as applicable, in connection with the operation of the Licensed Business in the Territory. 1.3. Grant of License to Domain Names. Subject to the terms and conditions contained herein, Licensor hereby grants to Licensee a nonexclusive, nonassignable, royalty-free license to use the Licensed Domain Names in connection with the operation of the Licensed Business in the Territory. The Parties agree that the ability of a third party to access the websites operated under the Licensed Domain Names from outside of the Territory shall not be deemed a breach of this Agreement, provided such websites are not targeted to persons or entities outside of the Territory and to the extent that a person or entity is identified as being outside of the Territory, Licensee does not provide Products or Services and does not permit any Sublicensee to provide Products or Services outside of the Territory. In the event of any doubt as to where such person or entity is located, Licensee shall, and shall cause any Sublicensee to, obtain written confirmation from such person or entity that it is located and operating in the Territory. Licensor shall designate a person specified by Licensee as the “technical 2 contact” for each Licensed Domain Name to the extent necessary to permit access to the associated website. 1.4. Restrictions on Use. (a) Except for use of Allscripts’ color scheme of red, black and grey, which may be used for the Licensed Marks other than “Misys” used alone, “Misys” in combination with the “M” logo and the “M” logo, Licensee shall not change or modify the Licensed Property, or create any design variation of the Licensed Property, without the prior written consent of Licensor. (b) Except for the word “Allscripts”, Licensee shall not join any name, mark or logo with the Licensed Property so as to form a composite trade name or mark, without obtaining the prior written consent of Licensor. (c) Licensee shall not use any other name or mark that is confusingly similar to the Licensed Property, provided, however, that use of the word “Allscripts” with the secondary words in the Licensed Marks (e.g., Tiger), with or without the word “Misys”, will not be considered confusingly similar. 1.5. Changes in Licensed Marks. Upon written notice to Licensee, Licensor may, from time to time in its sole discretion, elect to (a) discontinue any Licensed Marks or Licensed Domain Names and/or (b) replace any Licensed Marks or Licensed Domain Names with or use new or different trademarks or service marks or domain names (“New Marks”) with respect to the Products and Services or the Licensed Business. Upon such election, any such New Marks may be designated Licensed Property by Licensor and if designated as such shall be subject to the terms of this Agreement, and Schedule A shall be deemed amended automatically to include such New Marks. In the event Licensor discontinues any Licensed Property or introduces a New Mark, Licensee shall have a reasonable period of time, not to exceed six (6) months, to cease use of such discontinued Licensed Property or begin use of such New Mark. 1.6. Sublicenses. (a) Subject to the terms and conditions contained herein, Licensee may grant a sublicense of its rights hereunder to any Affiliate (defined as any entity that, at the time of determination, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Licensee, whether by contract, possession (directly or indirectly) of power to direct or cause the direction of the management or policies of such entity or the ownership (directly or indirectly) of securities or other interests in such entity) (each permitted sublicensee, a “Sublicensee”) as follows: (i) Licensee may grant a sublicense to each Sublicensee to use the Licensed Marks in connection with such Sublicensee’s healthcare information technology products and services in the Territory; 3 (ii) Licensee may grant to each Sublicensee a sublicense to use the Licensed Name solely in the form(s) set forth on Schedule C as Schedule C may be amended from time to time by mutual agreement of Licensor and Licensee and solely in connection with the operation of such Sublicensee’s healthcare information technology products and services business in the Territory (each, a “Sublicensee Business”); (iii) Licensee may grant to each Sublicensee a sublicense to use the Licensed Domain Names in connection with its Sublicensee Business in the Territory. (iv) The grant of any sublicense hereunder shall be conditioned on such Sublicensee having first executed a copy of the Sublicensee Acknowledgement set forth as Exhibit A. (b) Any such sublicense shall be made on, and subject to, all applicable terms and conditions of this Agreement with respect to the Licensed Property, including but not limited to the following: (i) Any such sublicense shall contain a provision that the sublicense will, at Licensor’s choice, either (A) be deemed automatically assigned by Licensee to Licensor or (B) terminate automatically upon any termination of this Agreement. (ii) Licensee shall (A) notify Licensor promptly in writing upon becoming aware that any Sublicensee’s use of the Licensed Property deviates from the Quality Standards in any material respect, and (B) promptly undertake commercially reasonable efforts to cause such defective or nonconforming use to be cured or, if not curable, discontinued. (iii) Licensor shall be a third-party beneficiary of such sublicense. (iv) Licensor shall have the right to enforce the terms and conditions of, and terminate, such sublicense, whether as a party thereto or as a third-party beneficiary. (c) In addition to the right to grant sublicenses pursuant to this Section 1.6, Licensee and each Sublicensee shall be permitted to allow any reseller or distributor of the Products and Services to use the Licensed Marks and Licensed Domain Names solely to the extent necessary to perform its obligations under the relevant agreement with Licensee or such Sublicensee. Each such agreement shall contain restrictions on the use of the Licensed Marks and Licensed Domain Names consistent with the restrictions contained herein, including but not limited to those in Section 1.6(b) (other than (b)(i) and (b)(iv)). A copy of each such agreement shall be provided to Licensor for review and approval prior to execution. 4 (d) Notwithstanding the grant of any sublicense hereunder, Licensee shall remain liable for any breach or default of the applicable terms and conditions of this Agreement by any of its Sublicensees, resellers or distributors with respect to the Licensed Property. (e) No such Sublicensee, reseller or distributor shall be permitted to sublicense to any other person or entity the rights granted to it with respect to the Licensed Property. (f) A copy of each sublicense shall be provided to Licensor for review and approval prior to execution. 1.7. Covenant. So long as this Agreement is effect, (i) Licensor will not use the product marks included in the Licensed Marks (e.g., Misys Tiger) on healthcare information technology products and services within the scope of the Licensed Business in the Territory and (ii) other than with respect to activities of the Licensor’s open source division, Licensor will not use the “Misys” mark or the “M” logo on healthcare information technology products and services within the scope of the Licensed Business in the Territory. For the avoidance of doubt, Licensor’s open source division may use the “Misys” mark, the “M” logo and other marks not included in the Licensed Marks on healthcare information technology products and services within the scope of the Licensed Business in the Territory. 2. Quality Standards and Control. 2.1. Quality Control. At all times, Licensee shall use and shall cause each Sublicensee to use the Licensed Property only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee in writing from time to time (the “Quality Standards”), including but not limited to the Misys Trademark Guidelines attached hereto as Exhibit B. Without limiting the foregoing, the Products and Services shall always be manufactured or performed in a manner that reflects favorably on the Licensed Property and does not tarnish them or the reputation of Licensor. With respect to the name and mark “Misys” and the “M” logo, Licensor may establish additional Quality Standards that shall be communicated to Licensee in writing from time to time. 2.2. Use of the Licensed Marks. All use of the Licensed Marks made hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Schedule A. 2.3. Inspection and Approval. Licensor or its designated representative shall have the right at any time during normal business hours to inspect and approve, which approval shall not be unreasonably withheld, any and all uses of the Licensed Marks to confirm that such use is in conformance with the terms of this Agreement. From time to time, upon Licensor’s reasonable request in writing, Licensee shall, at Licensee’s expense, (a) provide Licensor with representative samples of the ways in which the Licensed Marks are then being used (or photographs depicting the same), and 5 (b) permit Licensor to inspect Licensee’s places of business where the Licensed Marks are used, in each case for Licensor’s inspection and approval of such uses. 2.4. Deficiencies. If Licensor reasonably believes that the Licensed Business, a Sublicensee Business or the business of a reseller or distributor using the Licensed Marks or Licensed Domain Names is not being conducted in compliance with Licensor’s Quality Standards or if an inspection of the Products and Services reveals that they do not comply with Licensor’s Quality Standards, then Licensor shall promptly provide Licensee with written notice of such defects or violations, and shall allow Licensee thirty (30) days from the date of such notice in which to cure such defects or violations. Should the defects or violations not be remedied within such thirty (30) days, Licensor may, in its reasonable discretion, terminate this Agreement in accordance with Section 8.2 or bring an action to require specific performance. If such an action is brought and is successful, then Licensee shall have thirty (30) days within which to comply with the order. If, at the end of such thirty (30) days Licensee has not complied, this Agreement will terminate automatically. 3. Compliance with Law. Licensee shall use the Licensed Property only in such manner as will comply with the provisions of applicable laws and regulations relating to the Licensed Property. Licensee shall affix to all materials that bear a Licensed Mark, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time. In connection herewith, Licensee may use the following legend: “MISYS” is a registered trademark owned by Misys plc and is used under license.” 4. Ownership and Maintenance. 4.1. Ownership. (a) Licensee acknowledges and admits the validity of the Licensed Property and agrees that it will not, directly or indirectly, challenge the validity of the Licensed Property, or any registrations thereof and/or applications therefor in any jurisdiction, or the right, title and interest of Licensor therein and thereto, nor will it claim any ownership or other interest in the Licensed Property in any jurisdiction, other than the rights expressly granted hereunder. (b) Licensee acknowledges that (i) the Licensed Property and the goodwill associated therewith are and will remain the exclusive property of Licensor, (ii) all uses of the Licensed Property shall inure solely to the benefit of Licensor, and (iii) Licensee has no right, title or interest in any other trademarks, services marks, trade names or domain names belonging to Licensor. Licensee shall not at any time do or suffer to be done any act or thing that will in any way impair the rights of Licensor in and to the Licensed Property. Nothing in this Agreement grants, nor shall Licensee acquire 6 hereby, any right, title or interest in or to the Licensed Property or any goodwill associated therewith, other than those rights expressly granted hereunder. This Agreement shall not affect Licensor’s right to enjoin or obtain relief against any acts by third parties of trademark infringement or unfair competition. (c) Licensee shall not at any time, without the prior written consent of Licensor, acquire a registration or file and prosecute a trademark application or applications to register the Licensed Property, or any component, variation or derivation thereof, or any name or mark confusingly similar thereto, for any goods or services anywhere in the world. If Licensee at any time, without the prior written consent of Licensor, files or causes to be filed, in its own name or otherwise on its behalf, an application to register or otherwise takes steps under applicable laws to obtain trademark or other protection of the Licensed Property in any country, territory or jurisdiction, Licensee shall, at the direction of Licensor, either (i) assign and transfer to Licensor, without further consideration, all right, title and interest in or to the Licensed Property in such country, territory or jurisdiction, or (ii) surrender and abandon such registration or application for registration. 4.2. Maintenance; Registrations; Filings. (a) Licensor shall be responsible for and retain sole discretion over the filing, protection and maintenance of the Licensed Property. Licensee shall execute all documents as are reasonably necessary or expedient to aid in, and shall otherwise cooperate at Licensor’s expense with, Licensor’s efforts to prepare, obtain, file, record and maintain all such registrations and applications. In particular, but without limitation, upon Licensor’s request, Licensee shall furnish Licensor with information or materials which are necessary or helpful to establish or evidence Licensor’s ownership of the Licensed Property, and the nature and scope of its rights therein, including but not limited to information regarding the Licensee’s first and subsequent dates of use, proof of such use dates, information regarding the nature and extent of the Licensee’s use, and actual specimens of use made by Licensee in advertising, printed materials or other materials which are used in connection with the promotion of the Products and Services. (b) Licensor shall have no further maintenance obligations as to the Licensed Property or any registration thereof or application therefor upon giving written notice to Licensee that it does not intend to continue such maintenance; provided, however, that, other than as provided in Section 1.5, Licensor shall maintain its registrations for all the Licensed Domain Names during the term of this Agreement. 5. Infringement or Dilution. Licensee shall promptly notify Licensor upon becoming aware of any infringement or dilution of the Licensed Property. Licensor has the exclusive right to take, and shall take, such steps to stop such infringement or dilution as may be reasonably necessary in its reasonable determination to protect the Licensed Property. Licensee shall cooperate fully with Licensor to stop such infringement or dilution. Licensor shall have full control over any such action, including without limitation the right to select counsel, to settle on any terms it deems advisable in its discretion, to appeal any adverse decision rendered in any court, to discontinue any action taken by it, and otherwise to make any decision in respect thereto as it deems 7 advisable in its discretion. Licensor shall bear all expenses connected with the foregoing, including for Licensee’s cooperation. To the extent Licensee has proven damages resulting from such infringement or dilution, Licensee shall share in the amount recovered, if any, net of Licensor’s expenses in connection with such action, pro-rata with Licensor’s damages in such action. 6. Indemnification. 6.1. Licensor does not, by virtue of this Agreement or of Licensee’s use of the Licensed Property, assume any liability with respect to the business of Licensee or the conduct thereof by Licensee, and Licensee shall defend, indemnify and hold harmless Licensor and its affiliates, successors and assigns, and its and their respective officers, directors, employees, agents, attorneys and representatives, from and against any and all claims, causes of action, suits, damages, losses, liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses) (collectively, “Losses”) resulting from or arising out of claims, actions or proceedings brought by third parties against Licensor arising out of (a) Licensee’s breach of this Agreement, (b) any use by Licensee of the Licensed Property, (c) any misuse by Licensee of the Licensed Property including but not limited to use of the Licensed Property in false advertising; and (d) defects in the Products and Services offered by the Licensee or any Sublicensee under the Licensed Property. 6.2. Licensee does not, by virtue of this Agreement or of Licensee’s use of the Licensed Property, assume any liability with respect to the business of Licensor or the conduct thereof by Licensor, and Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, successors and assigns, and its and their respective officers, directors, employees, agents, attorneys and representatives, from and against any and all Losses resulting from or arising out of claims, actions or proceedings brought by third parties against Licensee arising out of Licensor’s breach of this Agreement. 7. Representations and Warranties. Each Party represents and warrants that it has executed this Agreement freely, fully intending to be bound by the terms and provisions contained herein; that it has full corporate power and authority to execute, deliver and perform this Agreement; that the person signing this Agreement on behalf of such Party has properly been authorized and empowered to enter into this Agreement by and on behalf of such Party; that prior to the date of this Agreement, all corporate action of such Party necessary for the execution, delivery and performance of this Agreement by such Party has been duly taken; and that this Agreement has been duly authorized and executed by such Party, is the legal, valid and binding obligation of such Party, and is enforceable against such Party in accordance with its terms. 8. Term; Termination. 8.1. Term. The term of this agreement shall become effective as of the date hereof, and shall continue in effect until terminated in accordance with the provisions of Section 8.2. 8 8.2. Termination. (a) Licensor may terminate this Agreement or a sublicense upon written notice to Licensee or such Sublicensee, if: (i) There is a change in control of Licensee or such Sublicensee. (ii) Licensee or such Sublicensee breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after the date of Licensor’s written notice thereof. (iii) Licensee or such Sublicensee files, or consents to the filing against it of, a petition for relief under any bankruptcy or insolvency laws, makes an assignment for the benefit of creditors or consents to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other official with similar powers over a substantial part of its property; or a court having jurisdiction over Licensee or such Sublicensee or any of the property of Licensee or such Sublicensee shall enter a decree or order for relief in respect thereof in an involuntary case under any bankruptcy or insolvency law, or shall appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or official with similar powers over a substantial part of the property of Licensee or such Sublicensee, or shall order the winding-up, liquidation or rehabilitation of the affairs of Licensee or such Sublicensee, and such order or decree shall continue in effect for a period of sixty (60) consecutive days. (iv) Licensor provides such written notice of termination sixty (60) days in advance of the date of termination. (b) Notwithstanding anything to the contrary contained herein, termination of this Agreement by either Party in whole or in part shall be without prejudice to any other remedy otherwise available hereunder, under law or at equity, to such Party or the other Party. (c) Notwithstanding anything to the contrary contained in this Agreement, the rights and obligations of Licensor and Licensee pursuant to Sections 4.1, 6, 8.2(b), 8.2(c), 8.3 and 9 shall survive indefinitely regardless of any cancellation, expiration or termination of this Agreement. 8.3. Effects of Termination. Any termination of this Agreement in accordance with the terms hereof shall be final. Upon the termination of this Agreement: (a) all rights in the Licensed Property granted to Licensee or any Sublicensee hereunder shall automatically revert to Licensor, and Licensee or any Sublicensee shall have no further rights in, and shall immediately cease all use of, the Licensed Property, except that Licensee and any Sublicensee shall have a thirty (30) day period after termination to transition away from use of the Licensed Property; (b) Licensee shall immediately destroy and cause any Sublicensee, reseller or distributor to destroy all materials used for reproducing the Licensed Property 9 (including without limitation photographic negatives, printing plates and tooling), except that Licensee and any Sublicensee shall have a thirty (30) day period after termination to transition away from use of the Licensed Property and shall, within thirty (30) days after such destruction has taken place, provide Licensor with an affidavit executed by an officer of Licensee attesting thereto; (c) Licensee will use reasonable efforts to cease using the Licensed Property on buildings, cars, trucks and other fixed assets as soon as possible but in any event within three (3) months of termination; (d) Licensee shall and shall cause any Sublicensee to change its name to a name that does not include any name, mark, domain name or other source indicator using any of the Licensed Property or any name, mark, domain name or other source indicator that Licensor reasonably deems confusingly similar thereto; (e) Licensor shall, for a period of six (6) months after the termination of this Agreement, redirect Internet traffic seeking any of the Licensed Domain Names to such domain name or names as Licensee shall specify in writing; (f) Licensee shall and shall cause any Sublicensee to change the domain names on the websites currently using the Licensed Domain Names to domain names that do not include any name, mark, domain name or other source indicator using any of the Licensed Property or any name, mark, domain name or other source indicator that Licensor reasonably deems confusingly similar thereto and shall remove all references to the Licensed Property in the content on any such websites; and (g) Licensee will not and will cause any Sublicensee not to use or do business under, or assist any third party in using or doing business under, any name, mark, domain name or other source indicator using any of the Licensed Property or any name, mark, domain name or other source indicator that Licensor reasonably deems confusingly similar thereto. 9. Miscellaneous. 9.1. Assignment. Licensee shall not assign or attempt to assign its rights or obligations hereunder without Licensor’s prior written consent. Licensor shall not assign or attempt to assign its rights or obligations hereunder without Licensee’s prior written consent; provided, however, that no such consent shall be required for an assignment by Licensor in connection with (i) any assignment to an affiliate, (ii) any assignment or sale of all or substantially all of the equity or similar interests of Allscripts that are owned by Licensor, or (iii) any assignment or sale of all or substantially all of Licensor’s assets, or any merger, consolidation or other business combination to which Licensor is a party, provided, further, however, that Licensor agrees that it will not assign its rights or obligations hereunder apart from all or substantially all of the equity or similar interests of Allscripts that it owns and the Licensed Marks that are specific to the Licensed Business, which, for the avoidance of doubt, do not include the name and mark “Misys” or the “M” logo or any other name and mark other than the Licensed Marks. 10 Any assignment or attempt to do so in violation of this Agreement shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns. 9.2. Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee with respect to the subject matter hereof and supersedes and cancels all prior agreements and understandings between Licensor and Licensee, whether written and oral, with respect thereto (including the Existing License). 9.3. Amendment; Waivers. This Agreement shall not be amended, supplemented or modified except in a writing executed by authorized representatives of the Parties. Waiver by a Party of any breach of any provision of this Agreement by the other Party shall not operate, or be construed, as a waiver of any subsequent or other breach. 9.4. No Agency. Licensor and Licensee are independent contractors with respect to each other, and nothing herein shall create any association, partnership, joint venture or agency relationship between them. 9.5. Further Assurances. Each of the Parties hereto agrees to execute all such further instruments and documents and to take all such further action as the other Party may reasonably require in order to effectuate the terms and purposes of this Agreement. The Parties shall act in good faith in the performance of their obligations under this Agreement. 9.6. Severability. If any provision of this Agreement is inoperative or unenforceable for any reason in any jurisdiction, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses, Sections or subsections of this Agreement in any jurisdiction shall not affect the remaining portions of this Agreement in such jurisdiction or in any other jurisdiction. 9.7. Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY, AND (D) IT HAS BEEN 11 INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.7. 9.8. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. For purposes of any claim, suit, action or proceedings arising out of or in connection with this Agreement, each of the parties hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the County of New York in the State of New York. 9.9. Equitable Relief. Each Party hereto acknowledges that the other Party will suffer irreparable harm as a result of the material breach by such Party of any covenant or agreement to be performed or observed by such Party under this Agreement, and acknowledges that the other Party shall be entitled to apply for and, if granted, receive from any court or administrative body of competent jurisdiction a temporary restraining order, preliminary injunction and/or permanent injunction, without any necessity of proving damages, enjoining Licensee from further breach of this Agreement or further infringement or impairment of the rights of Licensor. 9.10. Notices. All notices, requests, demands and other communications made in connection with this Agreement shall be in writing and shall be deemed to have been duly given (a) if sent by first-class registered or certified mail, return receipt requested, postage prepaid, on the fifth day following the date of deposit in the mail, (b) if delivered personally, when received, or (c) if transmitted by facsimile or other telegraphic communications equipment, when confirmed, in each case addressed as follows:
- Trademark Infringement Notice Format
Trademark Infringement Notice Format To, Date: Noticee Name Address Phone number SUBJECT: “Legal Notice for Infringement/Passing off our Trademark by using our Brand Name “(Brand Name)” and cheating consumers by using our trademark Under instructions from and on behalf of our client named, (name of company or person whose legal right violated), having registered office at (Address), without foregoing and without prejudice to the legal rights and remedies available to our client, we hereby issue and serve upon you, the aforesaid Noticee the following Legal Notice for the cause stated as under: 1. That our client is a Private Limited Company incorporated under the Companies Act,1956. Our client is one of the prominent company which has established its name with utmost hard work and perfection and has attained a high degree of reputation and goodwill in the business by helping its business to grow and to take the venture to the next level. 2. Our client carries on business of Restaurants under the Trade Mark “ Brand Name” with Device under Class 43 and the said Trade Mark has been advertised in the Newspapers and particularly in the Trade Marks Journal no……… and the application number is ……………. 3. That our client has been using this trademark since (Date)and the same has been renewed till 24/11/2026. Our client has been using the said Trade Mark “Brand Name” since 2006, which has acquired a distinctive feature in respect of the services of our client by such continued and extensive use of the said Trade Mark. The high standard of the performance of the “ Brand Name ” restaurants has come to be exclusively associated in the minds of the public with our client’s brand. 4. That our client is a big brand and known for providing good quality of food or services under the Trademark ” Brand Name ” and established a good reputation in the field of Restaurants and due to high demand and fame, Now there are many Franchisee ventures of ” Brand Name” in Pune and Ahmedabad, and it also runs ” Brand Name” restaurant in Noida 5. It has come to our client’s knowledge that you have been providing restaurant services under our Mark “Brand Name” with intention to cheat consumers by using their trademark/brand. That you, the Noticee is registered with Zomato with the name “Brand Name”, which is infringement of our client’s trademark and the same is a punishable offence. 6. That our client has been using this mark for more than 13 years, and the same is protected under the Trademark Act,1999. You were aware of our client’s brand and in spite of such knowledge you the noticee has been using our client’s brand and Trade Mark for providing Restuarant Services with the mala fide intention to trade over our client’s goodwill and reputation which our client has built up by spending huge amounts. 8. That you, the Noticee is trying to take advantage of our client’s goodwill and reputation in the market for your business, which is an offence not only towards our client; in fact, you are misleading consumers also. 8. That you the Noticee is very well aware of this act and you, the noticee is misusing our client’s mark for your restaurant service with the intention to confuse consumers for wrongful gain to you. You, the Noticee have made yourself liable to legal proceedings for both Civil and Criminal under the Trademark Act,1999. 9. That you, the Noticee is cheating innocent Consumers also by using our client’s mark by giving the impression of our brand and the same is prohibited and punishable under the Consumer Protection Act, and our client’s reputation in the market is also at stake due to misuse of our client’s mark by you the noticee. 12. That you will immediately de-register / stop your restaurant services in our Client’s Trademark from Zomato website and send the confirmation of this to my email id mentioned in this notice. 14. In the event the aforesaid requirements of our client pertaining to written apology and refund are not fulfilled within 15 days of the receipt of this notice, we will be left with no other option but to initiate legal proceedings both civil and criminal 15. That you, the Noticee is further called upon to pay our client an amount of Rs. 15000/- (Rs. Fifteen Thousand Only) towards the cost of this notice. Further, you, the Noticee shall ignore this notice at your own peril and cost. 16. Please further note that this notice is without prejudice to the right of our client to initiate any other legal proceeding before the court of law to get justice for the same. COPY RETAINED Yours Sincerely, (Advocate Signature) Download Word Document In English. (Rs.10/-)
- WILL
WILL I, ______________, son of Shri _______________, aged years, resident of ___________________________, do hereby revoke all my former Wills, Codicils and Testamentary dispositions made by me. I declare this to be my last Will and Testament. I maintain good health, and possess a sound mind. This Will is made by me of my own independent decision and free volition. Have not be influenced, cajoled or coerced in any manner whatsoever. I hereby appoint my ________________, as the sole Executor of this WILL. The name of my wife is _________________. We have two children namely, (1) __________________ (2) ________________, I own following immovable and movable assets. 1. One Flat No.___ in _______________________. 2. Jewelry, ornaments, cash, National Saving Certificate, Public Provident Fund, shares in various companies, cash in hand and also with certain banks. All the assets owned by me are self-acquired properties. No one else has any right, title, interest, claim or demand whatsoever on these assets or properties. I have full right, absolute power and complete authority on these assets, or in any other property which may be substituted in their place or places which may be Acquired or received by me hereafter. I hereby give, devise and bequeath all my properties, whether movable or immovable, whatsoever and wheresoever to my wife, _____________________, absolutely forever. IN WITNESS WHEREOF I have hereunto set my hands on this ____ day of ____, 2000 at ____________. -sd- TESTATRIX SIGNED by the above named Testatrix as his last WILL and Testament in our presence, who appear to have perfectly understood & approved the contents in the presence of both of us presents, at the same time who in his presence and in the presence of each other have hereunto subscribed our names as Witnesses. WITNESSES : 1. 2. Download Word Document In English. (Rs.5/-) Download PDF Document In Hindi. (Rs.5/-) Download PDF Document In Marathi. (Rs.5/-)
- NOTICE REGARDING BREACH /PASSING OFF THE TRADE MARK
NOTICE REGARDING BREACH /PASSING OFF THE TRADE MARK Date………………………… To SM & Sons. (Address) Notice regarding Breach/Passing off the Trade Mark Dear Sirs, As Per instructions from our client…………………………………………………………………...Ltd. we state as follows: Our client doing business being manufacturer/dealing in Water Filters under Trade Mark ……………………….. for Water Filters and its components. The said Trade Mark ………………………..…. has been advertised in the News¬papers Our client has been using the said Trade Mark ……………………..…since 1950, acquiring a distinguished feature concerning goods of our client by such extensive/continued use of said Trade Mark/advertisements. The high standard of working of Water Filters ……………….. has won the minds of the public with our client's goods. Our client being established manufacturer/dealer for Water Filters. Our client's has come to know that you have been manufacturing/selling Water Filters. under a Mark ………………………….……. The get-up, mark and packing of your Water Filters are fraudulently alike to that our client's Water Filters, according to look. You knew our client's said …………………………….. Water Filters at the time of your first trade enquiries, market research and starting your factory and selling the products. Despite such know how of our client's Trade Mark/products the manufacturing/selling of your Water Filters with the Mark…………….. ……were with the mala fide motive in trading over our client's reputation/goodwill as made by our client by spending huge amounts apart from expenditure for research/development of our client's Water Filters. Your product per Mark ………………….……….in the market and our client's Trade Mark ……………………………...have emerged cheating and perplexed the mind public and particularity the intending user in Water Filters. By your erroneous using Mark ………………………………….. for selling the Water Filters knowing completely our client's set up Trade Mark …………………………....for Water Filters, you have become liable under Civil and Criminal actions under Trade and Merchandise Marks Act 1958. In the last, we ask you to stop/cease at once using the Mark ………………….……. and expressly consent for demolishing all your dies, blocks, labels and cartons with printed/packing materials by giving undertaking convincing our client's. In case you do not replay by two weeks from the date of receipt of this notice we have instructions to take proper legal actions against you without any notice and in that event you will be held completely liable for all costs and results thereto. Yours faithfully Signature of Advocate. Download Word Document In English. (Rs.10/-)