Please review the Trademark Licensing Agreement and complete the form below to access the PartsTrader logo files.

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This Trademark License Agreement (“Agreement”) is between PartsTrader, LLC, a Delaware corporation (“Licensor”), and the individual or company to whom PartsTrader has agreed to supply logo materials. (“Licensee”).
       
In consideration of the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
 

1. License grant.  Licensor hereby grants to Licensee a license to use the Mark in connection with the promotion and sale of the Licensee’s products and services.
    
2. License term; territory.  The license granted in this Agreement is effective for the Term (as defined herein), unless terminated earlier pursuant to this Agreement.  The license granted in this Agreement shall be limited to the United States of America.
    
3. License restrictions.  The license granted in this Agreement is royalty-free, non-exclusive, non-assignable, non-perpetual, and without the right to sub-license.  Licensee shall not use the Mark for the use, promotion, manufacture or sale of any products other than Licensee’s products and services.  Licensee shall deliver all of Licensee’s products and services and shall not subcontract production to any third party.  Neither party intends to create a franchise based on the license of the Mark.  The Licensor shall not prescribe or control any general business practices or the Licensee.

SECTION 2.  INTELLECTUAL PROPERTY MATTERS. 

1. Infringement.   If the Licensee shall become aware of any infringement by persons or holders of any right licensed under this Agreement or any other use of the licensed Mark, then Licensee shall immediately notify Licensor in writing of such infringement or use.  Licensee shall not contest or directly or indirectly assist others to contest the validity of the Mark or the exclusiveness of Licensor’s ownership or other rights in the Mark.
    
2. Ownership of the Licensor Trademark.    Licensee acknowledges Licensor's right, title and interest in and to the registrations of the Mark, Licensor’s right to the use of the Mark, and the value of the marks resulting from Licensor’s investments in advertising and promotion relating to the Mark.  Licensee shall not do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and interest.  In connection with the use of the Mark, Licensee shall not in any manner represent that it has any ownership or exclusive rights in the Mark or registrations of the Mark.  The use of the Mark shall not create in Licensee's favor any right, title or interest in or to the Mark.  Licensor makes no representations or warranties regarding the Mark, other than its right to license the Mark under this Agreement.

SECTION 3.  TERM.  The initial term of this License shall be from the date of this Agreement until the third (3^rd) anniversary of the date of this Agreement (“Initial Term”).  This Agreement shall be automatically renewed for additional one-year periods thereafter (each a “Renewal Term,” and, together with the Initial Term, the “Term”), if not otherwise terminated in accordance with the provisions of this Agreement.  Each such automatic renewal shall be effective only upon written acknowledgment and acceptance by the parties.  Licensor may terminate this Agreement at any time by providing two (2) days notice to Licensee.

SECTION 4.  TERMINATION.

1. Events and conditions permitting termination.  Licensor may terminate this Agreement immediately if Licensee: (i) files a petition in bankruptcy; (ii) is adjudicated bankrupt; (iii) files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency, or reorganization statute or proceeding; (iv) is subject to a petition under any bankruptcy Law being filed against Licensee and such petition is not dismissed within thirty (30) days; (v) becomes insolvent, fails to pay its debts as they come due, or at any time has liabilities that exceeds its assets (in accordance with generally accepted accounting principles); (vi) makes an assignment for the benefit of its creditors; (vii) is  subject to a custodian, receiver, or trustee being appointed for it or a substantial portion of Licensee’s business or assets; (viii) substantially discontinues its current business for a period of thirty (30) days or more; or (ix) breaches Section 2(b) (Ownership of Licensor Trademark).  No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, sheriff or any other officer of the court or official charged with taking over custody of Licensee’s assets or business shall have any right to continue this Agreement or to exploit or in any way use the licensed Mark if this Agreement is terminated pursuant to this Section.
    
2. Termination for general breach.  Licensor may terminate this Agreement if Licensee fails to perform any of the material terms, conditions, agreements, or covenants (a “Breach”) in this Agreement on its part to be performed.
    
3. Survival of Sections.  The following Section shall survive the termination of this Agreement: Section 5 (Indemnification).
    

SECTION 5.  INDEMNIFICATION.  Licensee shall defend, indemnify, and hold harmless Licensor and its officers, directors, shareholders, partners, employees, and agents from and against any losses arising out of or resulting from any of the following:  (i) injury, harm or damage caused to any person or property from the production, promotion, delivery, or use of any of Licensee’s products and services produced or distributed or provided by Licensee; (ii) Licensee’s breach of this Agreement, including any covenant, representation and warranty;  (iii) Licensee’s failure to comply with any law; (iv) claims arising from the breach of any patent, copyright, trade secret, or trademark of any third party due to the fault of the Licensee; (v) any defect of any nature in any of Licensee’s products and services; and (vi) claims in connection with Licensee’s execution and performance of this Agreement. 

SECTION 6.  OTHER PROVISIONS.  This Agreement, its schedules and attachments (i) may be executed in any number of separate counterparts; (ii) shall be governed by Illinois law; (iii) contain the entire understanding between the parties regarding the subject of this Agreement, and supersede all previous oral or written agreements or understandings between the parties regarding the subject of this Agreement; (iv) bind each party's respective permitted successors and assigns; (v) shall be subject to legal proceedings exclusively in Cook County, Illinois (except that actions to enforce a judgment or for specific performance may be located elsewhere as necessary); (vi) may not be waived except in writing signed by the party waiving any provision of this Agreement; (vii) shall require that written notices be made to the addresses or facsimile numbers on the signature page (in the case of mailed notices, delivery shall be deemed five (5) days after mailing; if by next-day express mail, the next business day; if by facsimile, the next business day); (viii) shall not be subject to a trial by jury, which trial by jury is hereby waived by the parties; (ix) shall not be deemed to establish a partnership, agency or joint venture among the parties; (x) shall not be assignable by Licensee (a change of control of Licensee shall constitute an assignment requiring consent by Licensor); (xi) shall not be affected by the invalidity or unenforceability of any provision, which such provision shall be deemed severable and not affecting the remaining valid and enforceable provisions of this Agreement; (xii) shall be subject to the rule of construction where the term “including” or “include,” as used in this Agreement, shall mean “including, but not limited to”; and (xiii) may be amended only in writing executed by the parties.