This License Agreement is entered into as of this 29th day of July, 2009 by and between NORTH AMERICAN WORD GAME PLAYERS ASSOCIATION, a tax-exempt non-profit organization organized under the laws of the State of Texas, qualifying for tax-exemption under Section 501(c)4 of the Internal Revenue Code, with an address at 3708 Bryn Mawr Drive, Dallas, TX 75225 Attention: Chris Cree (“Licensee”) and Hasbro, Inc., a Rhode Island corporation located and doing business at 1027 Newport Avenue, Pawtucket, Rhode Island 02862, U.S.A. (“Hasbro”).
WHEREAS, Hasbro is the owner of a registered trademark for “SCRABBLE,” as covered by U.S. trademark Reg. No. 524505 and Canadian trademark Reg. No. UCA47061 (jointly, the “Trademark”); and
WHEREAS, Licensee desires to utilize the Trademark in connection with the Activities, as hereafter defined; and
WHEREAS, Hasbro is willing to license Licensee to use the Trademark in connection with the Activities.
NOW THEREFORE, in consideration of the promises and conditions contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
Hasbro hereby grants to Licensee the right to use the above-referenced Trademark in connection with the Activities for the Term, and to conduct such Activities as the North American SCRABBLE Players Association, as set forth below throughout the United States and Canada (hereinafter, the “Territory”). Licensee shall not utilize the Trademark in any way whatsoever outside the United States and Canada.
- Duration of License.
This License Agreement shall remain in force and effect until terminated in accordance with its terms and conditions (the “Term”).
The "Activities" are defined as follows: management of the competitive SCRABBLE player community for the promotion and betterment of the SCRABBLE brand, including organizing, certifying and assisting local SCRABBLE clubs, organizing and running SCRABBLE tournaments, creating and maintaining player rankings and the distribution of SCRABBLE news and community information; creating and maintaining a dedicated web site for the furtherance of these purposes.
Hasbro reserves to itself all rights not expressly granted to Licensee in this Agreement. Licensee may not use the Trademark in connection with the sale of goods or services of any kind, except that Licensee may raise funds by charging Licensee's members the following reasonable fees: membership fees, tournament admission fees, ratings fees, subscription fees for newsletters and other publications approved by Hasbro, and other fees for services actually provided to its members. Licensee may not conduct national public relations "outreach" except in connection with promotion of Licensee membership or in conjunction with Hasbro. Licensee shall not represent itself as owner or spokesperson for the SCRABBLE brand or Hasbro's representative or agent. Licensee acknowledges that it will receive no funding from Hasbro.
- Approvals Required.
Licensee shall submit to Hasbro all proposed material using the Trademark, including without limitation membership materials, web site designs, newsletters, advertising, promotional materials, and all other material of any character whatever, together with a description of the intended use of the material, without cost, for Hasbro's written approval prior to using same. Licensee shall not make any use of such materials without Hasbro's prior written approval. All materials submitted to Hasbro may be retained by Hasbro at its option. LICENSEE agrees that it will cause to appear on or attached to all material bearing the Trademark and/or containing copyrighted material, the following credit notice: "SCRABBLE is a trademark of Hasbro in the United States and Canada, used with permission,” or such other notice as Hasbro may direct.
- Ownership of Trademark.
Licensee acknowledges the exclusive right, title, and interest of Hasbro in and to the Trademark and will not at any time do or cause to be done any act or thing contesting or in any way impairing any part of such right, title and/or interest. Any marks developed by Licensee for use in connection with the Activities, which (i) contain a character or caricature derived from the Trademark, or (ii) use any component of the Trademark, as spelled by Hasbro or in any alternative manner, shall not be used by Licensee after the termination or expiration of this License. All uses of the Trademark by Licensee shall inure to the benefit of Hasbro.
Licensee shall conduct all activities authorized by this Agreement conscientiously and in good faith, to the best of its abilities, and in a manner reflecting creditably upon the SCRABBLE game and brand, Hasbro, and Hasbro's products.
- Indemnity and Insurance.
a. Licensee shall indemnify, defend and hold harmless Hasbro, its directors, officers, employees, agents, and affiliates from and against any and all actions, causes of action, claims, demands, liabilities, losses, judgments, damages or expenses and charges of any kind or nature including interest, reasonable attorneys’ fees and other costs, expenses and charges which they may at any time incur, sustain, or become subject to by reason of any claim or claims arising from or in connection with Licensee's negligence or willful misconduct or Licensee's breach of this Agreement; or arising from or in connection with the unauthorized use of the Trademark
b. Licensee shall procure at its sole cost and expense commercial general liability insurance endorsed for personal liability, which insurance shall be carried by companies of adequate financial responsibility, and shall be in such form that the limit of liability thereunder for all injuries and damage shall be as follows: $2 million per occurrence and $2,000,000.00 general aggregate. Said policy shall further provide for full indemnity of Hasbro, its directors, officers, employees, representatives and agents by Licensee for any and all claims arising in connection with any allegation of bodily injury or property damage. Licensee shall deliver to Hasbro certificates evidencing all insurance required under this Agreement at within ten (10) days following execution of this Agreement. Such certificates shall evidence that such insurance shall name Hasbro as an additional insured (with respect to general liability, and property damage liability) and should any such policy be cancelled before the expiration date thereof, the issuing insurer will endeavor to mail 30 days prior written notice to Hasbro.
- Infringement by Third Parties.
In the event that Licensee becomes aware of any infringement by any third party of the Trademark licensed hereunder, Licensee shall notify Hasbro, which communication can be made by email, of all facts relating to the alleged infringement. Licensee shall not undertake any action against any such infringement without Hasbro's prior written consent. Licensee agrees that it will fully cooperate with Hasbro and execute any and all documents necessary for Hasbro to pursue such infringement.
- Compliance with Laws.
Licensee will comply with all applicable laws, regulations, statutes, and ordinances pertaining to the Activities.
(a) This Agreement may be terminated by Hasbro, at will, for any reason or for no reason, by giving notice of termination to Licensee, such termination notice to have immediate effect. This Agreement may be terminated by Licensee at its election by giving notice of termination to Hasbro, such termination to have effect thirty (30) days following the date of notice. Obligations of the parties accrued at termination of this Agreement shall continue after termination of this Agreement.
(b) Upon and after the termination of this Agreement, all rights granted to Licensee hereunder shall immediately revert to Hasbro, and Licensee will refrain from further use of the Trademark or any further reference to it, direct or indirect, or any name or mark reasonably similar to the Trademark. Licensee acknowledges that its failure to cease all use of the Trademark at the termination or expiration of this Agreement will result in immediate and irremediable damage to Hasbro and the rights of any subsequent licensee. Licensee acknowledges and admits that there is no adequate remedy at law for such failure to cease such use and Licensee agrees that in the event of any such failure, Hasbro shall, in addition to and not in substitution for any and all other remedies available, be entitled to equitable relief by way of restraining order, temporary and permanent injunctions, and such other further relief as any court with jurisdiction may deem just and proper.
All notices, whenever required in this Agreement, will be in writing and sent by certified mail, return receipt requested, or such other method as permits the verification of delivery, and the date of the recipient’s actual receipt of such notice shall be deemed the date such notice was given.
Licensee may not assign the Agreement without first obtaining Hasbro's prior written consent.
A waiver of any breach of this Agreement or of any of the terms or conditions by either party hereto shall not be deemed a waiver of any repetition of such breach or in way affect any other term or condition hereof.
- Governing Law.
This License Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, excluding its choice of law provisions.
- Entire Agreement.
This License Agreement contains the entire agreement between the parties with respect to the license of the Trademark. Any representations, promises and/or conditions in connection therewith not incorporated herein shall not be binding on either party.
Licensee agrees that at any time during the term of the Agreement and for a period of two (2) years after its termination, Hasbro shall have the right, upon reasonable notice and during working hours, to examine and copy Licensee's files, records and documents as they may pertain to this Agreement for purposes of auditing Licensee's compliance with the terms hereof.
This is not an offer and shall not be binding unless signed by all named parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first hereinabove written.
NORTH AMERICAN WORD GAME