The Customer agrees with BioBax Ltd (“BioBax”) to comply with the following terms and conditions of use regarding BioBax’s trademarks, logos, and designs:
1. The Customer acknowledges that BioBax is the proprietor of any and all trademarks, logos and designs licenced to the Customer under this agreement (the “Marks”), and that the Marks are valid and subsisting. Subject to the terms of this agreement, BioBax agrees to licence certain Marks as is agreed between the Customer and BioBax.
2. While a customer of BioBax, the Customer may use the Marks in its distribution and sale of BioBax products. In its use of the Marks the Customer shall:
2.1 use the Marks only in a form, style and size authorised by BioBax;
2.2 not display the Marks on anything other than advertising and promotional material relating to BioBax products and on BioBax products themselves, their packaging, information sheets and instruction manuals;
2.3 not use the Marks in any way which would tend to allow the Marks to become generic, lose their distinctiveness, become liable to mislead the public, or be detrimental to or inconsistent with the good name, goodwill, reputation and image of BioBax.
2.4 use the Marks only in the form, style and size authorised in writing from time to time by BioBax and shall not modify or use the Marks in conjunction with any other names or without the specific prior written approval of BioBax.
3. In the event that the Customer ceases to be a customer of BioBax for any reason, the Customer shall:
3.1 immediately cease all use of the Marks EXCEPT that the Customer shall be permitted during the six month period following termination to sell its remaining stock of BioBax products by or with reference to the Marks; and
3.2 at the request of BioBax, execute an assignment in favour of BioBax of any and all goodwill in the Marks that may have accrued to the Customer from its use of the Marks anywhere in the world.
4. The Customer shall not either during or after the period it is a customer of BioBax:
4.1 claim any rights, interest or goodwill in or under the Marks;
4.2 use or register anywhere in the world any sign that is, comprises or is confusingly similar to the Marks. Such use includes use of the Marks as a corporate, business or trading name or style or domain name registration of the Customer;
4.3 set up any business or other trading entity or incorporate any company with a registered name or trading name or style or domain name registration that uses or incorporates the Marks; or
4.5 advise or assist any third party to do any act prohibited under this clause.
5. During the validity of this agreement the Customer is entitled to use without charge written and photographic material in which BioBax holds copyright. By using this material the Customer acknowledges BioBax’s copyright in that material. On termination of the agreement for whatever reason the Customer shall cease using any material in which BioBax holds copyright.
6. BioBax has the right to revoke this licence at any time.
7. The Customer shall indemnify BioBax against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by BioBax arising out of or in connection with the Customer’s use of the Marks.
8. No modifications to these terms and conditions shall be effective unless in writing signed by both parties.
9. This agreement and all non-contractual disputes or claims shall be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English courts in respect of any dispute arising out of or in connection with this agreement.
Technology Park, Standback Way, Skelmanthorpe, West Yorkshire HD8 9GA United Kingdom
Registered in England & Wales. No. 12228402
