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AGREEMENT RELATING TO THE USE OF THE CIBA BRAN
Contents
目录
1.    license grant
2.    use of the brand 商标的使用
3.    proprietary Rights  所有权
4.    assignment and amendment
5.    territory
6.    infringement warranty, and liability
7.    term and termination  期限和终止
8.    law and venue  法定地点



WHEREAS,鉴于
(A)    Ciba is the beneficial owner of the Ciba brand; and
(B)     Partner requests the right to use the Ciba brand on the [goods] containing Ciba’s [products] sold by Partner (the “Produces”).Ciba authorizes such use under the following terms and conditions.
NOW, THEREFORE, it is agrees as set out hereinafter:
1.    License Grant
1.1    Ciba as the beneficial owner of the Ciba brand(“Brand”) hereby grants Partner a royalty-free, non-exclusive license (without the right to sublicense) to use the Brand, as shown in the Attachment1, within the Territory, as defined in paragraph5. The Brand consists of the combination of the word “Ciba”, the device “butterfly” and the benefit statement “[Effect benefit by]”. It may not be separated nor may the components be used separately. The Brand must be used as supplied by Ciba as a template. It may not be altered in shape, color, relation of word and device or any other aspect.
1.2    The license granted in paragraph 1.1 is restricted to the use of the Brand on [goods] containing [products] purchased from Ciba (“Products”), as listed in Attachment 2, and in all media (e.g. promotional literature, advertising, Internet) intending to promote the sale of the Products, provided that the provisions of paragraph 2 are observed.
2.    Use of the Brand
2.1    Both parties agree that Partner shall market the Products covered by this Agreement under its own trademark and name and use the Ciba Brand as reference to Ciba as the supplier of [products]. Any reference to Ciba products and ingredients shall clearly show that Ciba is not the producer of the finished product but the supplier of certain of its ingredients.
2.2    Partner shall use the Brand in strict compliance with Ciba’s directions as to the reproduction, format, type and color schemes. Partner agrees to strictly respect and adhere to the Technical Performance Specifications attached hereto in Attachment3. The Brand consisting of the word “Ciba ”, the device “butterfly” [and the benefit statement “[Effect benefit by]”] shall not be separated and shall always be presented as shown in Attachment 1. It shall be used clearly apart from Partner’s own trademarks. Partner shall submit all documents, materials and websites, which show the intended use of the Brand, to Ciba for approval prior to their use and Ciba shall have the right to audit such documents any time. (If Partner uses the Brand on its website, Partner shall strictly comply with the Internet Identity Guidelines as specified in Attachment 4.)
3.    Proprietary Rights
Partner herewith acknowledges and agrees that by using the Brand, Partner does not and shall not be deemed to acquire at any time hereafter (whether by lapse of time or on payment of any money or otherwise howsoever) any right, title or interest in and to the Brand in any language, script or alphabet. Partner agrees during the term of this Agreement and thereafter not to use or employ any names, words, letters, expressions or devices closely similar in shape, color or appearance to the Brand as may likely cause confusion or to detract from or adversely affect the right, title or interest of Ciba therein or thereto.
4.    Assignment and Amendment
4.1    Partner shall not assign, sub-license or transfer this Agreement or any of its rights granted hereunder to any third party without the prior written consent of Ciba.
4.2    This agreements shall only be modified in writing by a document signed and executed by both parties.
5.    Territory
This Agreement authorizes and obliges Partner to use and apply the Brand as defined in this Agreement on a [world-wide] basis with the exception of […..and] any country or jurisdiction where the promotion or sale of Products is not authorized by applicable law (the “Territory”).
6.    Infringement, Warranty, and Liability
6.1    It is the obligation of Partner to comply, in using the rights resulting from this Agreement, with the local legal situation in each country where the Products are sold. Ciba warrants that it is the beneficial owner of its trademarks (the legal owner of the trademarks is Ciba Specialty Chemicals Holding Inc.) herein but does not guarantee that use of such trademarks is free of any true or alleged infringement of third parties’ rights. Ciba shall not be liable if the Brand should be canceled or become invalid. Ciba will handle any disputes concerning Ciba trademarks rights. Ciba may, at its own discretion, abandon or cancel or refrain from renewing the Brand. In this case, Ciba shall inform the Partner accordingly. Partner may not claim any compensation in such a case.
6.2    Except as stated in paragraph 6.1, all warranties, express or implied, are expressly excluded. In no event shall Ciba be liable to Partner for any damages, including but not limited to, claims for loss of goodwill, loss of business or profit, or for any other claims, whether under contract, tort or otherwise relating to the use of the Brand.
7.    term and termination
7.1 This Agreement shall come into force on the date of signing by both Ciba and partner. Either party shall be entitled to terminate this agreement at any time by giving the other party thirty (30) days notice in writing. In the event partner commits a material breach of its obligations under this agreement, Ciba may terminate this agreement with immediate effect.
7.2 Upon termination of this agreement, partner shall as soon thereafter as possible but in any event no later than sixty (60) days from termination:
a) Discontinue altogether the use of the brand in any language, script or alphabet;
b) Change or procure the change of its trading style in such a manner as to delete or omit therefrom the brand;