Boilerplate commercial trademark license (Was: Boilerplate copyright agreement for commercial exploitation)

I've updated the topic; the document in quesiton concerns commercially
licensing the Foundation's trademarks, not its copyrights.

To get back on topic, I think that a few substantive terms of the
contract merit clarification.

Section 18, "LICENSEE .. agrees to cooperate in any action or
proceeding brought to enforce LICENSOR'S exclusive rights to its
Marks" - In this
context, what might "cooperate" entail? Or is this a legal term of art
that I should just accept?

Given that this contract is non-exclusive, and that payments only
accrue at time of sale, what are the concrete benefits conferred upon
the Foundation by Section 11 aka "Licensee's duty to exploit"? Or is
this standard licensing boilerplate that I should just accept?

There are also some silly formatting issues that I probably should
have caught when I was tidying up the license agreement. Section 5''s
title should be bolded. Section 9.02's <Insert contact here> should be
ALL CAPS and highlighted in yellow.


On 5/14/06, Dave Neary <dneary free fr> wrote:


We've had a number of contacts in recent months asking about the possibility to
make GNOME t-shirts for commercial resale, and we've been stuck for a contract
that we can get people to sign which formulates a number of basic requirements
of a commercial trademark agreement - namely:
 - Quality control
 - Defense against abuse
 - Licensing fees

We were working on an agreemetn for an official GNOME store last year which fell
through at the last minute, and during that process we came up with a contract
which has gone through a few iterations with both German and US lawyers, so it
should hold up pretty well.

It's worth noting that the contract is for commercial exploitation of the GNOME
trademark. We will need some other kind of contract if we decide to push usage
of the trademark in, say distros. And for the moment, we're not at that stage.
This is a contract we will be asking companies making GNOME merchandise to sign
(or at least use as a starting point for discussions).

The key points of the contract for me are:
 - The foundation has a quality control veto over the merchandise
 - The foundation gets a discount on the sale price of the items for its own use
(resale, promotion)
 - The foundation gets a cut of the proceeds of sales (a percentage - typically
for merchandising agreements, the percentage is between 10 and 20 percent of
gross (that is, for a t-shirt selling at €15, between €1.50 and €3.00)
 - The foundation has some way of verifying how much we're owed, and terminating
trademark agreements in the event of defaulting on payments

Can I get comments and feedback on this? Are there clauses in there that we
should consider removing because they're too draconian? Or are there other
things that we have forgotten?

Since lawyers talk .doc, and use revision control to track changes to the
documents, that's what we ge too. Works great in Abiword.


Dave Neary
Lyon, France

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