This “License Agreement” is made by Big Sky Economic Development (“Licensor”), Yellowstone County’s economic development organization, and the undersigned party (“Licensee”), and will govern any and all use of the Better Off in Billings branding materials by Licensee.
RECITALS: Licensee desires to utilize certain intellectual property owner by Licensor, and Licensor desires to grant Licensee a nonexclusive, nontransferable license to use the intellectual property identified in this License Agreement. Therefore, in consideration of the mutual covenants made herein, Licensor and Licensee agree as follows:
- Grant. Licensor grants Licensee a nonexclusive, nontransferable license to use the mark, BETTER OFF IN BILLINGS (in a standard character (word mark) form or as a stylized form, either with or without any logo or artwork), as well as any other logos, designs, slogans or the like that Licensor might hereafter develop and promote in connection with the phrase Better Off In Billings, of similar campaign (the “IP”) solely for the Licensed Use (defined herein).
- Use. The Licensed Use means Licensee’s manufacture, sale or offer for sale of any product or service as indicated in the Intentions Form (which is hereby incorporated by this reference) and as specifically approved by Licensor, solely for the purpose of promoting the quality of life of the community, recruiting and retaining talent in the community, and promoting business and economic development in Yellowstone County. The Intentions Form can be found on the toolkit overview page which will reappear upon closing this License Agreement page.
- Effective Date. The “Effective Date” is the later of (i) the date of the last signature on this License Agreement or (ii) the date on which Licensor has received from Licensee the Intentions Form submitted separately, together with all other information that is reasonably necessary for Licensor to evaluate Licensee’s proposed use of the IP.
- Term and Termination. The “Term” of this License Agreement begins on the Effective Date and ends 12 months from the Effective Date (defined herein). The parties may extend the Term only by a written agreement. Additionally, Licensor, in its sole discretion and for any reason or no reason at all, may terminate this License Agreement during the Term by providing written notice to Licensee. Upon termination of this License Agreement (regardless of whether such termination occurs by the Licensor’s notice during the Term or automatically at the conclusion of the Term), Licensee will immediately cease use of the IP.
- Title. The IP will remain the sole and exclusive property of Licensor and Licensor will retain all right, title and interest in the IP, including all derivative works, improvements, variations, modification, or additions to the IP.
- Indemnification. Licensee will indemnify, defend, and hold harmless Licensor and its officers, directors, shareholders, employees, agents and representatives from and against any and all claims, demands, losses, damages, judgments, costs or expenses, including reasonable attorneys’ fees, that (directly or indirectly) relate to or arise from the Licensee’s use of the IP. Licensee will pay any costs, all resulting damages or awards of settlement including court costs and reasonable attorneys’ fees arising out of any such claim, demand or action; provided, that Licensor will give prompt written notice of any such claim, demand or action to Licensee.
- Miscellaneous. Nothing in this License Agreement is intended to confer any rights or remedies on any third parties. This License Agreement will be governed by and construed according to the laws of the State of Montana, without regard to conflicts of laws principles. For purposes of resolving all matters that may arise under, or in connection with, this License Agreement, the parties herby submit to the jurisdiction of the state and federal courts in the State of Montana. The provisions of this License Agreement are declared severable so any invalidity or unenforceability of any provision or application of this License Agreement will not affect other lawful provisions and applications, and any invalid or unenforceability of any provision or applications of this License Agreement will not affect other lawful provisions and applications, and any invalid or unenforceable provision will be reformed to carry out the parties’ intentions. This License Agreement may be executed by facsimile or electronic mail and may be executed in multiple counterparts, each of which will be deemed an original instrument and all of which together will constitute one and the same agreement.