License to Use Trademarks

Licensor grants to Licensee for the term of this Agreement, a non-exclusive, non-transferable, without the right to sublicense, license to use the “Greener Fields Together” and “Advancing Sustainability ‘Seed to Fork’” marks and seals relating to such marks (collectively, the “Trademarks”).  Such license shall be subject to the following terms and conditions.

Use of Trademarks.  Licensee agrees to use the Trademarks solely as part of its participation in Licensor’s GFT Program as described more specifically in the attached Licensee Requirements.  Licensee’s continued use of the Trademarks shall be subject to Licensee’s continued compliance with the terms, conditions and criteria contained in Licensee Requirements.  Licensee agrees that the rights granted by this Licensee are for the sole purposes stated herein and that any other use of the Trademarks by Licensee is prohibited.

Term.  The term of this License shall begin on the date set forth herein above and shall continue for one (1) year, unless or until terminated in accordance with the terms set forth in this Agreement.   This License shall automatically renew for additional one year terms, unless terminated in accordance with Section 5 below.

Termination, Default.  The Licensor may terminate this Agreement without cause upon giving the Licensee thirty (30) days’ written notice.  In addition, Licensor may terminate this License in the event Licensee defaults in its obligations under this License and fails to cure such default within ten (10) days of written notice thereof.  Licensee’s defaults shall include, but shall not be limited to, the following: (1) use of the Trademarks inconsistent with the terms of this License; (2) challenge by Licensee to Licensor’s ownership of the Trademarks or validity thereof; (3) failure of Licensee to comply with this License or the and/or the Licensee Requirements; or (4) assignment for the benefit of creditors or commencement of a proceeding in bankruptcy not dismissed within sixty (60) days after commencement.

Upon termination or expiration of this License, all licenses granted by this Agreement shall immediately terminate and Licensee will immediately cease using the Trademarks and shall remove the Trademarks from any and all locations, including but not limited to public displays, printed materials and websites.

Licensor Ownership of Trademarks and Disclaimer. The execution of, and any performance under this License shall not be construed as a release, diminution or surrender of any right of the Licensor to enforce its right with respect to the Trademarks against third parties.  All ownership rights in the Trademarks shall continue to reside with Licensor.  Licensor is not aware that the Trademarks or use thereof infringes the rights of any third party.   Licensor reserves the right to continue using the Trademarks or to license the Trademarks to other entities.  The Trademarks are provided to Licensee “as is” and without warranty of any type or kind.  Licensor disclaims any and all warranties to the fullest extent permitted by law.

Licensee Non-Interference.  Licensee shall not use, register, or apply to register, any mark or name identical to or confusingly similar to the Trademarks.  Licensee shall not make any representation or engage in any act which may be taken to indicate that it has any right, title, or interest in the ownership or use of the Trademarks except under the terms of this Agreement. During the term of this Agreement and thereafter, Licensee agrees not to do or permit to be done any act, which would or might jeopardize or invalidate the Trademarks and will not object to or otherwise contest Licensor’s exclusive right, title and interest in and to, or the validity of, the Trademarks. 

Licensee shall immediately notify Licensor in writing if Licensee becomes aware of any unauthorized use, or proposed unauthorized use of the Trademarks by any third party.

Licensee Indemnity.  Licensee agrees, at its sole expense, to defend, indemnify and hold Licensor, its officers, agents and employees harmless from all third party claims, demands, causes of action and judgments (including reasonable attorney’s fees, court costs and expert fees) arising out of Licensee’s misuse of the Trademarks and any other act or omission which constitutes a violation of this Agreement.

Use of Licensee’s Logo.  During the term of this Agreement, Licensor has the right, but not the obligation, to use Licensee’s company logo on Licensor’s website including, but not limited to, a link to Licensee’s web/social media platforms and other promotional materials, at Licensor’s sole discretion.

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