TRADEMARK LICENSE AGREEMENT
Introduction of Companies
Liquido-99(Licensor)is an Indian company formed in 2000.It primarily focuses on production of
hand sanitizers. Its Headquarter is located at Jankipuram, New Delhi
Paravirol(Licensee)is an Indian company formed in 2005 by two young brothers.It’s a primary
producer of health,hygiene and home products. Its Headquarter is located at Jankipuram,New
Delhi.
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is made and effective as of
23 march 2020 (the “Effective Date”), by and between Liquido-99 Private Ltd. (the “Licensor”
or “Adviser”), and Paravirol Private Ltd.
1.Grant of License
The Licensor hereby grants to the Licensee on the terms contained herein a non-exclusive,
royalty free license (the “License”) to use the Marks throughout the India (the “Territory”)
The Licensee agrees to use the Marks only in accordance with terms and conditions set out in
this Agreement. The Licensor may itself use the Marks in the Territory but may not grant
licenses to other persons to use the Marks. Licensee will only use the mark when the licensee
is in the effect ,only in India
1.1 Permitted and Prohibited Uses.
Licensee is not allowed to use the “trademark” in any other country except India.Licenseewill
only use the marks according to the laws and regulation. Further, the Licensee will use the Marks
only in accordance with the policies, specifications, directions and standards of the Licensor.
1.2Inspection
Licensee will permit and assist the Licensor to:
(A) Enter in the premise where the Licensee uses the marks or where he store the goods.
(B) Observe the Licensee's activities relating to the Marks and inspect material on which any
of the Marks appear.
(C) Allow the licensor to take away some samples product during the inspection.
(D) The Licensee will promptly provide the Licensor with samples of all packaging,
advertising, company brochures and other material prepared by, for or with the
permission of the Licensee that bears or refers to any of the Marks.
(E) Further, the Licensee will deliver to the Licensor samples of all proposed Goods that the
Marks are proposed to be used in association with at least 30 calendar days before any
intended distribution date for any of the same. Within 15 calendar days after it receives
any such sample material, the Licensor will deliver to the Licensee either a written notice
of approval or a written notice of refusal. Any notice of refusal will specify what must be
changed and why.
(F) If the Licensee does not receive either a written notice of approval or a written notice of
refusal within such 30-day period, then the material will be deemed to have been
approved for distribution.
2.Royalty
2.1 (A)In this section, “Gross Revenues” shall mean the total amount of revenue produced by
Paravirol Private Ltd.less the direct costs paid for producing the revenue.
(B) the Licensee shall pay to the Licensor royalties, within 30 days of the termination of the
License, of one half of one percent of the Gross Revenues earned by the Licensee during the
term of this Agreement.
(C) At the same time as payment of royalties falls due, the Licensee shall submit or cause to be
submitted to the Licensor a statement in writing recording the calculation of such royalties
payable and due.
(D)The Licensee shall keep proper records and books of account and be open at all times to
inspection and audit by the Licensor (or its duly authorized agent or representative), who shall be
entitled to take copies of or extracts from the same. If such inspection or audit should reveal a
discrepancy in the royalties paid from those payable under this Agreement, the Licensee shall
immediately make up the shortfall and reimburse the Licensor in respect of any professional
charges incurred for such audit or inspection.
(E)The provisions of this section shall remain in effect notwithstanding termination or expiry of
this agreement until the settlement of all subsisting claims by the Licensor.
2.2 Royalty Payment Address. All payments and statements shall be sent to Licensor at its
address sent forth in Section 8.6. Licensee hereby agrees that this Agreement shall also serve as
an invoice with respect to the amounts payable hereunder.
2.3Late Charges:In the event Licensee shall fail to pay any sum required under this Agreement
then the late fees will be charged at the rate of 1%.
3.Quality Control
(A) All services provided in connection with the logos shall(i) Meet the criteria(ii)Meet or
exceed standards of quality and performance generally accepted in the industry, and(iii)Comply
with all applicable laws, rules, and regulations and not violate or infringe any right of any third
party. Licensee shall use the logos solely in connection with services that meet the quality
standards
(B) Licensee shall cooperate fully with liquid-99 to facilitate periodic review of licensee’s use of
the logos, and of licensee’s compliance with the quality standards. Licensee shall promptly
correct and remedy any deficiencies in its use of the logos and conformance to the quality
standards upon reasonable notice from liquido-99
3.Use and ownership of the trademarks and other proprietary rights:
(3.1)Intellectual Property Rights
Preservation and Enhancement of the Licensor's Interest. The Licensee acknowledges the
validity of the Marks, and the Licensor's ownership of the Marks and the goodwill pertaining
thereto, and agrees that the benefit of and goodwill associated with use of any of the Marks by
the Licensee will ensure entirely for the benefit of the Licensor. Should any right, title or interest
in or to the Marks or any part thereof or any copyright or trademark related thereto become
vested in the Licensee, the Licensee will hold the same in trust for the Licensor and will, at the
request of the Licensor forthwith unconditionally assign any such right, title or interest to the
Licensor. All rights in and to any new version, translation or arrangement of the Marks, or other
change in the Marks created by the Licensee, with the Licensor's prior written consent or
otherwise, will be and will remain the exclusive property of the Licensor, and the provisions of
this Agreement will apply to the same. The Licensee will cooperate with the Licensor for the
purpose of protecting, preserving and enhancing the Marks and the Licensor 's interest in them
and in furtherance of such obligations, the Licensee will promptly execute and
Deliver to the Licensor all documents and instruments that the Licensor, acting reasonably,
determines are necessary or prudent from time to time. The Licensee will not itself and will not
assist, permit, or encourage any third party to:
(a) Attack or challenge the validity, ownership or enforceability of any of the Marks, any
registrations for any of the Marks, or the Licensor’s rights relating to any of the Marks or in any
such registrations;
(b)claim, use, or apply to register, record or file any trademark, trade name, business name,
corporate name, domain name, social media user name, email address, Adwords or similar
search term, copyright, or design that is identical with, confusingly similar to, clearly derived
from or based on or that includes any of the Marks; or
(c)Use any of the Marks in a manner which is likely to depreciate or cause material harm to the
goodwill attached to any of the Marks.
3.2 Contractual Rights Only. The Licensee acknowledges and agrees that the rights
and license granted to the Licensee pursuant to this Agreement are of a contractual
nature only, and no property or other rights in or to any of the Marks are granted to
the Licensee by virtue of this Agreement.
Licensee agree to not to file application of registration in any office related to the trademark.
Licensee will not oppose if any or registration filed by the licensor for the trademarks.
Licensee agree to not use trademarks in its any trade name, companyname, internet domain or
any fictious name.
4. INDEMNIFICATION
(4.1) Subject to Section 4.1, the Licensee shall hold harmless, indemnify, and defend Licensor
from and against any and all claims, damages, costs, and expenses (including reasonable
attorneys’ fees) arising out of or relating to (a) Licensee’s use of the Liquido-99 Trademark(s) or
(b) Licensee’s marketing, sale, or distribution of products or services identified by the Liquido-
99 Trademark(s).
(4.2) Section 4.2. does not apply to the extent to which the liabilities result from an allegation
that Licensee’s use of the Liquido-99 Trademark(s) in accordance with this License infringes the
intellectual property rights of a third party.
5.Term, Termination and Remedies
5.1 Term
Termof this agreement shall be 3 years and will commerce from 24th March 2020 and will expire
on 24rd March 2023 unless terminated earlier according with the provisions of this agreement.
5.2 Termination
5(2)(1)(a) if the Licensee does or causes to be done or engages in any conduct which in the
opinion of the Licensor, acting reasonably, is detrimental to the Marks or any of them or to the
goodwill connected with them or any of them; or not in accordance with the policies,
specifications, directions or standards of the Licensor as to the character or quality of the Goods
or Services or both with which the Marks are to be used; and the Licensee fails to cease such
conduct within 10 business days of receipt of notice from the Licensor requesting the Licensee to
do so;
(b) if the Licensee defaults in observing or performing any other of its obligations under this
Agreement and fails to correct such default within 30 days after receiving a written demand from
the Licensor to correct the same;
(c)if the Licensee ceases to provide or perform any of the Goods or Services in association with
the Marks for a period of three (3) consecutive months or more; or
5(2)(2)Termination by Licensee. This Agreement (including the Licence) will terminate
immediately upon written notice by the Licensee to the Licensor of the Licensee’s desire to
terminate.
5(2)(3)Termination by Licensor. This Agreement (including the Licence) will terminate within
30 days written notice by the Licensor to the Licensee of the Licensor’s desire to terminate.
5.3 Remedies
Governing Law. This Agreement shall be governed and interpreted under the laws of the
India without regard to the conflicts of law provisions thereof.
6.(1)Representations and Warranties of Licensee
Licensee hereby represents, warrants and covenants to Licensor the following:
(A)It has the full right and legal authority to enter into and fully perform this Agreement
in accordance with its terms;
(B)This Agreement, when executed and delivered by Licensee, shall be its legal, valid
and binding obligation enforceable against Licensee in accordance with its terms, except
to the extent that enforcement may be limited by bankruptcy, insolvency, or other similar
laws affecting creditor rights generally;
(C) In addition to being true as of the date first written above, each of the foregoing
representations, warranties, and covenants shall be true at all times during the Term
hereof. Each of such representations, warranties, and covenants shall be deemed to be
material and to have been relied upon by Licensor notwithstanding any investigation
made by Licensor.
6.2 Representations and Warranties of Licensor.
Licensor hereby represents, warrants and covenants to Licensee the following:
• it has the full right and legal authority to enter into and fully perform this Agreement in
accordance with its terms
• This Agreement, when executed and delivered by Licensee, shall be its legal, valid and
binding obligation enforceable against Licensee in accordance with its terms, except to
the extent that enforcement may be limited by bankruptcy, insolvency, or other similar
laws affecting creditor rights
7.Confidentiality
(7.1) All confidential information in whatever form disclosed by one party to the other party
shall be treated as confidential by the recipient and shall not be used or disclosed other than for
the performance of its obligations under this License without the prior written consent of the
other party.
(7.2) Each Party shall be permitted to disclose relevant aspects of another Party’s Confidential
Information to its officers, directors, agents, professional advisors and employees, but only to the
extent such disclosure is reasonably necessary for the performance of his, her or its duties and
obligations under this License.
8.GENERAL
8.1Assignment and Sublicensing. Except as expressly provided in this Section, the Licensee
will have no right to assign, grant or create any interest in any of the Marks or their use to any
person and will have no right to sub-licence any of its obligations hereunder, without first
obtaining the express written consent of the Licensor, which consent may be withheld, delayed
or conditioned without reason. Regardless of whether consent is given on any particular
occasion, consent must also be obtained for any subsequent occasion. The Licensor may assign
its rights and duties hereunder, in whole or in part.
8.2Disclaimer and Release. The licensor makes no representation or warranty to the licensee
regarding any of the marks or their validity in any country, and in particular, without limitation,
the licensor makes no representation or warranty regarding ownership of any of the marks or that
any of the marks does not infringe the rights of third parties. The licensee hereby waives and
releases any right or claim it might otherwise have against the licensor in connection with any or
all of the marks except for those relating to its express rights under this agreement.
8.3Injunctive Relief Available. The Licensee agrees that in the event of a breach by the
Licensee of any provision of this Agreement, monetary damages may not be an adequate remedy
and that in such circumstances the Licensor will be entitled to injunctive or other affirmative
relief, or both, without such constituting an election of remedies or disentitling Licensor to each
and every remedy available at law and/or in equity for a breach of this Agreement.
8.4 Time of Essence. Time is of the essence of this Agreement and no extension of time will
constitute a waiver of this provision.
8.5Waiver. If the Licensor waives a particular default, wrongful act or omission of the
Licensee, such waiver will not affect or impair the rights of the Licensor in respect of any other
default, wrongful act, or omission of the Licensee. If the Licensor delays or fails to exercise any
rights in connection with any default, wrongful act or omission of the Licensee, such delay or
failure will not affect or impair the rights of the Licensor in respect of any subsequent occurrence
of that event or any other default, wrongful act, or omission of the Licensee
8.6 Notice. Any notice, demand, direction or other communication required or permitted to be
given under this Agreement must be in writing and will be sufficiently given if delivered or
telephoned as follows:
Notices to the Licensor will be addressed as follows:
Liquido-99 Pvt. Ltd.
International Commerce Centre,
Jankipuram, New Delhi, India
Attention: CEO
Contact no:9842451524
Notices to the Licensee will be addressed as follows:
ParavirolPrivate Ltd
04/7 city tower,
Jankipuram, New Delhi, India
Attention: CEO
Contact no:981283732
(8.7)Entire Agreement. This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter of this Agreement and supersedes all prior agreements,
understandings, negotiations and discussions of the parties and there are no conditions,
representations, warranties, covenants, agreements or other provisions, express or implied,
collateral, statutory or otherwise, relating to such subject matter except as provided in this
Agreement.
(8.8)Counterparts This Agreement may be executed in one or more counterparts, each of
which, when taken together will constitute this Agreement. This Agreement may be delivered by
facsimile transmission by either party to the other.
IN WITNESS WHEREOF, the parties hereto, being authorized to sign on behalf of the entity for
which they are signing and with full authority to bind such entity by that signature, have caused
this Agreement to be executed in duplicate as of the date first set forth above. Each copy hereof
for all purposes shall be deemed an original.
Licensor Licensee
Name:Agrimtandon Name:Shashank yadav
Signature: Signature
Date :24-03-2020 Date :24-03-2020
EXHIBIT “A”
TRADEMARKS AND DESIGNS Licensor grants the right for Licensee to use the integrated logo as shown
in the Style Guide provided to Licensee by Licensor. If licensee chooses to create any new products The
“Trademarks” shall include the following logos:
LOGO
WITHOUT TAGLINE
WITH TAGLINE
EXHIBIT “B”
LICENSED PRODUCTS, QUANTITIES, ROYALTY RATES & TERRITORY
1.PRODUCTS, QUANTITIES & ROYALTY RATE
NAME OF QUANTITY Maximum Quantities ROYALTY RATE
PRODUCT Per Calendar Year
During the Term
Liquido-99 Equal or less than UNLIMITED 20%
100ML
Liquido-99 200ML UNLIMITED 15%
Liquido-99 300ML UNLIMITED 10%
Liquido-99 GREATER THAN UNLIMITED 5%
300ML
2.TERRITORY
Only in india
3.UP-FRONT FEE
Licensee shall purchase 3000 units of the Licensed Products (100ml) sanitizer at a price of
8,500.00, payable on or before July 1, 2020, whereby such purchase shall not be subject to any
Royalties provided herein.
4.MINIMUM ROYALTY
6,250.00 per quarter due on or before June 30, September 30, December 31, 2020 and March 31,
2021
5. INTERNET SALES
A. Licensee will have access to use Licensor’s existing website and ecommerce solution
integrated on www.liquido99.com on a as is basis. Licensee will solely responsible for all
maintenance, hosting or programming charges (if any) in order to continue to sell Deft
merchandise. Only Deft merchandise can be sold or marketed on this website. Licensee is
responsible for ensuring that all Internet sales comply with the following:
B. Licensee and/or such Internet based retailer shall not, at any time, register a domain name
incorporating in whole or in part the Trademarks, Collateral Materials, or Licensor’s name, and
EXHIBIT “C”
APPROVAL TIMELINE FOR EACH LICENSED PRODUCT & COLLATERAL MATERIALS
Step Description Timing
1 Licensor notifies Licensee of Within 7 days of Licensee’s receipt of
design concept approval, Licensor’s design concept rejections
rejection and/or requested and/or requested revisions
revisions Licensee submits
design concept revisions to
Licensor
2 Licensor notifies Licensee of Within 10 days of Licensor’s receipt of
design concept approval or Licensee’s revised design concepts
rejection
3 Licensee submits to Licensor Within 30 days of Licensor notifying
first physical sample/strike off Licensee of design concept approval
based on approved design
concepts
4 Licensor notifies Licensee of Within 7 days of Licensor’s receipt of
first physical sample/strike off Licensee’s first physical sample/strike off
approval, rejection and/or
requested revisions
5 Licensee submits to Licensor Within 15 days of Licensee receiving
revised first physical Licensor’s rejections and/or requests for
sample/strike off based on changes regarding Licensee’s first
approved design concepts physical sample/strike off
6 Licensor approves or rejects Within 7 days of Licensor receiving
Licensee’s revised first physical Licensee’s revised first physical
sample/strike off sample/strike off
7 Licensee submits pre-production Within 30 days of Licensee receiving
sample to Licensor Licensor’s approval of first physical
sample/strike off
8 Licensor approves or rejects Within 7 days of Licensor receiving
Licensee’s pre-production Licensee’s preproduction sample
sample
9 Licensee submits final Within 30 days of Licensee receiving
production sample Licensor’s approval of pre-production
sample
10 Licensor notifies Licensee of Within 7 days of Licensor receiving
approval to commence Licensee’s final production sample
production
11 Licensee provides production Within 7 days of production commencing
samples (3 of each style) to
Licensor
12 Licensee provides promotional Within 30 days of production
samples (10 of each style) to commencing
Licensor
