referenced in the Master Amending Agreement or (c) such other date as is mutually agreed to by the parties hereto. The Licence will commence as of the Effective Date and subject to earlier termination pursuant to the terms of this Agreement, will expire upon the earlier of: (a) six (6) months from the Effective Date (b) the closing of the Asset Purchase Agreement between the Licensor and Ya Zhu Silk, Inc. The Licensor will notify the Licensee of any changes or alterations made to any of the Marks from time to time during the term of this Agreement, and within thirty (30) days of receipt of such notice, or as soon as reasonably practical, whichever is earlier, the Licensee will ensure that all of its usage of any Marks so changed or altered complies with any such notice given. The Licensee will not, directly or indirectly, use the Marks in any other way and without limiting the foregoing, the Licensee will not use the Marks as part of any composite trademark, that is, in close proximity or in combination with any trademark(s) held by the Licensee or any third party. Further, the Licensee will use the Marks only in accordance with the policies, specifications, directions and standards of the Licensor (as to the character and/or quality of the Goods and Services with which the Marks are to be used, or otherwise) as may reasonably be stipulated by the Licensor to the Licensee from time to time, including but not limited to those restrictions set out in Schedule B. The Licensee will use the Marks only in compliance with all applicable laws and regulations. The Licensee will use the Marks only while the Licence is in effect, only in the Territory, and only in association with the Goods and Services.
Schedule A may be amended to add or delete Marks and/or Goods and Services from time to time, by way of written agreement between the parties. The Licensor may itself use the Marks in the Territory but may not grant licences to other persons to use the Marks. The Licensee agrees to use the Marks only in accordance with terms and conditions set out in this Agreement.
Schedule A hereto (the Goods and Services).
The Licensor hereby grants to the Licensee on the terms contained herein a non-exclusive, royalty free licence (the Licence) to use the Marks throughout the world (the Territory) in association with the goods and services specified in NOW THEREFORE in consideration of the representations, warranties, covenants and agreements contained herein and in the Master Amending Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby irrevocably acknowledged) the parties agree as follows:
To the Licensors knowledge the Licensor has the right and authority to licence to the Licensee the right to use the Marks. Pursuant to that certain Master Amending Agreement (the Master Amending Agreement) dated as of the Effective Date between the parties, the Licensor has agreed to licence to the Licensee the non-exclusive right to use the Marks andĬ. To the Licensors knowledge the Licensor owns or holds certain rights in respect of those trademarks listed in Schedule A attached hereto (collectively, the Marks) ī. KUNEKT CORPORATION, a corporation governed by the laws of the State of Nevada and having an office at Unit 1, 12/F International Commerce Centre, 1 Austin Road West, Kowloon, Hong KongĪMS-INT ASIA LIMITED, a company incorporated under the laws of Hong Kong and having an address at Unit 04,7/F, Bright Way Tower, No.
THIS TRADEMARK LICENCE AGREEMENT (the ∺greement) is made with effect as of the 29th day of June, 2011 (the ∾ffective Date),