THIS AGREEMENT is effective as of this ____ day of August, 2007, by and between EMS ANGELS MC (hereinafter called OWNER), a New Jersey Non-Profit Corporation organized and existing under the laws of New Jersey, having an office New Jersey  and (hereinafter called USER), a member of the EMS ANGELS MC having an address at_________________________.

WHEREAS, this product is furnished subject to the terms and conditions of this Agreement.  Use of this product in any manner will be considered acceptance of the agreement terms.  For the purposes of this Agreement the word “Product” shall refer to our logo also know as our colors.
 

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows:

1. GRANT OF LICENSE.

OWNER grants to USER a nonexclusive, non-transferable, non-exclusive license to use the Product subject to the following conditions:

a.    General copying restrictions

You may:

a. Use the Product on your vest or jacket, whichever you prefer.
b. Terminate this license by returning the original Product directly to the President of the Club.

You may not:

a. Loan, rent, lease, give, sub-license or otherwise transfer this Product in whole or in part, to any other person.
b. THIS LICENSE WILL TERMINATE AUTOMATICALLY if you fail to comply with the terms and conditions set forth above.

2. TITLE, COPYRIGHT AND TRADEMARK.

USER acknowledges the ownership of the Product in OWNER, agrees that it will do nothing inconsistent with such ownership and that all use of the Product by USER shall inure to the benefit of and be on behalf of OWNER.  USER agrees that nothing in this License shall give USER any right, title or interest in the Product other than the right to use the Product in accordance with this License and USER agrees that it will not attack the title of OWNER to the Product or attack the validity of this License.

This product is owned by Manny Oliveira, President of EMS Angels MC and is protected by United States copyright laws.  In consideration of the Grant of License, you agree that any copy of this product which you make shall retain all copyright and other proprietary notices in the same form and manner as on the original.

3. FORM OF USE.

USER agrees to use the Product only in the form and manner and with appropriate legends as prescribed from time to time by OWNER, and not to use any other trademark or service mark in combination with the Product without prior written approval of OWNER.

4. INFRINGEMENT PROCEEDINGS.

USER agrees to notify OWNER of any unauthorized use of the Product by others promptly as it comes to USER’s attention.  OWNER shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Product.

5. RESTRICTIONS.

You may not reverse, rearrange, transfer or loan out this product.  The USER hereby acknowledges that he/she has received a copy of the corporate Bylaws of EMS Angels MC and agrees to be bound by same.

6. TERM OF LICENSE.

This license is effective upon your acceptance of the above agreement and shall remain in effect for one (1) year and renewed annually until terminated by failure on your part to comply with the license agreement.  Upon termination of the license agreement, you must return the product and any associated support materials to the President of the EMS Angels MC.  USER agrees to sign a License Agreement each year and submit his/her yearly enrollment fee to the club.  Failure to re-execute this Agreement or to maintain club dues current and/or ejection from the club shall be grounds for immediate termination.

7. TERMINATION FOR CAUSE.

OWNER shall have the right to terminate this Agreement for any reason upon thirty (30) days written notice to USER, or immediately upon written notice in the event of any affirmative act of insolvency by USER, upon the appointment of any receiver or trustee to take possession of the properties of USER, or upon breach of any of the provisions hereof by USER.

8. EFFECT OF TERMINATION.

Upon termination of this License, USER agrees to immediately discontinue all use of the Product and any term confusingly similar thereto, to delete or remove same from its belongings, to cooperate with OWNER or its appointed agent and to destroy all printed materials bearing any of the Product, and that all rights in the Product and the goodwill connected therewith shall remain the property of OWNER.

9. OTHER AGREEMENTS.

Where terms and conditions of this agreement conflict with the terms or conditions of other agreements, this agreement supersedes other agreements.

10. DISCLAIMER OF WARRANTY.

This product is provided “AS IS” without warranty.  EMS Angels MC shall not be liable to any person or entity under any circumstances for any special, incidental, indirect or consequential damages, including, without limitation, damages resulting from use of or reliance on this product.

This agreement and license shall be governed in the United States by the laws of the State of New Jersey, and elsewhere by the laws of the country within which this agreement is made.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

OWNER
EMS ANGELS MC  
Manny Oliveira, President