In consideration of the CLA agreeing
to grant the Licensee a licence to use the Trade Mark under these terms and
conditions, the Licensee agrees to be bound by these terms and conditions in
connection with the use of the Trade Mark by the Licensee.
Grant of licence
Commercial Law Association of Australia Limited (CLA) grants to the Licensee a
non-exclusive and non-transferable right to use the Trade Mark in Australia strictly
Restrictions on licence
The Licensee must not:
display or make use of the Trade Mark in:
connection with any business other
than the Business;
any manner that may bring the CLA into
any other manner which is not
authorised by the CLA in writing; or
grant any person a sublicence of its
rights under these terms and conditions.
Compliance with CLA directions
The Licensee must promptly comply with the
standards and guidelines set, and directions given, by CLA from time to time in
the use of the Trade Mark;
any promotional, advertising and
marketing materials (including signage) (Marketing
Materials) on which the Trade Mark appears; and
all record keeping and audit
obligations in respect of the Trade Mark.
Compliance with applicable law
The Licensee must not display or make use of
the Trade Mark in a manner that would be contrary to any applicable laws or
regulations of the place in which it is registered or the place in which it is
Reproduction of trade marks
Each time the Trade Mark is used by the
Licensee, the Licensee must faithfully reproduce the Trade Mark, along with any
proprietary or other notices associated with it.
Exercise of rights
The Licensee is solely responsible for all
costs it incurs in relation to its exercise of the rights granted under these
terms and conditions.
The Licence granted under these terms
and conditions commences on the date this document, and will terminate on the
Termination for convenience
The CLA may at any time terminate the Licence
by giving the Licensee two months’ written notice of its intention to terminate
Termination by CLA
In addition to any other rights and remedies
at law, the Licence will terminate with immediate effect and without notice
from the CLA if:
the Licensee commits a breach of its
obligations under these terms and conditions and fails to remedy that breach
within 5 Business Days after receiving written notice from CLA specifying the
details of that breach and requesting that the breach be remedied;
an Insolvency Event occurs in relation
to the Licensee; or
the Licensee breaches clause 2.2 of these terms and conditions.
Consequence of termination
The Licensee must from the Termination Date:
immediately stop all use of the Trade
at CLA’s direction deliver up or
destroy any Business Materials, or other items displaying the Trade Mark in its
possession or under its control; and
refrain from using any trade mark which
is similar to the Trade Mark.
The Licensee agrees that any breach of
clause 5.4 may cause irreparable commercial and financial harm to CLA for
which damages may be an inadequate remedy and that, in addition to any other
remedies which may be available to it, CLA may seek to restrain such breach by
injunction or similar remedy, or compel specific performance of these terms and
The Licensee will indemnify and keep
indemnified CLA, its directors, employees and agents against any loss or
liability as a result of, or in respect of, any claim, liability, proceeding or
allegation which may be brought or commenced, as a result of or in connection
with, the Licensee’s use of the Trade Mark.
The Licensee must pay on demand any
amount it is required to pay under the indemnity in clause 5(a) and it is
not necessary for CLA to incur expense or make any payment before enforcing its
right of indemnity.
Trade Mark Rights
The Licensee acknowledges that:
the CLA remains the legal and
beneficial owner of the Trade Mark; and
nothing in these terms and conditions gives
the Licensee any rights or interests in the Trade Mark or of any goodwill
associated with it, other than as a licensee under these terms and conditions.
The Licensee must not:
challenge or impair, or procure or
authorise any person to challenge or impair ownership of, or right, title or
interest in, the Trade Mark by the CLA; or
oppose the grant or challenge the
validity or enforceability of the Trade Mark or assist or procure any other
person to do so.
In these terms and conditions, the
following definitions will apply:
Business means the business identified in the Licence Details
Insolvency Event in respect of a party means:
the appointment of a receiver,
manager, or a receiver and manager, to the whole or part of the party’s
undertaking or assets;
becoming subject to an administration
order or the making any voluntary arrangement with creditors;
the party suspending the payment of
its debts, being unable to pay its debts as and when they are due or being
presumed to be insolvent within the meaning of the Corporations Act; or
an application or order is made, or a
resolution is passed, for the liquidation of the party, or any steps are taken
to liquidate or pass a resolution for the liquidation of the party otherwise
than for the purpose of an amalgamation or reconstruction.
Licensee means the party described as the Licensee in the Licence Details.
Marketing Materials has the meaning given to it in clause 3.1(b)
Termination Date means the date which is the earlier of:
date that the Licence cease to be a member of the CLA; or
date that this Licence is terminated pursuant to clause 5
Trade Mark means the trade mark specified in the Licence Details.
The Licence will be governed and constructed
in accordance with the laws of New South Wales and the Licensee agree to submit
to the exclusive jurisdiction of the Courts of New South Wales.
These terms and conditions record the
entire agreement between the CLA and the Licensee in relation to its subject
matter. It supersedes all prior contracts, arrangements, understandings or
negotiations by, or between, the parties in relation to the subject matter of these
terms and conditions.
All indemnities contained in these
terms and conditions remain valid and binding following expiry or
termination. Any other provision by its
nature intended to survive expiry or termination of the Licence survives expiry
or termination of it.
The rights, powers, authorities,
discretions and remedies of a party under these terms and conditions do not
exclude any other right, power, authority, discretion or remedy.
Executed as an agreement.