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.

2.1               Grant of licence

The 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 in accordance with these terms of use on the [insert details]

2.2               Restrictions on licence

The Licensee must not:

(a)                  display or make use of the Trade Mark in:

(i)                  connection with any business other than the Business;

(ii)                 any manner that may bring the CLA into disrepute; or

(iii)               any other manner which is not authorised by the CLA in writing; or

(b)                grant any person a sublicence of its rights under these terms and conditions.

3.1               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 respect of:

(a)                 the use of the Trade Mark;

(b)                any promotional, advertising and marketing materials (including signage) (Marketing Materials) on which the Trade Mark appears; and

(c)                 all record keeping and audit obligations in respect of the Trade Mark.

3.2               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 being used.

3.3               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.

3.4               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 Date.

5.1               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 the Licence.

5.2               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:

(a)                 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;

(b)                an Insolvency Event occurs in relation to the Licensee; or

(c)                 the Licensee breaches clause 2.2 of these terms and conditions.

5.3               Consequence of termination

The Licensee must from the Termination Date:

(a)                 immediately stop all use of the Trade Mark;

(b)                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

(c)                 refrain from using any trade mark which is similar to the Trade Mark.

5.4               Equitable Remedies

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 conditions.

(a)                 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.

(b)                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.

(a)                 The Licensee acknowledges that:

(i)                  the CLA remains the legal and beneficial owner of the Trade Mark; and

(ii)                 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.

(b)                The Licensee must not:

(iii)               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

(iv)               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:

(a)                 the appointment of a receiver, manager, or a receiver and manager, to the whole or part of the party’s undertaking or assets;

(b)                becoming subject to an administration order or the making any voluntary arrangement with creditors;

(c)                 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

(d)                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:

(a)            the date that the Licence cease to be a member of the CLA; or

(b)           the date that this Licence is terminated pursuant to clause 5

Trade Mark means the trade mark specified in the Licence Details.

9.1               Governing Law

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.

9.2               Entire agreement

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.

9.3               Survival

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.

9.4               Cumulative rights

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.