Trademark License Agreement - US Securities and Exchange Commission and EDGAR Online Inc.
TRADEMARK LICENSE AGREEMENT
between
The U.S. Securities and Exchange Commission
and
EDGAR Online, Inc.
Whereas the U.S. Securities and Exchange Commission ("SEC") has adopted
and is using the mark EDGAR(R) (the "Mark"), and has filed and registered the
Mark, among other marks, with the U.S. Patent and Trademark Office as
trademarks; and
Whereas, EDGAR Online, Inc. ("EDGAR Online") desires to incorporate and
otherwise use the Mark in the production and promoting of its products and
services and in other specified activities;
Now, therefore, in consideration of the mutual promises herein contained,
it is agreed that:
1. Grant of License.
The SEC hereby grants to EDGAR Online a non-exclusive, non-assignable,
royalty-free right ("License") to use the Mark in connection with goods,
services and promotional activities related to provision of financial
information about filings made with the SEC, such License to be subject to the
terms of this Trademark License Agreement ("Agreement").
2. Quality Control.
The SEC shall have the right, at all reasonable times, to inspect EDGAR
Online's goods, services and promotional activities employing the Mark to ensure
that such use is of proper quality and otherwise consistent with this Agreement.
3. Duration, Termination and Renewal.
a. The initial term of this Agreement is ten years from the date of
execution. This Agreement may be renewed for subsequent ten-year terms by the
mutual consent of the parties and the execution of a valid Renewal Agreement.
Upon termination
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of this Agreement, all rights of EDGAR Online to use the Mark shall immediately
terminate.
b. In the event of a breach of any of the terms and conditions of
this License by EDGAR Online, the SEC shall give EDGAR Online written notice of
such breach. In the event EDGAR Online does not cure such breach within thirty
(30) days, the SEC may immediately terminate this License and shall notify EDGAR
Online in writing of such termination within five (5) days of such termination.
4. Sale, Dissolution, or Insolvency of EDGAR Online.
If EDGAR Online is sold or dissolved, or is the subject of bankruptcy
proceedings, the SEC shall have the right to terminate the License immediately.
5. Validity of Ownership of Mark.
EDGAR Online is prohibited from challenging or contesting in any way the
validity of the SEC's registration of the Mark with the U.S. Patent and
Trademark Office or the SEC's exclusive worldwide ownership of the Mark.
6. Use of the Mark.
Before EDGAR Online uses the Mark in production, promotions or other
publicly distributed materials, it shall send a copy of the representative item
showing each proposed use to, and obtain approval from, the Associate General
Counsel for Litigation and Administrative Practice, Securities and Exchange
Commission, 450 5th Street, N.W., Mail Stop 2-7, Washington, D.C. 20549. The
Associate General Counsel may from time to time thereafter request in writing
copies of additional representative items showing EDGAR Online's use. EDGAR
Online shall provide such items within ten days following such request. In
either case, the Associate General Counsel, or his or her designee, shall,
within twenty days of receipt, review said items to determine if they comply
with the terms and conditions of this Agreement. If the Associate General
Counsel or his or her designee has not objected in writing within twenty days
following receipt of any items provided as required herein, they shall be deemed
approved.
a. EDGAR Online acknowledges and agrees that (i) the Mark is a
trademark of the SEC and the SEC holds it out to the
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public as such; and (ii) the Mark is registered as a trademark with the U.S.
Patent and Trademark Office (U.S. Registration No. 1,829,234).
b. In using the Mark, standing alone or as incorporated in EDGAR
Online, EDGAR Online shall clearly indicate that the Mark is federally
registered with the U.S. Patent and Trademark Office and that it is the property
of the SEC. Such indication of registration shall be in the form of the (R)
designation, including, where possible, but at a minimum on EDGAR Online's
letterhead, on any other media by which the corporation's name is displayed in
the marketplace, and in conjunction with EDGAR Online's initial use of the Mark
within each of its products, services, or promotion materials (e.g., on the
first or welcome screen of any EDGAR Online on-line computer service, on the
cover or first page of any user manual or promotion material, and after the
first reference to the Mark in any advertisement), the following words:
"EDGAR(R) is a federally registered trademark
of the U.S. Securities and Exchange
Commission. EDGAR Online is not affiliated
with or approved by the U.S. Securities and
Exchange Commission."
c. EDGAR Online's use of the Mark shall not be portrayed as an
endorsement or recommendation by the SEC of any of EDGAR Online's products or
services.
d. The SEC makes no ownership claim to any of EDGAR Online's product
designations, other than as provided in this Agreement.
7. Infringement.
EDGAR Online shall notify the SEC of any potential infringement of the
Mark of which EDGAR Online is aware.
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8. Governing Law.
This Agreement shall be interpreted and implemented in accordance with the
federal common law as interpreted by the U.S. District Court for the District of
Columbia. EDGAR Online shall comply with all applicable legal requirements
governing trademark use.
9. Indemnification.
EDGAR Online agrees to indemnify and hold the SEC harmless from any and
all claims, damages and attorney's fees arising from the use of the Mark by
EDGAR Online in its operations under the Agreement, except to the extent such
claims, damages and fees arose in connection with any act or failure to act by
the SEC.
10. Amendment.
This Agreement may be amended only through a written instrument executed
by a duly authorized representative of each of the parties hereto.
In witness whereof, the SEC and EDGAR Online have executed this Agreement
as of the 26th day of March, 1999.
U.S. SECURITIES AND EDGAR ONLINE, INC.
EXCHANGE COMMISSION
/s/ Richard D. Heroux By: /s/ Marc Strausberg
___________________________________ ___________________________________
RICHARD D. HEROUX Marc Strausberg
Office of Information Technology Title: President
DATED: March 26, 1999 DATED: March 1, 1999
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CERTIFICATE
I, Susan Strausberg, certify that I am the CEO of EDGAR Online, Inc.; that
Marc Strausberg, who signed this Agreement for the corporation, was then
President of the corporation; and that the Agreement was duly signed for and on
behalf of the corporation by authority of its board of directors and within the
scope of its corporate powers.
Witness my hand and the seal of the corporation this 1st day of March,
1999.
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