THIS LICENSEE AGREEMENT, made the ______ day of ____________________, ________, is between Vulcan Consulting LCC (a Texas Corporation), hereinafter referred to as “the Company”, and Vulcan Consulting LLC, doing business as Vulcan Consulting, hereinafter referred to as “Licensee”.
RECITALS:
The licensee has applied to Vulcan Consulting for the rights to market, sell and install Vulcan Consulting safety surfacing and other Vulcan Consulting products under the name of “Vulcan Consulting”.
The licensee acknowledges that it has investigated the desirability of operating such business under the terms and conditions established by Vulcan Consulting and voluntarily accepts and agrees to fully and faithfully perform according to the terms of this Agreement.
Now therefore, for and in consideration of the foregoing recitals and the mutual covenants, agreements and promises contained herein, the parties agree as follows:
1. LICENSEE
Vulcan Consulting hereby grants to the licensee the right to market and install Vulcan Consulting safety surfacing and other approved Vulcan Consulting products using the trade names “Vulcan Consulting” and “RUBAPAVE”.
2. TERM
Term: The term of this Agreement shall be for a period of _____ year(s) commencing on _______ day of _____________, ______ and terminating on ______ day of _____________, _______.
3. RENEWAL
Provided that the licensee has fully complied with all terms and conditions of this Agreement, the licensee may request renewal of this Agreement.
The licensee shall provide written notice to Vulcan Consulting of its desire to renew at least ninety (90) days before the expiration of the Agreement.
Any renewal shall be the subject to the Dealer’s continued compliance with Vulcan Consulting’s requirements and any renewal terms agreed upon by the parties.
4. LINCENSE FEE
The initial fee, which the licensee agrees to pay to the Company, is the sum of $1,000 annually prorated to the 1st of January.
5. ADDITIONAL FEES
There will be no additional ongoing fees unless agreed to in writing by Vulcan Consulting and licensee.
6. CUSTOMER LEADS
Vulcan Consulting will make reasonable efforts to provide the licensee with customer leads and inquiries received by Vulcan Consulting.
Leads may be received through, but not limited to:
The Vulcan Consulting website
Email inquires
Social media
Online advertising
Other Vulcan Consulting marketing and promotional activities
Where a lead is received for a customer or project located within the licensee’s area, Vulcan Consulting will, where applicable, pass the lead to the licensee for follow up.
The licensee agrees to contact and follow up with the leads in a timely and professional manner.
Vulcan Consulting does not guarantee any specific number of leads, sales, projects, revenue or profitability. If the licensee fails to respond to or adequately follow up with a lead, Vulcan Consulting reserves the right to reassign that lead to assist the customer through another licensee or a Vulcan Consulting representative.
7. Vulcan Consulting SALES AND TECHNICAL SUPPORT
Vulcan Consulting will provide reasonable sales and technical support to the licensee.
Support may include assistance with:
Product selection
Product applications
Estimating and quoting
Installation procedures
Troubleshooting
Sales
Technical and sales support will be available by phone or email by Vulcan Consulting during normal business hours.
8. TRAINING
Vulcan Consulting will provide licensee training designed to educate on Vulcan Consulting products, installation procedures, estimating, sales and other aspects needed.
The licensee agrees to ensure that installers working on Vulcan Consulting projects are appropriately trained and follow Vulcan Consulting’s current installation procedures.
Vulcan Consulting may establish requirements for the licensee or installer training from time to time.
The training fee is $3,500, whether the training is conducted in-house or on-site. For on-site training, travel and accommodation expenses are not included in the training fee and will be charged separately.
9. MARKETING SUPPORT
Vulcan Consulting will provide the licensee with access to approved Vulcan Consulting marketing and promotional materials to assist in promoting and selling Vulcan Consulting products.
Marketing support may include:
Product brochures
Product information sheets
Sample boards
Images of installations
Digital marketing materials
Social media templates
Other marketing resources developed or approved by Vulcan Consulting
Vulcan Consulting may provide certain marketing materials at no charge and may offer additional materials or customized marketing services at a cost agreed upon by the licensee and Vulcan Consulting.
The licensee agrees to use Vulcan Consulting marketing materials and branding in accordance with Vulcan Consulting’s current branding and marketing guidelines.
10. TRADEMARKS
(a) The licensee shall have no authority to use the trademarks, service marks, logos, trade dress or other identifying marks owned or controlled by Vulcan Consulting except as expressly permitted under this Agreement.
(b) Marks under this Agreement shall include any and all trademarks, service marks, logos, trade names, trade dress and other identifying indicia owned or controlled by Vulcan Consulting or its affiliates, including any confusingly similar marks.
c) The licensee acknowledges Vulcan Consulting’s ownership of the Marks and agrees that all goodwill resulting from the licensee’s authorized use of the Marks shall insure to the benefit of the Vulcan Consulting.
d) The licensee agrees not to contest, challenge, infringe upon or assist any other person or entity in challenging Vulcan Consulting ownership or rights in the Marks.
e) Upon termination of this Agreement, the licensee shall immediately discontinue all unauthorized use of the Marks and shall remove the Marks from its advertising, website, signage, vehicles, stationery and other materials as directed by the Vulcan Consulting.
11. LICENSEE RESPONSIBILITIES
The Licensee agrees to:
a) Purchase Vulcan Consulting products and materials through Vulcan Consulting or Vulcan Consulting-approved suppliers.
b) Use Vulcan Consulting products only for their intended and approved applications.
c) Follow all Vulcan Consulting product mixing, preparation and installation procedures as outlined in Vulcan Consulting’s current installation manual and training materials.
d) Maintain the quality and professional standards expected of a Vulcan Consulting Dealer.
e) Respond to Vulcan Consulting-provided leads in a timely and professional manner.
f) Provide customers with professional service and workmanship.
g) Ensure that employees, subcontractors and installers working on behalf of the licensee follow the Company's installation procedures.
h) Represent the Vulcan Consulting brand in a professional manner.
i) Comply with all applicable federal, state and local laws, regulations, licensing requirements and insurance requirements applicable to the Dealer's business.
12. DEALER MARKETING AND ADVERTISING
The licensee may advertise and promote Vulcan Consulting products using Vulcan Consulting-approved materials.
Any licensee-created advertising or promotional materials that use the Vulcan Consulting name, trademarks, logos or other Vulcan Consulting branding must comply with Vulcan Consulting’s branding requirements and may be subject to approval.
The licensee shall not make claims regarding Vulcan Consulting products that are false, misleading or inconsistent with information provided or approved by Vulcan Consulting.
13. ONGOING BENEFITS
As part of the Vulcan Consulting Licensee Program, the licensee will receive access to the following benefits, subject to the terms and conditions of this Agreement:
a) Vulcan Consulting-Generated Leads - Applicable customer and project leads received by Vulcan Consulting.
b) Marketing Support - Access to approved Vulcan Consulting marketing, promotional and sales materials.
c) Sales Support - Reasonable assistance with sales questions, estimating, product selection and customer inquiries.
d) Technical Support - Access to technical assistance relating to Vulcan Consulting products and installation procedures.
e) Training - Access to Dealer and installer training opportunities provided by the Company.
f) Product Resources - Access to product information, installation manuals, colour information, samples and other resources provided by Vulcan Consulting.
g) Brand Recognition - Authorization to represent as an approved Vulcan Consulting licensee and use approved Vulcan Consulting branding in accordance with Vulcan Consulting policy’s.
Vulcan Consulting may add, modify or update benefits and support programs from time to time.
14. PRODUCTS AND SUPPLIERS
All products purchased under this Agreement shall be purchased for use by the licensee in connection with its Vulcan Consulting business.
During the term of this Agreement, the licensee shall not purchase or use materials intended to substitute for Vulcan Consulting products from another manufacturer or supplier without Vulcan Consulting’s prior written approval.
The Company reserves the right to update, modify or discontinue products from time to time.
15. SALE OR ASSIGNMENT OF DEALERSHIP
No sale, transfer or assignment may be made by the licensee without first obtaining the written consent from Vulcan Consulting..
Consent by the Vulcan Consulting shall not be unreasonably withheld.
16. TERMINATION
a) Vulcan Consulting may terminate this Agreement if the licensee fails to comply with any material obligation under this Agreement.
Vulcan Consulting shall provide written notice describing the nature of the violation and, where applicable, provide fifteen (15) days to cure the default.
Correction of the default within the applicable cure period may allow this Agreement to continue. Repeated, serious or continuing violations may constitute grounds for termination.
b) Vulcan Consulting may terminate this Agreement immediately where permitted by law in circumstances involving fraud, misuse of Company property or trademarks, serious misconduct, unlawful activity, or conduct that materially damages the Vulcan Consulting brand.
c) Termination shall immediately end the licensee’s authorization to operate under the Vulcan Consulting name and represent itself as an authorized Vulcan Consulting licensee.
d) Upon termination, all amounts owed by the licensee to Vulcan Consulting shall become immediately due and payable.
e) The licensee shall immediately return or discontinue use of Vulcan Consulting-provided literature, stationery, signs, advertising, promotional materials and other materials identifying the Dealer with the Vulcan Consulting.
19. CONFIDENTIALITY
The licensee agrees to maintain the confidentiality of proprietary and commercially sensitive information provided by Vulcan Consulting, including pricing, customer information, business practices, product information, marketing plans and other information identified as confidential.
This obligation shall continue following termination of this Agreement to the extent permitted by applicable law.
20. POST-TERMINATION
Following termination of this Agreement for any reason, the licensee shall immediately cease representing itself as a Vulcan Consulting licensee and cease using the Vulcan Consulting name, Marks and other Vulcan Consulting branding except as otherwise expressly authorized in writing by Vulcan Consulting.
Any post-termination restrictions contained in this Agreement shall apply only to the extent permitted by applicable federal, state and local law.
21. WAIVER
The waiver by Vulcan Consulting of any breach or violation of this Agreement shall not constitute a waiver of any subsequent breach or violation.
22. ATTORNEY'S FEES
If either party is reasonably required to incur legal expenses in connection with enforcing its rights under this Agreement, the non-prevailing party shall pay such reasonable legal expenses, fees and costs to the extent permitted by applicable law.
23. GOVERNING LAW
This Agreement shall be interpreted and governed under the laws of the State of Texas, without regard to its conflict-of-law provisions.
Any legal action arising from this Agreement shall be brought in a court of competent jurisdiction as determined under applicable Texas law.
24. MISCELLANEOUS
No representation, promise, guarantee or warranty was made to induce the execution of this Agreement other than those expressly contained herein.
The licensee acknowledges that neither the Company nor any other person can guarantee the licensee’s success, sales volume, profitability or income.
This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, representations or understandings between the parties concerning this agreement.
This Agreement may not be modified, amended or altered except in writing and signed by both parties.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
If any provision of this Agreement is determined to be invalid or unenforceable under the laws of any applicable jurisdiction, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
25. EXECUTION OF AGREEMENT
By executing this Agreement, the parties acknowledge that they have read this Agreement, understand its provisions and agree to be bound by its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement on the ______ day of ______________________, ________.
Vulcan Consulting LLC
By: __________________________________________
Name: ________________________________________
Title: _________________________________________
Signature: _____________________________________
Date: _________________________________________
LICENSEE
Legal Business Name: ___________________________
By: __________________________________________
Name: ________________________________________
Title: _________________________________________
Signature: _____________________________________
Date: _________________________________________