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"OUR ADORABLE BABY"© SIGN DISPLAY LICENSE AGREEMENT
This Sign License Agreement ("Agreement") is made and effective this _______________ by and between A Happy
Day Lawn Display, Inc, an Ohio corporation ("Manufacturer") and ______________________________, ("Licensee").
Manufacturer has developed and licenses to other sign companies its "Our Adorable Baby" display marketed under
the name "Our Adorable Baby" (the "sign").
Licensee desires to utilize this display.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Manufacturer and Licensee agree as follows:
1. License.
Manufacturer hereby grants to Licensee a perpetual, non-exclusive, limited license to use this display in the United States
of America as set forth in this Agreement.
2. Restrictions.
Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the design, or display items, including display
stands (FSMSS) or transfer or convey the display or any right in the display to anyone else without the prior written consent
of Manufacturer. These restriction covers the sign, display stands, and all trade secrets used to display said sign.
3. Territory.
In consideration for the grant of the license and the use of the sign, within agreed territory, Licensee agrees to pay
Manufacturer the sum of _______________for said territory.
4. Warranty of Title.
Manufacturer hereby represents and warrants to Licensee that Manufacturer is the owner of the design or otherwise has
the right to grant to Licensee the rights set forth in this Agreement. In the event of any breach or threatened breach of
the foregoing representation and warranty, Licensee's sole remedy shall be to require Manufacturer or to either: i) procure,
at Manufacturer's expense, the right to use the Design, ii) replace the Design or any part thereof that is in breach and replace
it with Design of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the
territory fee upon the return of the Design and all copies thereof to Manufacturer.
5. Warranty of Functionality.
A. For a period of ten (10) days following delivery of the signs to Licensee (the "Warranty Period"), Manufacturer
warrants that the signs shall perform in all material respects according to the Manufacturer's specifications concerning the
sign when used with the appropriate display equipment. In the event of any breach or alleged breach of this warranty, Licensee
shall promptly notify Manufacturer and return all signs and display materials to Manufacturer at Licensee's expense. Licensee's
sole remedy shall be that Manufacturer shall correct the sign so that it displays according to the warranty. This warranty
shall not apply to the signs if modified by anyone or if used improperly or in an environment not approved by Manufacturer.
B. In the event of any defect in the display material upon which the sign is made arising within ten (10) days of the
date of delivery of the sign, upon return to Manufacturer of the sign, Manufacturer shall provide Licensee a new sign.
6. Indemnification.
Licensee agrees to protect Manufacturer and hold Manufacturer harmless from any loss or claim arising out of the negligence
of Licensee, Licensee's agents, employees or representatives in the installation, use, rental or servicing of Manufacturer's
Products or arising out of any representation or warranty made by Licensee, its agents, employees or representatives with
respect to Manufacturer's Products that exceeds Manufacturer's limited warranty.
7. Warranty Disclaimer.
MANUFACTURER’S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Limitation of Liability.
Manufacturer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect
damages, whether based on lost revenue or otherwise, regardless of whether Manufacturer was advised of the possibility of
such losses in advance.
9. Order Processing and Returns.
A. Manufacturer will employ its best efforts to fill Licensee's orders promptly on acceptance of payment, but reserves
the right to allot available inventories among Licensees at its discretion.
B. Except for Manufacturer's products that are defective at the time of delivery to Licensee, Manufacturer shall not be
obligated to accept any of Manufacturer's Products that are returned. In the event of such returns are accepted, Manufacturer
may impose a reasonable restocking charge.
10. Notice.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate
party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
If to Manufacturer:
A Happy Day Lawn Display, Inc
3545 Bosworth Ave NE
Canton, OH 44705
If to Licensee:
______________________________
______________________________
______________________________
______________________________
11. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of Ohio.
12. No Assignment.
Licensee may assign neither this Agreement nor any interest in this Agreement without the prior express written approval
of Manufacturer.
13. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. Only a further
writing that is duly executed by both parties may modify this Agreement.
14. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never
been included.
15. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, Manufacturer and Licensee have executed this Sign License Agreement on the day and year first above
written.
A Happy Day Lawn Display, Inc
By: __________________
Kathy Doherty
President
______________________________
Date
By: ____________________________
_______________________________
_______________________________
_______________________________
Date
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