Limited License to Use Waste Management Property
This Limited License Agreement (“Agreement”) is made as of the day you agree to the terms of this Limited License [“Effective Date”] by and between Waste Management, Inc. (“WM”) and you (“Customer”).
Whereas, WM has developed certain right, title and interest in certain intellectual property; and
Whereas, Customer desires to use such materials in its recycling or education programs; and
Whereas, WM has agreed to allow Customer to use such materials subject to the terms and conditions as set forth herein;
Now therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
a. WM Property
b. Upon the terms and conditions of this Consent, WM hereby grants, or will cause its affiliates to grant, to Customer a non-exclusive, non-transferable, revocable license to use the WM or its affiliates marks, logos, names and/or copyrighted materials listed in Exhibit A (“WM Property”) for the uses set forth on Exhibit A. All other rights not expressly provided herein, including the rights to use and/or license the WM Property elsewhere, are expressly reserved by WM and its affiliates.
c. Customer recognizes the great value of the goodwill associated with the WM Property and acknowledges that the WM Property and all rights therein and the goodwill pertaining thereto belong exclusively to WM, or its affiliates.
c. Customer acknowledges that WM, or its affiliates, is the owner of the exclusive right, title and interest in and to the WM Property. Customer shall not during the term of this Consent, or thereafter, attack the title or any right or interest of WM in and to the WM Property or attack the validity of this License.
d. Except as otherwise provided herein, prior to adoption and use, Customer shall submit to WM for prior written approval all proposed uses of the WM Property by Customer. WM shall determine in its sole discretion whether or not Customer’s proposed use meets WM’s approval.
2. Use of WM Property
a. Customer shall use the WM Property with appropriate notice designations as instructed by WM or its affiliates.
b. Customer shall at no time attempt to register or register anywhere in its own name, or on behalf of any other person, the WM Property, or any mark incorporating the WM Property, and also shall not associate the WM Property with any article or service, other than the uses allowed hereunder.
c. Customer shall not use any of the WM Property in combination with any other trademark or service mark of a third party without the express written consent of WM. Customer may add its own name or logo, and contact information to any material provided herein, however no other changes to the material provided hereunder may be made without WM’s written consent.
d. Customer shall cooperate fully and in good faith with WM for the purpose of securing and preserving WM’s rights in and to the WM Property, including but not limited to, providing WM specimens of use to enable WM to perfect applications for registration of, or maintain registrations for, the WM Property and/or other WM Property including, or which are derivatives of, the WM Property. Customer’s use of the WM Property in accordance with this Agreement shall inure to the benefit of WM. Customer shall not at any time acquire any rights in such WM Property by virtue of any use it may make of such WM Property, including any such use in accordance with this Consent.
3. Term and Termination
a. This Agreement shall as of the Effective Date and, unless terminated earlier in accordance with this Agreement shall remain in force until you terminate by notice to us, or we terminate by notice to you (the “Term”).
b. WM has the right to terminate this Agreement for any reason on giving Customer not less than ten (10) days written notice.
c. WM shall have the right to terminate this Agreement immediately by giving written notice to Customer if Customer breaches this Agreement.
d. On expiration or termination of this Agreement for any reason, all rights and licenses granted pursuant to this Agreement shall cease and Customer shall cease all use of the WM Property.
(a) This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. (b) This Agreement represents the entire agreement between the parties and supersedes any and all other agreements related to the WM Property, whether written or oral, that may exist between the parties or its affiliates. (c) This Agreement shall be construed in accordance with the law of the state of Texas. (d) If any provision of this Agreement is declared invalid or unenforceable, then such provision shall be severed from and shall not affect the remainder of this Agreement; however, the parties shall amend this Agreement to give effect, to the maximum extent allowed, to the intent and meaning of the severed provision. (e) Customer recognizes that irreparable injury would result to WM and its business and property if Customer breaches any provision of this Agreement and that money damages would not be a sufficient remedy for any such breach. Customer therefore agrees that if it should engage, or cause to permit any other person or entity to engage, in any act in violation or threatened violation of any provision hereof, WM, in addition to such other remedies, damages and relief as may be available under applicable law, to a temporary restraining order and/or a permanent injunction prohibiting Customer the other from engaging in any such act or specifically enforcing this Agreement, as the case may be. (f) In the event any dispute arises under this Agreement, the non-prevailing party in such dispute shall be required to reimburse the
prevailing party for all costs and expenses (including reasonable attorneys’ fees) incurred by the prevailing party in enforcing the obligations of the non-prevailing party and its representatives under this Agreement.
WM Property: Recycle Often. Recycle Right. Service Mark
All downloadable materials from the Recycle Often. Recycle Right.website.
Use: Non-commercial education use, including customer education.