Last updated: 8 August 2018
1. You are granted a non-exclusive licence to use the Mark in Hong Kong by the licensor (the “Licensor”) subject to the terms of this TOU.
2. Any goodwill derived from the use by the Licensee of the Mark shall accrue to the Licensor. The Licensor may, at any time, call for a document confirming the assignment of that goodwill and the Licensee shall immediately execute it.
3. No rights or licences are conferred on the Licensee pursuant to this licence except those expressly set out in this licence.
4. The Licensee's licence to use the Mark is subject to the following conditions:
(a) the Licensee shall comply with the specifications, standards and directions relating to the use of the Mark, as notified by the Licensor from time to time;
(b) the Licensee shall, in exercising its right under this TOU, comply with all applicable laws, regulations, industry standards and codes of practice;
(c) samples of advertising, promotional and other materials to which the Mark is applied pursuant to this licence (the “Materials”) shall be submitted to the Licensor for its approval prior to being used and as requested by the Licensor from time to time unless otherwise agreed between the Licensor and the Licensee;
(d) the Licensee shall, on the Licensor's request, permit representatives of the Licensor to attend any premises where the Mark is or should be used, for the purpose of verifying that the terms of this licence are being respected; and
(e) the Licensee shall not do or fail to do any act or thing whereby the validity, enforceability or the Licensor's ownership of the trade mark registrations for the Mark, or the reputation or goodwill associated with the Mark anywhere in Hong Kong, is likely to be prejudiced.
5. The Licensee shall sign such documents and give such assistance as the Licensor may reasonably request from time to time for the Licensee to be recorded as licensee against any relevant trade mark registration or pending application which includes the Mark, and to have any such recordal removed on termination of this licence.
6. The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with:
(a) the Licensee's exercise of its rights granted under this TOU;
(b) the Licensee's breach or negligent performance or non-performance of this TOU; or
(c) the enforcement of this TOU.
7. The Licensee shall promptly inform the Licensor of any suspected unauthorised use of the Mark (or any confusingly similar mark) of which it becomes aware, and shall provide the Licensor with such documents, information and assistance as it can in relation to any such use.
8. The Licensor gives no warranty and makes no representation in or pursuant to this licence that the use of the Mark does not or will not infringe the rights of others.
9. This licence shall commence on the Effective Date and continue for the period of two (2) years unless terminated earlier under any of the following provisions.
10. The Licensor may terminate this licence by notice with immediate effect if:
(a) the Licensee commits any breach of this licence which is material and not capable of remedy, or which is capable of remedy but which is not remedied within 14 days of notice from the Licensor to do so;
(b) the Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
(c) the Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Licensee with one or more other companies or the solvent reconstruction of the Licensee;
(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Licensee other than for the sole purpose of a scheme for a solvent amalgamation of the Licensee with one or more other companies or the solvent reconstruction of the Licensee;
(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Licensee;
(f) the holder of a qualifying floating charge over the assets of the Licensee has become entitled to appoint or has appointed an administrative receiver;
(g) a person becomes entitled to appoint a receiver over all or any of the assets of the Licensee or a receiver is appointed over all or any of the assets of the Licensee;
(h) a creditor or encumbrancer of the Licensee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Licensee's assets and such attachment or process is not discharged within 14 days;
(i) any event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 10(b) to Clause 10(h) (inclusive);
(j) the Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(k) there is a change of control of the Licensee.
11. The Licensee undertakes to the Licensor that, save as expressly permitted by this licence, it will not make any use anywhere in the world of the Mark or any name or mark intended or likely to be confused or associated with it. In particular, upon termination of this licence for any reason the Licensee shall cease immediately to make any use of the Mark save as is set out in clause 12.
12. Within 30 days after the date of termination the Licensee shall promptly destroy, or if the Licensor shall so elect, deliver to the Licensor, at the Licensee's expense, all Materials containing the Mark in its possession.
13. Any provision of this TOU that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this TOU shall remain in full force and effect.
14. The Licensee shall not assign, transfer, mortgage, charge, sub-license, sub-contract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this licence without the prior written consent of the Licensor.
15. This licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with the law of Hong Kong.
16. Each party irrevocably agrees that the courts of Hong Kong shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this TOU or its subject matter or formation.
17. The Licensor may modify this TOU from time to time, and will post the most current version on the website.