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Trademark License of October, 1990
AGREEMENT TO LICENSE THE USE OF TRADEMARKS, EXECUTED ON THE ONE PART BY
ALCOHOLICS ANONYMOUS WORLD SERVICES, INC.,
A NORTH AMERICAN CORPORATTON WITH DOMICILE AT 468 PARK AVENUE SOUTH NEW YORK, USA, HEREINAFTER REFERRED TO "THE LICENSOR" AND ON THE OTHER PART BY
CENTRAL MEXICANA DE SERVICIOS GENERALES ANONIMOS, A.C.,
A MEXICAN CORPORATION WITH DOMICILE AT AVENIDA CINCO DE MAYO 39, COLONIA CENTRO 0500 MEXICO, DISTRITO FEDERAL, HEREINAFRER REFERRED TO AS "THE LICENSEE", IN CONFORMITY WITH THE FOLLOWING STATEMENTS AND CLAUSES:
I. THE LICENSOR states that it is the lawful owner in Mexico of the rights derived from the trademarks appearing in Annex "A" hereto attached, hereinafter referred to as the licensed trademarks.
In conformity with these statements, the parties agree to the following:
2. THE LICENSEE may use the licensed trademarks for itself or through written sub-licenses granted to the Service Centers and the traditional AA Groups which constitute the structure of the Central Mexicana de Servicios Generales de Alcoholicos Anonimos, A.C., with regard to all services and products protected by said trademarks. However, the sublicensees may not in turn grant licenses to third parties without the express written consent of the LICENSOR and LICENSEE.
3. THE LICENSEE agrees to use the licensed trademarks in conformity with such specifications and instructions as the LICENSOR may from time to time provide.
4. THE LICENSEE recognizes that the LICENSOR is the lawful holder of all rights, title and interest in and on the licensed trademarks. The LICENSEE further recognizes the full validity of said trademarks
5. THE LICENSOR agrees to carry out at its own expense all procedures aimed at maintaining the validity of the licensed trademarks, such as proof of use and renewal of same (the license). Furthermore, the LICENSOR expressly agrees to answer for any possible infringement of trademark rights caused to third parties by the use of the licensed trademarks, and to absolve the LICENSEE of any responsibility in such an event.
6. The LICENSEE agrees to carry out at its own expense all necessary procedures before the bureau of Technological Development and the Bureau of Transfer of Technology of the Ministry of Commerce and Industrial Development, in order to be registered as an authorized user of the licensed trademarks. All use of the licensed Trademarks by the LICENSEE win be in the interest of the LICENSOR as owner of the licensed trademarks.
7. The LICENSEE agrees to comply with all the laws, regulations and other provisions of general nature pertaining to the use of legends, attributions, (notes, credit lines), symbols, and other obligations in the use of the licensed trademarks.
8. Both parties agree to notify each other opportunely of any trial, action or proceedings of which they have knowledge, instituted to annul, cancel or in any way invalidate the licensed trademarks.
9. The LICENSOR [AAWS] reserves the right to take legal action, in its own right and name, against any infringement or encroachment, before the competent judicial or administrative authority. However, should the LICENSOR consider it appropriate, and at the request of the LICENSEE, the latter may itself, or jointly with other licensees and sub-Licensees, institute the necessary legal action against infringers or encroachers, but always in accordance with the directions or indications given by the licensor. In such case, the LICENSEE, or licensees and/or sublicensees, or sub-licensees will absorb all costs entailed by the proceedings or trial, and will share in an agreed upon manner any award derived from the proceedings or trial. The LICENSEE may, if the LICENSOR considers it appropriate, join with the latter as to plaintiff for the purpose of seeking damages to its interests from the violator, the LICENSEE absorbing all costs entailed by the trial. The LICENSEE will aid an cooperative with the LICENSOR in any trial or suit instituted by the LICENSOR with regard to the material that is the object of this agreement.
10. The agreement will have full legal force and will be in effect for the space of 1 (one) year from the date of its execution, and will be automatically extended for equal periods; but it may be terminated earlier in accordance with the forms and conditions herein stipulated. The LICENSEE agrees not to grant sublicenses to use the licensed trademarks for a term longer than the term herein established.
11. The LICENSOR may terminate the validity of this agreement by written notice sent 60 (sixty) days in advance to the LICENSEE and consequently the latter shall not be able to use the licensed trademarks, nor grant sublicenses to third parties, once this agreement has been terminated. The LICENSEE also may cancel this agreement by written notice sent 60 days in advance to the LICENSOR.
12. In the cases of early termination of this agreement, the LICENSEE agrees to give corresponding notice to sub-licensees in order that, in the space of 60 days following said notice, the latter suspend use of the licensed trademarks.
13. Both parties agree that all notices, correspondence and communication necessary to the fulfillment of this agreement, or with regard to all matters pertaining to the use of the licensed trademarks, shall be addressed to the domiciles indicated at the end of this agreement. In the case of notices pertaining to the termination of this agreement, these shall be sent certified mail, return receipt requested, or by registered mail, said notices being valid from the date off delivery to the domiciles of the parties.
14. The LICENSOR may terminate this agreement if the LICENSEE does not comply with any of the terms or clauses herein contained. The LICENSOR may likewise immediately terminate this agreement
15. In case that the present agreement terminates or is terminated:
With respect to Article 15, Section XII of the Law of Control and Registration of Transfer of Technology, the LICENSOR agrees to absolve the LICENSEE of all responsibilities in the event that the
16. For the interpretation, compliance and execution of this agreement, both parties agree to submit to the Laws, authorities and courts of the Mexican Republic, specifically the courts located in Mexico City, renounced (recourse to) to any other code or jurisdiction that may for any reason be applicable.
17. The parties may, from time to time, add additional trademarks or additional products and services to those mentioned in the first statement of this agreement, being nonetheless bound by all the terms and conditions set forth herein.
18. This agreement supersedes all other contracts, agreements and accords executed by the parties prior to the date of its execution related to the matters and purposes set forth herein, and shall only be modified by a written document signed by duly authorized representatives of both parties.
19. Both parties authorize Messrs. Jose Antonio Miranda L., Javier Marin B. and Messrs Pedro Felix C., Joel Montiel P. and Rafael Conteras C., jointly or separately, to take all steps and measures necessary to register the present agreement with the National Registry of Transfer of Technology and with the Bureau of Technological Development..
The present agreement is signed in duplicate by ALCOHOLICS ANONYMOUS WORLD SERVICES, INC. in New York, New York, and by CENTRAL MEXICANA DE SERVICIOS GENERALES DE ALCOHOLICOS ANONIMOS, A.C. in Mexico, D.F., on this date, the 4th of October, 1990