TRADEMARK LICENSE AGREEMENT
between
The U.S. Securities and Exchange Commission
and
EdgarFiling.net, Inc.
Whereas the U.S. Securities and Exchange Commission ("SEC") has
adopted and is using the mark EDGAR(C) (the "Mark"), and has filed and
registered the Mark, among other marks, with the U.S. Patent and Trademark
Office as trademarks; and
Whereas, EdgarFiling.net, Inc. ("EFN") desires to incorporate and
otherwise use the Mark in the production and promoting of its products and
services and in other specified activities;
Now, therefore, in consideration of the mutual promises herein
contained, it is agreed that:
1. Grant of License.
The SEC hereby grants to EFN a non-exclusive, non-assignable, royalty-
free right ("License") to use the Mark in connection with goods, services
and promotional activities related to provision of financial information
about filings made with the SEC, such License to be subject to the terms of
this Trademark License Agreement ("Agreement").
2. Quality Control.
The SEC shall have the right, at all reasonable times, to inspect
EFN's goods, services and promotional activities employing the Mark to
ensure that such use is of proper quality and otherwise consistent with
this Agreement.
3. Duration, Termination and Renewal.
a. The initial term of this Agreement is ten years from the
date of execution. This Agreement may be renewed for subsequent ten-year
terms by the mutual consent of the parties and the execution of a valid
Renewal Agreement. Upon termination of this Agreement, all rights of EFN to
use the Mark shall immediately terminate.
b. In the event of a breach of any of the terms and conditions
of this License by EFN, the SEC shall give EFN written notice of such
breach. In the event EFN does not cure such breach within thirty (30) days,
the SEC may immediately terminate this License and shall notify EFN in
writing of such termination within five (5) days of such termination.
4. Sale, Dissolution, or Insolvency of EFN.
If EFN is sold or dissolved, or is the subject of bankruptcy
proceedings, the SEC shall have the right to terminate the License
immediately.
5. Validity of Ownership of Mark.
EFN is prohibited from challenging or contesting in any way the
validity of the SEC's registration of the Mark with the U.S. Patent and
Trademark Office or the SEC's exclusive worldwide ownership of the Mark.
6. Use of the Mark.
Before EFN uses the Mark in production, promotions or other publicly
distributed materials, it shall send a copy of the representative item
showing each proposed use to, and obtain approval from, the Associate
General Counsel for Litigation and Administrative Practice, Securities and
Exchange Commission, 450 5th Street, N.W., Mail Stop 2-7, Washington, D.C.
20549. The Associate General Counsel may from time to time thereafter
request in writing copies of additional representative items showing EFN's
use. EFN shall provide such items within ten days following such request.
In either case, the Associate General Counsel, or his or her designee,
shall, within twenty days of receipt, review said items to determine if
they comply with the terms and conditions of this Agreement. If the
Associate General Counsel or his or her designee has not objected in
writing within twenty days following receipt of any items provided as
required herein, they shall be deemed approved.
a. EFN acknowledges and agrees that (i) the Mark is a trademark
of the SEC and the SEC holds it out to the public as such; and (ii) the
Mark is registered as a trademark with the U.S. Patent and Trademark Office
(U.S. Registration No. 1,829,234).
b. In using the Mark, standing alone or as incorporated in
EdgarFiling.net, EFN shall clearly indicate that the Mark is federally
registered with the U.S. Patent and
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Trademark Office and that it is the property of the SEC. Such indication of
registration shall be in the form of the c designation, including, where
possible, but at a minimum in conjunction with EFN's initial use of the
Mark within each of its products, services, or promotion materials (e.g.,
on the first or welcome screen of any EFN on-line computer service, on the
cover or first page of any user manual or promotion material, and after the
first reference to the Mark in any advertisement), the following words:
"EDGAR(C) is a federally registered trademark of the U.S.
Securities and Exchange Commission. EdgarFiling.net is not
affiliated with or approved by the U.S. Securities and Exchange
Commission."
C. EFN's use of the Mark shall not be portrayed as an
endorsement or recommendation by the SEC of any of EFN's products or
services.
d. The SEC makes no ownership claim to any of EFN's product
designations, other than as provided in this Agreement.
7. Infringement.
EFN shall notify the SEC of any potential infringement of the Mark of
which EFN is aware.
8. Governing Law.
This Agreement shall be interpreted and implemented in accordance with
the federal common law as interpreted by the U.S. District Court for the
District of Columbia. EFN shall comply with all applicable legal
requirements governing trademark use.
9. Indemnification.
EFN agrees to indemnify and hold the SEC harmless from any and all
claims, damages and attorney's fees arising from the use of the Mark by EFN
in its operations under the Agreement, except to the extent such claims,
damages and fees arose in connection with any act or failure to act by the
SEC.
10. Amendment.
This Agreement may be amended only through a written instrument
executed by a duly authorized representative of each of the parties hereto.
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In witness whereof, the SEC and EFN have executed this Agreement as of the
7th day of May 2000
U.S SECURITIES AND EXCHANGE COMMISSION
By:
/s/RICHARD D. HEROUX
Office of Information Technology
Title:
DATED:
EDGAR FILING.NET, INC.
By:
/s/Thomas M. Chavez
Title: President
CERTIFICATE
Certify that I am the president of EdgarFiling.net, Inc.; that I who signed
this Agreement for the corporation, was then president of the corporation;
and that the Agreement was duly signed for and on behalf of the corporation
by authority of its board of directors and within the scope of its
corporate powers.
Witness my hand and the seal of the corporation this 7th day of MAY 2000.
/s/Thomas M. Chavez
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