Licence Agreement

U-Multirank

Licence Agreement

Licence Agreement n. [REC NUMBER]

The European Union, hereinafter referred to as "the EU", represented by the European Commission, represented for the purpose of signing this Agreement by……………………, Director-General of ………………….(hereinafter referred to as “the Licensor")
on the one part, and
NAME, having its seat in CITY, ADDRESS, (hereinafter referred to as "the Licensee"), represented for the purpose of signing this Agreement by its POSITION, NAME, duly entitled to sign
on the other part,

Whereas,

The European Union is the owner of the "U-Multirank" trademark and it is therefore the legitimate right holder of trademark registrations and applications for the trademark;

The present agreement thus outlines and specifies the modalities for a trademark right licence pertaining to the Trademark;

NOW, it is hereto agreed as follows:

1. Definitions

.1.The under mentioned terms printed with an initial capital lettershall have herein the following meanings unless the context otherwise requires:

"Agreement" shall mean this licence agreement, including all its annexes;

“Enforcing Date” shall mean the date of the last signatureof this Agreement by either Party;

"Intellectual Property rights" shall includeall intellectual propertyrights, in particular - but not limited to - trademarks and designs, know-how, copyright and neighbouring rights;

"Parties" shall mean both parties in this Agreement, namely the Licensor and the Licensee while "Party" shall refer to either of the Parties as the context provides;

"Project Scope"

The overall objective of this call for proposals is to sustain and support U-Multirank, a multi-dimensional information and ranking tool for higher education, to promote its use and identify and implement necessary improvements in its functioning.

The specific objectives are to ensure continued full operation, and further development of, the U-Multirank tool. This includes annual release of a global ranking of higher education institutions, along with discipline-based and theme-based readymade rankings, and exploration of new performance indicators. In addition, work on U-Multirank should aim to optimize data collection through exploitation of national and international data sources and implementation of a network of institutional coordinators. Communication and dissemination measures should be undertaken with the aim of increasing participation levels and raising awareness of the tool and its possibilities. Strategies for continued operation and further development will be ensured through interactions with stakeholders and relevant experts.

U-Multirank will be a component knowledge tool in a planned Knowledge Hub for Higher Education. The purpose of the Knowledge Hub is to better coordinate European knowledge tools in order to develop better evidence and greater transparency about the structures and performance of European higher education systems and institutions. In this respect, the specific objective will be to improve synergies with the European Tertiary Education Register and a Pilot Graduate Tracking Survey, two other component knowledge tools to be developed within the context of the Knowledge Hub, and with other data tools and sources, where relevant.

"Territory" shall mean the national territory where the Licensee is established or will be active in accordance with the U-Multirank grant agreement;

"Trademark" shall mean the registered word mark as shown in Annex A in this Agreement;

2. Licence of rights

.1.Subject to the terms and conditions set forth in this Agreement, the Licensor grants to the Licenseea revocable, royalty-free, non-transferable licence to utilise the Trademark in the Territory in conformity with the Project Scope. In particular the Licensee may:

i.use, print and reproduce;

ii.publish, distribute copies thereof, display, broadcast, transmit and/or communicate to the public by telecommunication, press information services, messages and wire service, electronic and non-electronic publications or any other media now known or later developed;

iii.exploit, commercialise and affix to merchandising products as it sees fit.

3. Licence limitations and Obligations

.1.The Licensee shall neither itself nor allow any third party to:

a.rent, lease, assign or transfer any kind of rights regarding the Trademark or any portions thereof in any form to any third party - any such stipulation in violation hereof being null and void - unless otherwise provided in this Agreement;

b.modify, create,develop and/or use derivations or variations based on any part of, the Trademark;

c.develop or acquire any trademark rights associated with the Trademark and any derivation thereof including, but not limited to, any national, community or international registration of trademarks, trade dress, trade names, service marks, symbols, slogans, emblems, logos, designs or incorporating the Trademark or any part or linguistic translation thereof;

.2.The Licensee shall use its best effort to protect the integrity of the Trademark. In particular, the Licensee shall neither itself nor allow any third party to:

a.combine the Trademark or any part thereof with any other object which might deceive third parties as to the meaning and form of the Trademark;

b.use the Trademark in any manner that expresses or might imply the Licensor's affiliation, sponsorship, endorsement, certification, or approval, for activities falling outside of the Project Scope.

.3.The Licensee may register one (1) domain name bearing the word string "U-Multirank" or linguistic translations or parts thereof only in combination with additional distinctive and pertinent words or numbers of its own. The Licensor shall have the right to compulsorily acquire any right and interest in the Licensee's domain names registered in breach of this clause.

4. Ownership and Reserved rights of the Licensor

.1.The Licensee expressly recognises and acknowledges that the use of the Trademark shall not confer upon the Licensee any Intellectual Property rights or other proprietary rights. The Licensee agrees that no provision in this Agreement – whether express or implied – shall be deemed to affect the ownership and interest of the Licensor in the Trademark which shall remain unaltered.

.2.The Licensor shall reserve the exercise of the rights for the performance of its statutory objectives and in particular - but not limited to - for coordination, promotion and awareness activities concerning the Project Scope.

.3.The Licensor shall have the right to object, by motivated written notice to the Licensee, any use of the Trademark in combination with activities of the Licensee which it considers being inappropriate, offensive or harmful for the image and reputation of the Trademark award or any of the institution or organisations connected to it. In such case the Licensee shall, within twenty (20) working days from the receipt of a written notice from the Licensor, act to remove the cause of such objection by the Licensor.

5. Sublicensing

.1.The Licensee may not sublicense the performance of any of the rights listed under this Agreement.

6. Enforcement of rights

.1.The Parties shall in good faith cooperate to prevent and/or act against infringements of Intellectual Property rightsin the Trademark. In the event a Party becomes aware of any infringement, misuse, or other violation concerning any of the rights in the Trademark, it shall forthwith notify in written the other Party.

.2.The Parties agree that the Licensee shall be herewith duly empowered to act against any third party infringement or other conduct derogating the Licensee's rights and interest in the Trademark at its own expense. However, subject to the Licensee's decision not to act, the Licensor shall, at its own discretion and expense, reserve the right to take any enforcement action to protect its rights and interest, in which case the Licensee undertakes to promptly and fully cooperate with any such effort. Any decision on the measures to be undertaken by the Licensor shall take into consideration, where produced, the argumentations that the Licensee may submit to justify its refusal.

.3.The Parties mayalso agree on a joint action in which case they may jointly appoint an attorney firm as their common representative (the "Common Representative"). The Parties shall consult with each other to decide on the course of action with respect to such action before the Licensor, acting as managing party, sends its instructions to the Common Representative. The costs of a joint action shall, unless otherwise agreed, be equally shared.

.4.Nothing in this Agreement shall be construed as to bar the Licensor from protecting its right to the exclusive use of its trademarks, service marks, names or copyright against infringement thereof by any party or parties, including the Licensee either during the term of this Agreement or thereafter.

7. Warranties and Limitation of Liability

.1.The Licensor represents and warrants that it has the full right and title to license the rights granted herein to the Licensee.

.2.The Licensor undertakes to indemnify, defend and hold harmless the Licensee from and against any claim, demand or action, as well as any costs or expenses, including legal costs relating to legal judgements and proceedings concerning liabilities arising from the Intellectual Property rights pertaining to the Trademark.

.3.Except for the foregoing, the Licensee hereby expressly acknowledges that the Licensor makes no warranties of any kind to the Licensee, whether with respect to the Trademark or otherwise. The Licensor hereby expressly disclaims any warranty obligation, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.

.4.The Licensee warrants that - by means of appropriate written agreements with its employees, agents and/or subcontractors- such persons will be bound to observe the obligations of this Agreement as binding upon themselves.

.5.The Licensee undertakes to indemnify, defend and hold harmless the Licensor from and against any claim, demand, or action, as well as any costs or expenses, including legal costs relating to legal judgements and proceedings concerning liabilities that the Licensor may suffer or incur as a result of the Licensee's breach of any of the terms of this Agreement.

8. Term, Termination and Severability

.1.The present Agreement shall enter into force as of the Enforcing Date and shall be effective for ther term of the grant agreement to which this Agreement is an annex.

.2.The present Agreement shall automatically terminate at the Licensor's sole discretion if the Licensee is in breach of this Agreement or if the grant agreement terminates. This termination shall not relieve the Licensee from its liability with respect to any and all the obligations claimable before the termination date.

.3.If any term, provision, covenant or condition of this Agreement is held or becomes invalid or unenforceable for any reason, the Parties agree to give the remaining provisions the maximum practicable enforceability that the applicable law allows, unless such remaining provisions would frustrate the implementation of the Agreement. In such case, the Parties herewith agree to substitute any provision of the Agreement that is or has become invalid by such a provision that in its contents is the most similar to the provision invalid.

9. Governing Law and Jurisdiction

.1.This Agreement shall be governed by and construed in accordance with the law of the European Union complemented, where necessary, by Belgian law.

.2.Any dispute, controversy or claim arising out of or relating to this Agreement shall be subject to the jurisdiction of the General Court of the European Union.

10. Miscellaneous provisions

.1.The headings of any given sections of this Agreement are solely for convenience or reference, and shall not be construed as having any bearing upon the interpretation or meaning of the provisions of this Agreement.

.2.Annex A shall form integral part of this Agreement.

.3.The Parties hereby represent to be duly authorized and have the capacity to enter into and perform this Agreement.

Done in Brusselsin two originals, each Party admitting to have received oneoriginal.

For the Licensor:
In Brussels,
on [date] ______
______
xxxx
Director General of ………..
Annex A: copy of the trademark / For the Licensee:
In [place] ______,
on [date] ______
______
[Name and function of the representative]