EXHIBIT 6
TRADEMARK AND TRADE NAME LICENSE AGREEMENT
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THIS TRADEMARK AND TRADE NAME LICENSE AGREEMENT (the "Agreement") is made
as of October 16th, 1995, by and between QMS, INC., a Delaware corporation
("QMS"), and QMS Europe B.V., a corporation organized under the laws of The
Netherlands ("Licensee").
RECITALS:
WHEREAS, QMS is the owner of certain trademarks and trade names (the
"Marks") used in connection with the manufacture and sale of its products (the
"QMS Products"); and
WHEREAS, QMS and Licensee have entered into that certain Master Distributor
Agreement of even date herewith (the "Distributor Agreement"), under which
Licensee will act as a distributor for the QMS Products within the Territory (as
defined herein); and
WHEREAS, Licensee desires to use the Marks in connection with its
distribution of the QMS Products under the Distributor Agreement, and QMS
desires to provide a license for such use under the terms and conditions set
forth herein (the "License").
NOW, THEREFORE, the parties have agreed as follows:
1. Grant of License. QMS hereby grants to Licensee and Licensee's
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subsidiaries an exclusive, royalty-free right to utilize the now or
hereafter existing trademarks, trade names, copyrighted materials, logos,
slogans, designs and distinctive advertising of QMS in connection with the
sale and distribution of the QMS Products by Licensee in the following
territories: Europe (including the United Kingdom), Middle East, Africa,
Australia and New Zealand (the "Territory").
2. Conditions of Grant. The License is subject to the following conditions:
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a. Licensee may only use the Marks for the purpose of advertisement,
promotion and sale of the QMS Products and for no other purposes;
b. Licensee may only use the Marks in the form in which they are used by
QMS and may not alter or modify them or add material to them so as to
diminish their distinctiveness;
c. Licensee will not use the Marks in any manner likely to confuse,
mislead or deceive the public, or to be injurious or inimical to the
best interests of QMS; and
d. Licensee will not allow use of the Marks by its subsidiaries unless
and until they agree in writing to be bound by the terms of this
Agreement.
3. Rights of QMS as Licensor. QMS retains the right to monitor Licensee's
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usage of the Marks and to inspect any advertising or marketing materials
developed by Licensee which
use the Marks, and Licensee may not distribute, display or otherwise
utilize any such materials which QMS determines to be unacceptable.
Licensee agrees that it will not acquire any right or interest in any of
the Marks, whether by use, operation of law, or otherwise.
4. Term and Termination. This Agreement and the License granted hereunder
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shall be effective upon the date hereof, and shall continue in effect until
either of the following shall occur:
a. The Distributor Agreement is terminated by either party for any
reason; or
b. Licensee fails to use the Marks in accordance with the terms of this
Agreement.
5. General Provisions.
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a. All notices, requests, consents or other communication hereunder shall
be in writing and shall be mailed, telecopied or delivered to the
other party and the address shown below (or at such address as may be
specified hereafter in writing by either party hereto to the other
party in accordance with this Section) and will be effective and
deemed received upon the earlier of (i) receipt or (ii) fifteen days
after placed in the mail:
If to QMS:
QMS, Inc.
One Magnum Pass
Post Office Box 81250
Mobile, Alabama USA 00000-0000
Attn: Legal Department
If to Licensee:
Jalak Investments B.V. i.o.
40 QMS Europe B.V.
Reactorweq 160
X.X. Xxx 0000
0000 XX Xxxxxxx
Xxx Xxxxxxxxxxx
Attn: Xxxxx xxx Xxxxxxx
b. This Agreement shall be governed by the laws of the State of Georgia.
c. Regardless of whether a copy of this Agreement is translated into
another language, the official version hereof shall be the English
version, which shall
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prevail in all cases. All correspondence and communication between
the parties shall be in the English language.
d. The License may not be assignable by Licensee without the express
written consent of QMS.
e. This Agreement may only be amended by written agreement by the parties
hereto.
f. This Agreement may be executed in counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
QMS:
QMS, Inc.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President
LICENSEE:
QMS Europe B.V.
By: /s/ P.P. van Schaick
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Name: P.P. van Schaick
Title: J.M.D.
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