EXHIBIT 10.15
CO-BRANDING AGREEMENT
This Agreement is made this 21st day of January 2003 by and between Lucent
Technologies Inc., a Delaware corporation having a principal place of business
at 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx Xxxxxx 00000 ("Lucent") and mPhase
Technologies Inc., a New Jersey corporation located at 000 Xxxxxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxxx 000000 ("mPhase") (each individually, "a Party" and,
collectively, "the Parties"}.
WHEREAS, mPhase wishes to use the Lucent Technologies name and Logo and the
slogan TECHNOLOGY BY LUCENT TECHNOLOGIES on printed circuit boards, product
packaging and in printed marketing materials ("Approved Uses") in connection
with its multi-access product (the "Goods") and Lucent wishes to permit mPhase
to do so.
NOW THEREFORE, the Parties, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, agree as follows:
1. mPhase may apply only the exact logo shown on Schedule A of this
Agreement (the "Lucent Co-Branding Logo"} in Approved Uses for mPhase's
Goods.
2. mPhase agrees to abide by the guidelines appearing on Schedule B of
this Agreement specifying the dimensions, requirements and
specifications, and the review process related to use of the Lucent
Co-Branding Logo. mPhase understands that these guidelines may be
updated from time to time and agrees to abide by those updates as well
as the guidelines provided herein.
3. In the event that mPhase's use of the Lucent Co-Branding Logo, in the
sole judgment of Lucent, may adversely affect Lucent's rights to the
xxxx shown on Schedule A or the marks and names LUCENT, LUCENT
TECHNOLOGIES or LUCENT INNOVATION RING DESIGN, Lucent may upon written
notification to mPhase, terminate this Agreement.
4. mPhase agrees that it acquires no rights to the Lucent Co-Branding Logo
nor to the marks LUCENT, LUCENT TECHNOLOGIES or LUCENT INNOVATION RING
DESIGN, by its use and that any use of the Lucent Co-Branding Logo by
mPhase inures to the benefit of Lucent.
5. mPhase agrees not to adopt any designation which is confusingly similar
to the Lucent Co-Branding Logo or Lucent's marks LUCENT, LUCENT
TECHNOLOGIES or LUCENT INNOVATION RING DESIGN. Any attempt to do so
shall be a breach of this Agreement and Lucent may terminate this
Agreement without notice in the event of such a breach.
6. This Agreement shall terminate in the event of a significant change in
the management or ownership of mPhase or in the event mPhase is the
subject of any bankruptcy proceedings.
7. Lucent is generally aware of the current quality of mPhase's Goods.
mPhase agrees to maintain the quality of its Goods associated with the
Lucent Co-Branding Logo to a level of quality comparable to the current
quality of their Goods.
8. If Lucent determines that mPhase's Goods are no longer maintained at
the current level of quality, Lucent shall so notify mPhase, in
writing, and Lucent shall have the right to terminate this Agreement.
9. mPhase agrees to allow Lucent to inspect the Approved Uses bearing the
Lucent Co-Branding Logo, to ensure that those uses reviewed and
approved pursuant to the procedure set forth in Schedule B continue to
be in compliance with the terms of this Agreement.
10. In the event that mPhase becomes aware of any unauthorized use of the
Lucent Co-Branding Logo or other Lucent marks by third parties, mPhase
agrees to promptly notify Lucent and to cooperate fully, at Lucent's
expense, in any enforcement of Lucent's rights against such third
parties. Nothing contained in this paragraph shall be construed to
require Lucent to enforce any rights against third parties or to
restrict Lucent's rights to license or consent to such third parties'
use of the Lucent Co-Branding Logo or any other Lucent marks.
11. The Term of this Agreement will commence on the date above, and shall
continue for a term of one (1) year. mPhase shall have the right to
annually renew this agreement for a period of one year upon each annual
expiration with the written consent of Lucent, which written consent
shall not be unreasonably withheld. Either party wishing to terminate
the Agreement must give written notice to the other party at least
thirty (30) days prior to the desired date of termination.
12. Upon termination of this Agreement, mPhase shall immediately cease use
of the Lucent Co-Branding Logo, provided, however, that mPhase shall
have no obligation to remove such Co-Branding Logo from any Goods sold
prior to the date of such termination.
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13. Neither Party shall be liable to the other for special, incidental, or
consequential damages, even if such Party has been advised of the
possibility of such damages.
14. This Agreement shall not be assigned by mPhase without the prior
written consent of Lucent.
15. The validity, construction and performance of this Agreement shall be
governed by the laws of the State of New York.
16. This Agreement, including the Schedules and Addenda hereto, constitutes
the entire Agreement between the Parties concerning the subject matter
hereof and supersedes all proposals, oral or written, all negotiations,
conversations, and/or discussions between the Parties relating to this
Agreement and all past courses of dealing or industry customs.
IN WITNESS WHEREOF, the Parties by their duly authorized representatives, have
executed this Agreement on the respective dates indicated below.
Lucent Technologies Inc. mPhase, Inc.
By: /s/ D. Xxxxxxxx Xxxxxxx By: /s/ Xxx Xxxxxxx
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D. Xxxxxxxx Xxxxxxx Xxx Xxxxxxx
President - Chief Executive Officer
Intellectual Property Business
Date: 1/28/03 Date: 01/21/03
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Schedule A
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Technology
By
[graphic]
Lucent Technologies
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Schedule B
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Co-Branding Guidelines
Control Specifications
o Consistent with our guidelines, 'Xxxx Labs Innovations' from the Lucent Logo
can never appear on co-branded offers.
o The 2-logos of each company can never be combined to form a compositE logo
or suggest the "two company's" are part of one company.
o Our Logo must always maintain a staging of 1/2 the diameter of the Innovation
Ring of clearspace.
o The Lucent Logo may be reproduced in black or with the Innovation Ring in
Lucent Red with black type.
o The Lucent co-branding Art shown in Schedule A above may not be altered in
any way from the form in which it is provided to mPhase by Lucent
Technologies.
o Since our xxxx is prominent, it is important that a form of each new or
initial use of the Lucent Co-Branding Logo be reviewed individually prior to
implementation. Although mPhase may receive Co-branding approval for one
application, it has not been granted 'blanket use' of the Co-Branding Logo or
the Lucent Marks on all other applications.
o Samples of each new or initial use of the Lucent Co-Branding Logo should be
sent to Corporate Identity, Lucent Technologies, Attn: Xxx Xxxx, Xxxx 0X 405,
000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000-0000; and to Lucent Technologies
Inc., Attn: Trademarks & Copyrights, Room 2F 181, 000 Xxxxxxxx Xxxxxx, Xxxxxx
Xxxx, XX 00000-0000 for approval prior to any use of the materials.
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