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FORM OF INTELLECTUAL PROPERTY LICENSE AGREEMENT

FORM OF INTELLECTUAL PROPERTY LICENSE AGREEMENT

This BRAND LICENSE AGREEMENT (this “Agreement”) is entered into as of April 26, 2024 (the “Effective Date”) by and between the TWGGA Foundation (“Licensor”) and (the “Licensee”).

RECITALS

WHEREAS, Licensor is the owner of the name and mark (“Texas Wine, Texas Bold”) and other intellectual property and proprietary materials that together constitute the brand image by which Licensor is known to the public. Licensor’s intellectual property and proprietary materials, include, but are not limited to: Licensor’s product names, service marks, tag lines and descriptors, domain names, designs, typography, color palettes, and copyrightable works, including but not limited to content of its internet sites, stationery, signage, promotional items, advertising and marketing materials, events, awards, press releases, presentations, photographs, videos, forms, and electronic media as it relates to Licensor and its Affiliates (the name and mark “Texas Wine, Texas Bold” and the other intellectual property and proprietary materials which together constitute the brand image and language by which Licensor is known to the public are herein collectively referred to as the “IP Rights”); and

WHEREAS, the Licensee wishes to obtain a non-exclusive license to use the IP Rights, and Licensor is willing to grant to Licensee a non-exclusive license to use the IP Rights, including, without limitation, the Marks for such purpose, provided that the Licensee agrees to with the terms and conditions of this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1. LICENSE GRANT TO IP RIGHTS

Licensor’s Grant to Licensee. To the extent Licensor owns or controls such rights, Licensor grants to Licensee during the Term of this Agreement a non-exclusive license to use the IP Rights, including, without limitation, the Marks, each only in connection with the promotion of Licensee’s relationship with Licensor in connection with advertising or promoting Licensee’s products and services.
Consideration for Licenses. For the promises received and given and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Licensor grants to Licensee the licenses and rights to the IP Rights and Marks as provided in this Section I. The License shall be considered fully-paid and there shall be no royalty or other fee due for the license granted to the Licensee herein during the period this Agreement is in effect.

2. QUALITY CONTROL

In General. Licensor and its Representatives shall have the right to oversee the use of the IP Rights by Licensee.
Licensor’s Policies and Standards. Licensee acknowledges that Licensor has provided, or will make available, to Licensee certain policies and standards necessary for the preservation of the goodwill and reputation associated with the Marks and the value associated with the IP Rights. (See Appendix A, “Texas Wine, Texas Bold” Brand Specifications). For the purposes of this Agreement, the relevant policies and standards as contained in the Brand Specifications, together with any subsequent policies and standards adopted or amended in accordance with this Section IV (B) are collectively referred to hereinafter as the “Policies & Standards”. Furthermore, Licensee acknowledges that Licensor shall have the right from time to time in its reasonable discretion, to adopt new Policies & Standards or amend any existing Policies & Standards, which Licensee shall follow and adhere to in exercise of rights in the IP Rights hereunder.
Licensee’s Compliance with Policies & Standards. The Licensee shall at all times during the Term of this Agreement comply with, and shall cause each of its Controlled Affiliates as well as any agents, contractors or consultants to comply with the Policies & Standards.

Licensor and Licensee acknowledge and agree that Licensee shall be responsible for any violation of or failure to comply with the Policies & Standards by any employee, manager, executive, director, contractor or other agent of Licensee.

Modifications to IP Rights. Except as set forth in the Policies & Standards, Licensee shall not make or use any modification to any of the IP Rights without the prior express written approval of Licensor, which approval may not be unreasonably delayed or withheld.
Limitations on Licensee’s Use. Licensee will use the Marks and other IP Rights solely in connection with the promotion of Licensee’s relationship with Licensor, in Licensee’s websites, advertising, promotional and other materials relating to Licensee’s products and services.

TERMINATION

This Agreement can be terminated at any time by the Licensor if it is determined in its capacity to oversee use of the IP Rights that the Licensee has failed to comply with the Policies and Standards.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of the date first written above.

APPENDIX A

Brand Specifications

The “Texas Wine, Texas Bold” mark and name shall only be used in association with the proprietary materials associated with it, as part of its the brand image.

The proprietary materials (images, videos, tag lines, descriptors, and marketing materials) shall only be used in the promotion of Texas wine.

The proprietary materials shall not be modified by the Licensee except with the explicit written permission of the TWGGA Foundation.

The Licensee will observe the marketing calendar set for the release of the proprietary materials.

The grant of IP Rights is only to the Licensee and cannot be extended to an external entity except with the explicit written permission of the TWGGA Foundation.

The mark and name, as well as the proprietary materials, shall not be used in association with other marketing materials except the mark and name of the License.

The mark and name, as well as the proprietary materials shall always displayed in a way that they are prominent and not eclipsed by other marketing material.

When used in the public marketplace, which includes, but is not limited to retail stores, chains and restaurants, the mark, name and proprietary materials shall be used to the benefit of the whole Texas wine industry and not just the Licensee’s brand(s). To this end the Licensee’s brand(s) shall not appear on the proprietary materials used in the public marketplace.

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Signed by Glena Yates
Signed On: August 4, 2022

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February 24, 2021 12:01 pm CDT

FORM OF INTELLECTUAL PROPERTY LICENSE AGREEMENT Uploaded by Glena Yates - office@twgga.org IP 70.121.87.129