TRADE MARK LICENCE AGREEMENT

This Agreement sets out the terms on which ………………….

(“Licensee”) are individually entitled to use the “Appleton” trade
mark set out in the Schedule to this Agreement (“Trade Mark”) that
is owned by APPLETON KINDERGARTEN NGONG LIMITED
(“Licensor”).

You may only use the Trade Mark if you have read, understood and agreed, by
execution, to the
terms of this Agreement.
Business, on the terms and conditions set
1. DEFINITIONS AND out in this Agreement.
INTERPRETATION 2.2 No sublicensing: The Licensee may not
1.1 Definitions: In this Agreement, the grant sub licences of the rights granted to
following words will have the following the Licensee under clause 2.1.
meanings:
“Agreement” means this agreement
including the Schedule;
“Business” means the Licensee’s
business of a Kindergarten and
Nursery School which the Licensee
has been permitted to provide under
the Laws of Kenya;
“Business Day” means a day,
excluding Saturdays, Sundays,
statutory public holidays or any day in
the period commencing 24 December
and ending on 2 January;
“Territory” means the Ngong area
within Nairobi City County in the
Republic of Kenya; and
“Trade Mark” means the trade mark
(together with the application for that
trade mark) set out in the Schedule.
1.2 Interpretation: In this Agreement:
(a) headings are used for convenience
only and will not affect its
interpretation;
(b) references to the singular include
the plural and vice versa;
(c) references to the Licensor or the
Licensee include their successors,
executors, administrators and
permitted assignees (as the case
may be);
(d) references to clauses and the
Schedule are to those clauses
and the Schedule in this
Agreement; and
(e) where a word or phrase is
defined, its other grammatical
forms have a corresponding
meaning.
2. GRANT OF LICENCE
2.1 Grant: The Licensor hereby grants to
the Licensee the nonexclusive, royalty-
free right to use the Trade Mark in the
Territory solely in connection with the
 or confusingly similar to the
2.3 Ownership: The Licensee Trade Mark;
acknowledges and agrees that: (iii) contest or challenge in any
(a) the ownership of all rights and legal proceedings or
interests in and to the Trade Mark otherwise, the Licensor’s
(including all copyright in the ownership of the Trade Mark
Trade Mark or any other device or in the Territory;
stylization customarily used in (iv) contest or challenge in any
association with the Trade Mark, legal proceedings or otherwise,
in all forms in which they have any registration or application
been used) is vested in and will for registration of any trade
accrue to the Licensor only; mark by the Licensor in the
(b) the Licensee will not, by virtue of Territory that is either identical
this Agreement, obtain or claim or confusingly similar to the
any right, title or interest in or to Trade Mark; or
the Trade Mark except the rights (v) in any way dispute the validity
of use as are specifically set out in of the Trade Mark in the
this Agreement; and Territory.
(c) the Licensee may not, at any time 2.4 Goodwill: All reputation and common law
before or after the termination of rights arising from the use of the Trade
this Agreement, directly or Mark by the Licensee will be owned by the
indirectly: Licensor. To the extent that such
(i) seek in its own name, or reputation and common law rights may not
allow any third party to seek be owned by the Licensor, this clause 2.4
in its name, to register or will operate as an assignment of such
otherwise protect anywhere rights to the Licensor.
in the world any trade mark 3. TERM
identical or confusingly
similar to the Trade Mark; 3.1 This Agreement will commence on the
date of signing of this Agreement and
(ii) adopt or use any trade mark, will continue in full force and effect
symbol or device that without limit of period, unless
incorporates or is deceptively terminated in accordance with clause 7.

Licensor………………………Date…………………..
Licensee…………………….Date……………………..

Trade Mark License Agreement 1

4. USE OF THE TRADE MARK 5. REGISTRATION AND
INFRINGEMENT
4.1 Use: The Licensee will observe all
reasonable directions, guidelines, 5.1 Registration:
recommendations and requirements
given or specified by the Licensor from (a) The Licensor will pay all renewal
time to time as to the form and fees for any registration of the Trade
Mark in the Territory falling due
appearance of the Trade Mark,
during the term of this Agreement.
including as to the colours and size of
representation of the Trade Mark.
4.2 Restriction:
(a) The Licensee will make use of the
Trade Mark only for the purposes
authorised in this Agreement and, in
particular, will not use the Trade
Mark in any way that would tend to
allow it to become generic, lose its
distinctiveness, become liable to
mislead the public, or be materially
detrimental to or inconsistent with
the good name, goodwill, reputation
and image of the Licensor.
(b) For the avoidance of doubt, the
Licensee may not use the Trade
Mark other than in connection with
the Business.
4.3 Marking: Whenever the Licensee uses
the Trade Mark, such use must be
accompanied by wording and clear
marking by use of the TM symbol to show
that it is a trade mark used by the
Licensee with the permission of the
Licensor. The terms of such wording and
its placing will be as reasonably
requested by the Licensor.
4.4 No use in name: The Licensee may not
at any time without the prior written
consent of the Licensor:
(a) use the Trade Mark as part of any
corporate, business or trading
name of the Licensee;
(b) register any company name or
domain name that incorporates the
Trade Mark or any confusingly
similar mark;
(c) use the Trade Mark in such a manner
that suggests that any company or
entity associated with the Licensee is
licensed to use the Trade Mark. In
particular, if the Trade Mark is used in
any promotional materials or other
documentation (either in written or
electronic form) of a company or
entity associated with the Licensee,
the Trade Mark must be accompanied
by clear wording attributing the right
to use the Trade Mark to the Licensee;
or

(d) use the Trade Mark accompanied by

other trade marks or words unless
the Trade Mark is sufficiently
distinguished from the surrounding
and adjacent text.
 (b) Nothing in this Agreement will decides in its sole discretion not to
imply any obligation on the part of do so, and the Licensee will not be
the Licensor to register or otherwise entitled to bring or defend any
maintain in force any registration of such proceedings regardless of
the Trade Mark in the Territory. any such decisions.

5.2 Notification of infringement: If the 5.4 Licensee to cooperate: The Licensee

Licensee learns of any: will at the request and expense of the
Licensor give full co operation to the
(a) infringement or threatened Licensor (including the provision of
infringement or passing off of documentation and making relevant
the Trade Mark;
people available) in any action, claim or
(b) action detrimental to the Trade proceedings brought or threatened in
Mark; or respect of the Trade Mark.

(c) third party claim or threatened 5.5 Licensor entitled to retain damages:
claim that any registration of the In any infringement proceedings
Trade Mark is invalid or use of the relating to the Trade Mark that are
Trade Mark is liable to cause brought by the Licensor, the Licensor
deception or confusion to the public, will be entitled to retain any damages
awarded in respect of such matter.
the Licensee will immediately notify
the Licensor giving full particulars of 6. INDEMNITY AND WARRANTIES
such circumstances and the Licensee
will make no comment or admission to 6.1 Indemnity: The Licensee will indemnify
any third party in respect of such the Licensor from and against any and all
circumstances. liabilities, losses, damages, costs and
expenses awarded against, incurred or
suffered by the Licensor arising out of or
5.3 Conduct of proceedings: resulting from the nonperformance or
(a) The Licensor will have full control breach by the Licensee of any of its
over all proceedings relating to the obligations under this Agreement.
Trade Mark and will in its sole
6.2 Warranties: The Licensor makes no
discretion decide what action
warranty, representation or undertaking
(including litigation, arbitration or
in respect of the Trade Mark. In
settlement) if any to take in respect
particular, the Licensee acknowledges
of any matter specified in clauses
that the Licensor gives no warranties in
5.2(a) to (c).
relation to the subject matter of this
(b) The Licensor will not be obliged to Agreement, either express or implied,
bring or defend any proceedings including but not limited to any implied
for infringement or otherwise in warranties relating to quality, fitness for
relation to the Trade Mark if it any particular purpose or ability to
achieve a particular result.

Licensor…………………….Date…………………….. Licensee……………………
Date……………………..

Trade Mark License Agreement 2

7. TERMINATION Licensee will not later than one week
from the date of termination remove or
7.1 Termination on breach: Without obliterate the Trade Mark from all and
prejudice to any other right or remedy any materials used in connection with
it may have, the Licensor may the Business that are in the possession
immediately terminate this Agreement or control of the Licensee.
at any time by giving to the Licensee
notice in writing if: 7.3 Survival of provisions: Upon
termination of this Agreement for any
(a) the Licensee is in material breach reason, the provisions of clauses
of this Agreement and, in the case 2.3, 2.4, 6.1, 6.2, 7.2 to 7.4 and 8.1 to 8.6
of a material breach capable of will remain in full force and effect.
remedy within 20 Business Days,
the material breach is not remedied 7.4 Accrued rights: Termination of this
within 20 Business Days of the Agreement will be without prejudice to
Licensee receiving notice specifying the rights and remedies of the Licensor
the material breach and requiring and the Licensee that have accrued
its remedy; prior to termination, including for any
prior breach of this Agreement.
(b) the Licensee challenges the
validity, enforceability or ownership 8. GENERAL
of the Trade Mark, whether or not
by legal proceedings; 8.1 Variations: No amendment, variation or
modification to this Agreement will be
(c) the Licensee ceases or threatens to effective unless it is in writing and has
cease to carry on all or substantially been signed by duly authorised
all of its business or operations, is representatives of both the Licensor and
declared or becomes bankrupt or the Licensee.
insolvent, is unable to pay its debts
8.2 Assignment: The Licensee may not sell,
as they fall due, enters into a general
assign, transfer, novate, sublicense, sub-
assignment of its indebtedness or a
contract, charge, pledge or otherwise
scheme of arrangement or
encumber this Agreement, or any of its
composition with its creditors, or rights or obligations under this
takes or suffers any similar or Agreement.
analogous action in consequence of
debt; 8.3 Waiver: No failure or delay by either the
Licensor or the Licensee to exercise any
(d) a trustee, manager, administrator, right or remedy under this Agreement
administrative receiver, receiver, will be treated as a waiver of such right
inspector under any legislation or or remedy. No single or partial exercise
similar officer is appointed in of any right or remedy will prevent the
respect of the whole or any part of further exercise of such right or remedy.
the Licensee’s assets or business;
8.4 Entire agreement: This Agreement
(e) an order is made or a resolution is contains the whole of the contract and
passed for the liquidation of the
understanding between the Licensor and
Licensee (other than voluntarily for
the Licensee relating to the matters
the purpose of a solvent
covered by it. This Agreement
amalgamation or reconstruction); or
supersedes all prior representations,
(f) the Licensee ceases to be a agreements, statements and
Company under the Companies Act understandings between the Licensor
or a Business under the Registration and the Licensee relating to those
of Business Names Act. matters, whether verbal or in writing.

7.2 Consequences of termination: In the 8.5 Governing law: Kenyan law governs the
event of termination or expiry of this formation, validity, construction and
Agreement for any reason the Licensee will performance of this Agreement. This
immediately cease using the Trade Mark in Agreement is subject to the exclusive
any way, shape or form and will no longer jurisdiction of the Kenyan courts, and
be licensed to use or otherwise exploit the the Licensor and the Licensee submit to
Trade Mark in any way, either directly or that jurisdiction.
indirectly. In particular, the
Licensor…………………………Date…………………….
Licensee…………………………..Date……………………..

Trade Mark License Agreement 3

 SCHEDULE

TRADE MARK

Country Number Mark Classes Date Filed

Licensor………………………….Date……………………….. Licensee……………………
Date……………………

Trade Mark License Agreement 4