Trademark and Service Mark License
TRADEMARK AND SERVICE MARK LICENSE
This Trademark and Service Mark License Agreement (the "Agreement"), dated September 15, 2025 ("Effective Date"), is by and between FARMERS INSURANCE EXCHANGE, a California interinsurance exchange having its principal place of business at 6301 Owensmouth Avenue, Woodland Hills, California 91367 (hereinafter referred to as "FARMERS") and [COMPANY NAME] (Company) having its principal place of business at [COMPANY ADDRESS] (hereinafter referred to as "LICENSEE"). FARMERS and LICENSEE shall collectively be referred to as the "Parties".
RECITALS
WHEREAS, LICENSEE desires to obtain a license from FARMERS and wishes to use the common law, state and federally registered trademarks and/or service marks of FARMERS specifically identified in Exhibit "A" attached hereto and incorporated herein by reference (collectively and individually the "MARK(S)") in connection with the use of the MARKS in approved marketing and promotional materials and approved products (hereinafter the "Products") for Farmers Insurance agent, [AGENT NAME] ("Agent"), only, and FARMERS desires to grant LICENSEE a limited, non-exclusive, non-transferable right and license to use the MARKS in connection with such Products and subject to the terms and conditions set forth herein.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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TERM
Unless terminated earlier pursuant to Paragraph 6, this Agreement shall continue in full force and effect for one (1) year from the Effective Date (the "Term").
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GRANT OF LICENSE
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FARMERS hereby grants to LICENSEE a limited, non-exclusive, non-transferable right and license to use the MARKS in connection with the pre-approved Products solely for Agent's use, and for no other materials, products or services. LICENSEE shall not have the right to grant, sublicense, assign, convey or transfer the rights granted herein without the prior express written consent of FARMERS. The geographic territory of the license granted is restricted to the United States only (the "Territory").
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LICENSEE shall not use, modify or alter any of the MARKS except as expressly permitted and agreed upon in writing by FARMERS under the terms and conditions of this Agreement.
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LICENSEE agrees that the license or use of the MARKS shall not create any interest or right, express or implied, in the MARKS except for those as set forth in this Agreement. LICENSEE shall not use or permit the use of the MARKS in any manner that would tend to devalue, injure, damage or dilute the goodwill or reputation of FARMERS or any MARK, or that could jeopardize FARMERS' rights in any MARK.
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OWNERSHIP OF THE MARKS
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All uses of the MARKS by LICENSEE, whether or not authorized by this Agreement, shall inure only to the benefit of FARMERS. LICENSEE agrees to assign and does hereby assign to FARMERS any and all right, title and interest which it may obtain in the MARKS through any use. LICENSEE acknowledges that FARMERS is the exclusive owner of the MARKS and hereby agrees to do nothing inconsistent with FARMERS' ownership rights.
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LICENSEE will not contest or oppose any application filed by FARMERS for the MARKS or any derivative MARKS.
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Upon reasonable advance notice, LICENSEE will provide FARMERS, free of charge, such records and other evidence, if any, as may be required and available to establish, record or maintain any rights acquired by LICENSEE under this Agreement.
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LICENSEE shall have an affirmative obligation to use its best efforts to maintain the validity of the MARKS.
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USE OF MARKS AND QUALITY CONTROL
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LICENSEE shall in good faith reproduce the MARKS as the same may be modified from time to time by FARMERS in FARMERS' sole and absolute discretion.
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Any use of the MARKS by LICENSEE must be approved by FARMERS prior to any use. LICENSEE must complete FARMERS' "Trademark and Logo Review Form" (attached as Exhibit "B") and submit any proposed use of MARKS including, but not limited to, samples of proposed usage with entire text design, placement, etc., to FARMERS for approval before any use of the MARKS by LICENSEE. Each proposed use, including completed Exhibit B, must be submitted to FARMERS via email to support@farmersagp.com.
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Once a specific MARK usage has been approved by FARMERS, it may be re-used for the specified and approved purposes only during the term. If any changes of any kind whatsoever are made to the approved usage, LICENSEE must re-submit to FARMERS for review and approval before MARKS may be used. LICENSEE shall comply with the then current "Trademark and Brand Guidelines" (a copy of the most current version is attached as Exhibit "C"), and LICENSEE'S use of the MARKS shall comply with all applicable local, state and federal laws and regulations.
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FARMERS has the right to supervise and control LICENSEE'S manner of use of the MARKS pursuant to this Agreement. In order for FARMERS to verify compliance by LICENSEE with the terms of this Agreement, LICENSEE shall (i) submit to FARMERS or its agent upon request from FARMERS or its agent from time to time, copies of all available advertising, marketing or promotional materials used in connection with the MARKS; (ii) allow FARMERS and/or its agents to inspect materials, books, products, and records bearing the MARKS; and (iii) provide FARMERS or its agent with such information reports as FARMERS may reasonably require to monitor the compliance by LICENSEE.
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ADDITIONAL LICENSES; ROYALTY FEES AFTER TENTH LICENSE
The license granted to LICENSEE hereunder is only for the use of the MARKS on Products made for Agent. If LICENSEE desires to use the MARKS on Products for other Farmers Insurance agents, LICENSEE must enter into separate Trademark and Service Mark License agreements for each such FARMERS agent. FARMERS shall not charge LICENSEE any royalties so long as the total number of licenses granted to LICENSEE has not exceeded ten (10) licenses. In the event that LICENSEE desires to enter into an eleventh (11th) license, LICENSEE must enter into a new Trademark and Service Mark License agreement (the "New License Agreement") with FARMERS covering all existing and future licenses. The New License Agreement shall require LICENSEE to pay royalty fees to FARMERS on all FARMERS-branded Products equal to five percent (5%) of LICENSEE's gross sales from such Products. The royalty fees shall apply to Products made for FARMERS agents after the execution of the New License Agreement. Upon the execution of the New License Agreement, this Agreement shall automatically terminate.
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TERMINATION and/or BREACH OF AGREEMENT
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FARMERS may terminate this Agreement at any time upon written notice to LICENSEE.
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Upon termination or expiration of this Agreement, LICENSEE shall immediately discontinue and cease use of the MARKS and destroy any and all materials, merchandise and/or products containing the MARKS in LICENSEE'S possession, custody and/or control. Written evidence or otherwise proof of destruction of any and all such materials, merchandise and/or products upon termination or expiration shall be provided by LICENSEE to FARMERS within five (5) days of termination or expiration of this Agreement.
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INDEMNIFICATION
LICENSEE, at its own expense, shall defend and indemnify, and save and hold harmless FARMERS from and against any and all liabilities, claims, causes of action, suits, damages, including without limitation, suits for personal injury or death of third parties, and expenses, including reasonable attorneys' fees and expenses, for which FARMERS becomes liable, or may incur or be compelled to pay by reason of LICENSEE'S activities or breach of the terms of this Agreement, including, but not limited to, claims of infringement of any intellectual property right or product liability suits by direct or indirect customers, suppliers or vendors of LICENSEE.
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LEGAL ACTIONS
LICENSEE agrees to cooperate with and assist FARMERS in protecting and defending the MARKS, and shall promptly notify FARMERS of any infringements, claims or actions by others in derogation of the MARKS; provided, however, that FARMERS shall have the sole right to determine whether any action shall be taken on account of such infringement, claims or actions. LICENSEE shall not take any action on account of any such infringement, claim or action without FARMERS' prior written consent. In the event FARMERS gives its consent for LICENSEE to take action on account of any such infringement, claim or action, LICENSEE will bear all costs and expenses related thereto.
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CONFIDENTIALITY
Except as may be required by a court of law, the Parties hereby agree to maintain in confidence the terms and conditions and all creative concepts and elements related thereto of this Agreement and any other confidential information ("Confidential Information") obtained hereunder, except to their respective accountants, lawyers and other similar consultants, who shall keep such information in confidence. This section on Confidentiality shall remain in full force and effect after the termination or expiration of this Agreement.
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GENERAL PROVISIONS
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Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of California. The Parties consent to jurisdiction (regarding any disputes arising hereunder), subject to proper service of process, in Los Angeles County in the State of California.
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Notices. Whenever any Party desires or is required to give any notice, demand, or request with respect to this Agreement, each such communication shall be in writing and shall be effective only if it is delivered by overnight messenger services (with confirmed receipt), addressed as set forth in the preamble above, or at any other addresses that each Party shall provide to the other in writing.
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Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relative thereto. The provisions of the Agreement shall be modified only by an agreement in writing signed by both Parties hereto.
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No Waiver. The failure of any Party to enforce any of the provisions of the Agreement shall not be construed to be a waiver of the right of such Party thereafter to enforce such provisions.
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Assignment. This Agreement may be assigned by FARMERS but shall not be assignable or transferable by LICENSEE without the prior written consent of FARMERS, and any attempted assignment or transfer by LICENSEE without the prior written consent of FARMERS shall be void and shall constitute a material breach of the obligations of LICENSEE hereunder.
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Binding on Successors. This Agreement shall be binding upon the Parties, their affiliates, agents, successors and assigns.
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Severability. In the event of any provision of this Agreement is invalid or unenforceable or is prohibited by law, the remaining provisions of this Agreement shall remain in full force and effect, and the remainder of the Agreement shall be valid and binding as though such invalid, unenforceable, or prohibited provision were not included herein.
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Attorneys' Fees. If any legal action or any arbitration or other proceeding is brought by FARMERS for the enforcement of the Agreement, or because of an alleged dispute, breach, default, or misrepresentation by LICENSEE in connection with any of the provisions of this Agreement, FARMERS, if the successful and/or prevailing party, shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, including expert witness fees, in addition to any other relief to which it may be entitled.
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Equitable Relief. LICENSEE acknowledges that any breach or violation of the terms of this Agreement will result in immediate and irreparable damage to FARMERS and that there would be no adequate remedy at law for LICENSEE's failure to comply with the terms of this Agreement. LICENSEE acknowledges that FARMERS is entitled to equitable relief, including a preliminary and/or permanent injunction, and such other relief as a court with jurisdiction may deem proper, to prohibit any further or continuing breach or failure to comply with the terms of this Agreement.
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Headings. The paragraph headings herein are for convenience only and shall not be interpreted to limit or affect in any way the meaning of the language contained herein.
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No Endorsement. FARMERS' approval of creative executions submitted to FARMERS for review does not constitute an endorsement by FARMERS of LICENSEE or any of its materials, products or services.
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Independent Contractor. The relationship of LICENSEE to FARMERS is that of an independent contractor and neither LICENSEE nor its agents or employees shall be considered employees or agents of FARMERS. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture or grant of a franchise between FARMERS and LICENSEE. LICENSEE shall not have the right to bind FARMERS to any obligations to third parties.
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Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one Agreement, and any Party hereto may execute this Agreement by signing any such counterpart. The authorized attachment of counterpart signature pages shall constitute execution by the Parties.
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Amendment. No provision of this Agreement or any document or instrument relating to the Agreement, if any, may be amended, modified, supplemented, or changed unless the Parties hereto consent thereto in writing.
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Survival. All representations, warranties, indemnification and confidentiality provisions herein contained shall survive the termination or expiration of this Agreement hereunder including, but not limited to, Sections 3, 4, 6b, 7, 8, 9 and 10.
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IN WITNESS WHEREOF, the Parties hereto, being authorized to sign on behalf of the entity for which they are signing and with full authority to bind such entity by that signature, have caused this Agreement to be executed as of the date first set forth above.