xxx.txt

TRADEMARK AND DOMAIN NAME AGREEMENT 

This agreement (the “Agreement”) is by and between ____________________________ 

 
 
(“Party”) and Eclipse Foundation, Inc. (“Eclipse”) and is effective as of [______] [_____],  
201[__] (the “Effective Date”). 
 

WHEREAS, Party is the owner of certain trademarks identified in Exhibit A (the 

“Trademarks”) and of certain domain names identified in Exhibit A (the “Domain Names”); 

 
WHEREAS, Party is desirous of Eclipse to initiate a project or working group with a 

name based on the Trademark (the “Project Initiation”); 

 
WHEREAS, to accommodate the Project Initiation, Party desires to transfer all of Party’s 

rights, title and interest in and to the Trademarks to Eclipse and to thereafter have certain 
continuing usage rights of the Trademarks; 

 
WHEREAS, to accommodate the Project Initiation, the Parties may mutually agree to 
have any related Domain Names initially redirect to a URL designated by Eclipse and that the 
Domain Names are subsequently transferred to Eclipse; 

 
In consideration of the foregoing and for other good and valuable consideration, the 

receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 

 
1. 

Trademark Assignment.  Party irrevocably assigns, grants and transfers to 

Eclipse, all of Party’s right, title, and interest in and to the Trademarks, including all common 
law rights, and any trademark registrations and applications, along with the goodwill of the 
business symbolized by use of the Trademarks, and the right to sue third parties for and recover 
damages from future infringement of the Trademarks, the same to be held and enjoyed by 
Eclipse for its own use and enjoyment and the use and enjoyment of its successors, assigns or 
other legal representatives, as fully and entirely as the same would have been held and enjoyed 
by Party if this assignment had not been made (the “Assignment”).   

To the extent that Party is seeking to perfect the ownership of the Trademarks and 

Party’s ownership of the Trademarks has not been perfected by the Effective Date, Party agrees 
to promptly assign ownership of the Trademarks to Eclipse, in accordance with the terms of this 
Agreement, as soon as such ownership has been perfected.  Party further agrees to take all steps 
necessary to promptly expedite any perfection of their ownership in and to the Trademarks.   
Party hereby authorizes the Commissioner of Patents and Trademarks of the United States, and 
any official of any other country empowered to issue trademark registrations, to record this 
Assignment, and to issue or transfer said Trademarks to Eclipse as owner of all right, title and 
interest therein, or otherwise as Eclipse may direct, in accordance with the terms of the 
Assignment. 

2. 

Trademark Usage.  Eclipse hereby confirms that Party shall have all applicable 
rights  to use the Trademarks in accordance with the then current version of the Guidelines for 
Eclipse Logo and Trademarks currently available at: 

 

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http://www.eclipse.org/legal/logo_guidelines.php, as may be amended from time to time  (the 
“Trademark Guidelines”).  

3. 

Domain Names.  Upon the mutual agreement of the Parties, as of the date Eclipse 

formally approves the Project (the “Project Effective Date”), Party shall cause any related 
Domain Names (including all sub-domains and related URLs) to redirect directly to the URLs 
designated by Eclipse with no interstitial content.  Within ten (10) days of the Project Effective 
Date, Party shall transfer to Eclipse Party’s entire right, title and interest to the Domain Names.   

4. 

Execution and Delivery.  Upon Eclipse’s request, Party agrees that it will take 
such actions and execute such documents (including, without limitation, the prompt execution 
and delivery of documents in recordable form or testifying as to any material fact or thing and 
including the transfer of any domain names through appropriate communications with domain 
name registrars) as may be necessary to vest in and secure unto Eclipse the full right, title and 
interest in and to the Trademarks and Domain Names and to protect and enforce the Trademarks. 

5. 

Representations and Warranties.  Party represents and warrants that Party has the 
full right to convey the entire right, title and interest herein assigned, and that Party will not take 
any action, use any trademark or domain name, or execute any instrument or grant or transfer 
any rights, title or interests inconsistent with the rights, title and interests assigned herein. 

6. 

Warranty Disclaimer.  PARTY MAKES NO WARRANTIES, EXPRESS OR 

IMPLIED, TO ANY PERSON OR ENTITY WITH RESPECT TO THE TRADEMARKS OR 
ANY RELATED MATERIALS PROVIDED HEREUNDER, ALL OF WHICH ARE 
PROVIDED "AS IS," AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING 
WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A 
PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. 

7. 

Limitation of Liability.  IN NO EVENT WILL EITHER PARTY BE LIABLE 

FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM 
OR RELATED TO THE USE OF THE TRADEMARKS, EVEN IF ADVISED OF THE 
POSSIBILITY OF SUCH DAMAGES.   

8. 

Miscellaneous. 

a. 

b. 

c. 

Independent Contractors.  The parties hereto are independent contractors 
and are not partners, joint venturers or otherwise affiliated, and neither 
party has any right or authority to bind the other in any way. 

Assignment.  Eclipse may not assign this Agreement or any of its rights or 
obligations under this Agreement without the prior written consent of 
Party. 

Notices.  All notices, requests, demands and other communications 
required or permitted to be given under this Agreement shall be in writing 
and shall be deemed to have been duly given only if personally delivered, 
delivered by a major commercial rapid delivery courier service with 
tracking capabilities, costs prepaid, or mailed by certified or registered 

 

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If to Party: 
 
 

 
 

If to Eclipse: 
 
 
 

 
 
 

 

 

d. 

e. 

f. 

g. 

h. 

mail, return receipt requested, postage prepaid, to a party at the address set 
forth below or such other address as a party last provided to the other by 
written notice: 

 
 
 

 
 
 
 

 

___________________________ 
___________________________ 
___________________________ 

Eclipse Foundation, Inc. 
102 Centrepointe Drive 
Ottawa, Ontario 
Canada, K2G 6B1 

 

 

 

 

Modification and Waiver.  The failure of either party to enforce its rights 
or to require performance by the other party of any term or condition of 
this Agreement shall not be construed as a waiver of such rights or of its 
right to require future performance of that term or condition.  Any 
amendment or modification of this Agreement or any waiver of any 
breach of any term or condition of this Agreement must be in a writing 
signed by both parties in order to be effective and shall not be construed as 
a waiver of any continuing or succeeding breach of such term or 
condition, a waiver of the term or condition itself or a waiver of any right 
under this Agreement. 

Governing Law.  This Agreement shall be governed and interpreted under 
the laws of the State of New York without regard to the conflicts of law 
provisions thereof. 

Headings.  Headings and captions are for convenience of reference only 
and shall not be deemed to interpret, supersede or modify any provisions 
of this Agreement. 

Severability.  In the event that any provision of this Agreement shall be 
determined by a court of competent jurisdiction to be illegal or 
unenforceable, that provision will be limited or eliminated to the minimum 
extent necessary so that this Agreement shall otherwise remain in full 
force and effect and enforceable. 

Entire Agreement.  Upon execution by both parties, this Agreement shall 
constitute the entire agreement between the parties with respect to the 
subject matter hereof and supersedes all discussions, negotiations, 
agreements and past dealings, either oral or written, between or among the 
parties relating to the subject matter hereof. 

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i. 

Non-Exclusive Remedies.  The rights and remedies of a party set forth 
herein are not exclusive, the exercise thereof shall not constitute an 
election of remedies and the aggrieved party shall in all events be entitled 
to seek whatever additional remedies may be available in law or in equity. 

 
Each party represents and warrants that it has full right, power and authority to enter into this 
Agreement and perform all of its obligations hereunder. 
 
IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be executed by 
their authorized representatives. 
 
COMPANY NAME:  ____________________  
 
Dated: _________________________ 
 
                                                                                       Name: __________________________ 
 
                                                                                         Title: __________________________ 
 
 
ECLIPSE FOUNDATION, INC. 
 
Dated: __________________________ 
 
                                                                                        Name: __________________________ 
 
                                                                                          Title: __________________________ 
 

 Signature: __________________________ 

 Signature: __________________________ 

 

 

 

 

 

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Exhibit A 

1. 

Trademarks: 

Registered 

Mark 

Serial No. 

Filing Date 

Reg. No. 

Jurisdiction 
of 
Registration 

Reg. Date. 

 
 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 

 

Unregistered 

[List all trademarks] 

 

 

 

 

 

2. 

Domain Names: 

[List Domain Names to be transferred (if any)] 

 

 
 
 
 
 
 
 

 

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