Copyright licensing agreement on rights of use

between Hansgrohe SE (hereinafter referred to as the "licensor") and a trading partner (hereinafter referred to as the "licensee").

The licensor owns the copyrights or an exclusive licence to the copyrights to photos and pictures showing the licensor's products and to any other applications which are part of the licensor's web pages and other marketing materials (hereinafter referred to as "the rights of use").

The licensor also owns the trademark rights to the licensor's products; however, this contract does not concern any trademark licence and no part of this contract shall constitute valid grounds for a trademark licence agreement.

Furthermore, the subject matter of this contract shall not constitute valid grounds for a sales relationship.

The licensee wants to sell the licensor's products using photos, pictures or other applications which are subject to the rights of use. The licensee is free to determine the sales prices and sales conditions for the licensor's products.

The licensee wants to utilise the rights of use under a licence. The licensor is willing to grant such a licence according to the provisions of this contract. However, the licensor only grants the rights of use if such a contract is concluded.

This having been stated, the parties agree to the following:

  1. The licensor hereby grants the licensee a revocable, non-transferable and non-exclusive licence to utilise the rights of use for the sole purpose of marketing and selling the licensor's products.
  2. The licensee is entitled to use the items/materials which are subject to the rights of use and which are provided to him in the course of normal business transactions. However, the licensee has no entitlement to the provision or the delivery of such items or materials from the licensor.
  3. The licensee must not misuse this licence or any material subject to the rights of use.
  4. The licensee is not entitled to incorporate the rights of use or any material subject to the rights of use in the licensee's own firm or trade name or to utilise them as a business name.
  5. The licensee is not entitled to grant sub-licences.
  6. At no time is the licensee entitled to utilise or apply the rights of use beyond the purpose of this contract. The licensee shall not take any measures which could contravene the content or purpose of this contract. Furthermore, the licensee shall refrain from any act which could reasonably be expected to have a negative impact on the value, validity or enforceability of a licensed right of use or on the licensor's ownership of such a right.
  7. In particular, the licensee shall respect the type and duration of use granted for individual photos.
  8. No licence fees shall be charged.
  9. The licensee hereby accepts that the licensor is the sole owner of the rights of use in the licensee‑licensor relationship, that these rights always are and will remain the sole and exclusive property of the licensor and that, with the exception of the licence granted herein, the licensee does not acquire any further rights or entitlements to the rights of use on the grounds of this contract. The licensee shall not challenge the licensor's ownership of the rights of use.
  10. Upon termination or expiry of this contract all rights of use granted to the licensee shall expire automatically. The same shall apply upon expiry of the duration of use granted for pictures. The licensee shall immediately stop utilising the rights of use as well as the materials subject to the rights of use.
  11. The licensor does not guarantee the legal validity of the rights of use and accepts no liability whatsoever in the event that the utilisation of the rights of use infringe on the rights of third parties.
  12. The licensee agrees to indemnify and hold harmless the licensor from and against all and any claims, law suits, losses, damages and expenses (including, but not limited to, court costs and lawyers' fees) which are based on the licensee's actions in relation to or on grounds of this contract.
  13. The licensee shall immediately notify the licensor in writing if he is informed that the licensor's rights of use are infringed on or challenged in any way. The licensor has the exclusive right, but is not obliged to, take actions of defence or institute legal proceedings against infringing parties.
  14. The duration of this contract is indefinite. Either party has the right to terminate this contract in writing subject to a notice period of three months.
  15. This contract shall not constitute valid grounds for an agency agreement between the parties.
  16. Without written permission of the licensor, neither this contract nor any rights or obligations resulting from this contract may be assigned or transferred. Any attempt on the part of the licensee to assign or transfer this contract or any rights or obligations resulting from this contract entitles the licensor to terminate this contract with immediate effect.
  17. This contract is subject to the laws of the Federal Republic of Germany. Hereby, the parties shall irrevocably abide by – to the extent permissible – the non-exclusive jurisdiction of the Offenburg courts.
  18. This contract contains all agreements between the two parties with respect to the subject matter of the contract. It terminates and replaces all previous agreements with respect to the subject matter of the contract that may exist between the two parties.
  19. Any provisions of this contract, including this clause, can only be waived by an explicit, written agreement signed by both parties. The same shall apply for an amendment of the contract.
  20. All provisions of this contract are considered to be independent and separable provisions. Should any provision of this contract be declared ineffective or unenforceable, the parties agree to replace this provision by an effective and enforceable provision which most closely reflects the intended business agreement.

Hansgrohe SE (03/2010)

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