This Name License Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date"), by and between:
DARREN STUART OLNEY-FRASER, an individual with an address at 2/51 Spenser Street, St Kilda VIC 3128, Australia ("Licensor"); and
Olney-Fraser (US) LLP, a Delaware limited liability partnership; Olney-Fraser (UK, Europe, Canada) LLP, an England and Wales limited liability partnership; Olney-Fraser (China, Hong Kong) LLP, a Hong Kong registered limited liability partnership; Olney-Fraser (Asia, Aust/NZ, LATAM) LLP, a Singapore limited liability partnership; Olney-Fraser (Middle East, Central Asia, Africa) LLP, a DIFC limited liability partnership (together, the "Regional LLPs"); and Olney-Fraser Management Limited, a company incorporated in the United Kingdom (the "Management Company"),
each a “Licensee” and together the “Licensees.” The Regional LLPs and the Management Company are the entities comprising Olney-Fraser, as described in the Olney-Fraser Global Governance Framework Agreement (the “Governance Framework”). Licensor and each Licensee are each referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Licensor is the founder of Olney-Fraser, a global law firm built through individual partner recruitment and operating through the Regional LLPs and the Management Company;
WHEREAS, Licensor's name, persona, image, and likeness (the “Licensed Name”) and legal career have commercial value;
WHEREAS, each Licensee wishes to use the Licensed Name in connection with the marketing, promotion, and provision of legal services and related products to clients, and in connection with Olney-Fraser's shared branding generally;
WHEREAS, Licensor is willing to grant each Licensee a direct, non-exclusive license to use the Licensed Name on the terms of this Agreement, including for use by each Licensee's own Partners and employees and any wholly-owned subsidiaries operating as licensed entities in the ordinary course of that Licensee's business;
WHEREAS, the Parties intend that a new Regional LLP admitted under the Governance Framework may become a Licensee under this Agreement by executing a joinder, without further negotiation with Licensor, and that a Licensee's rights under this Agreement may terminate individually without affecting the other Licensees;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
1. DEFINITIONS
1.1 Licensed Name. means (a) the names “DARREN OLNEY-FRASER” and “OLNEY-FRASER” and the letters “OF”; (b) the top-level domain name “olneyfraser.com” (and similar domains and domain extensions containing all or part of Licensor's name); (c) any signature, nickname, logo, image, photograph, likeness, or other personal attributes of Licensor; and (d) trademarks, service marks, and trade dress incorporating the foregoing, but excluding the Excluded Marks.
1.2 Excluded Marks. means the letters “DOF” and any logos or domain names containing “DOF.”
1.3 Licensed Services. means (a) the marketing, promotion, advertising, packaging, and provision of an international brand for legal services, and (b) supporting applications, training, products, and technologies provided in support of that brand.
1.4 Territory. means worldwide.
1.5 Gross Revenue. means, with respect to a Licensee, all revenue actually received by that Licensee in connection with the Licensed Services before deductions for returns, credits, taxes, or other expenses, consistent with customary accounting practices in that Licensee's own jurisdiction.
1.6 Aggregate Gross Revenue. means the sum of the Gross Revenue of all Licensees for the relevant period.
1.7 Permitted Subsidiary. means a wholly-owned subsidiary or branch of a Licensee established for local licensing purposes, as described in that Licensee's own partnership agreement or constitutional documents.
2. GRANT OF LICENSE
2.1 Non-Exclusive Grant. Subject to the terms of this Agreement, Licensor grants to each Licensee a separate, non-exclusive, non-transferable license to use the Licensed Name solely in connection with the Licensed Services within the Territory during the Term. Each Licensee's license is granted and held individually; it is not a sub-license from, or dependent on, any other Licensee's license under this Agreement.
2.2 Use by Partners and Employees. A Licensee's Partners and employees may use the Licensed Name in the ordinary course of that Licensee's business without a separate sub-license, provided such use complies with this Agreement and the Management Company's brand guidelines issued under Section 5.1.
2.3 Permitted Subsidiaries. A Licensee may permit a Permitted Subsidiary to use the Licensed Name on the same basis as that Licensee, without Licensor's separate consent, provided the Licensee remains responsible for the Permitted Subsidiary's compliance with this Agreement.
2.4 New Licensees. A new Regional LLP admitted under the Governance Framework becomes a Licensee under this Agreement upon executing a joinder in the form attached as Exhibit A, without requiring a new or amended agreement with Licensor.
2.5 Reservation of Rights. No Licensee acquires any rights in the Licensed Name other than those expressly granted in this Agreement. Licensor retains the right to use, and to license, the Licensed Name to any other party for any purpose in connection with products or services that are not similar to or competitive with the Licensed Services. All rights in the Licensed Name not expressly granted to a Licensee are reserved by Licensor.
3. TERM AND TERMINATION
3.1 Term. This Agreement commences on the Effective Date and continues for twenty-five (25) years (the “Initial Term”), unless earlier terminated as provided herein. This Agreement automatically renews for successive twenty-five (25) year periods unless Licensor or all Licensees acting together provide written notice of non-renewal at least one (1) year before the end of the then-current term.
3.2 Termination for Breach. Licensor may terminate a particular Licensee's rights under this Agreement upon written notice if that Licensee materially breaches this Agreement and fails to cure such breach within ninety (90) days after receiving written notice describing the breach. A Licensee may terminate its own rights under this Agreement upon written notice if Licensor materially breaches this Agreement in a manner affecting that Licensee and fails to cure within ninety (90) days. Termination under this Section 3.2 affects only the Licensee(s) concerned and does not terminate the rights of any other Licensee.
3.3 Termination for Reputational Harm. Licensor may terminate a particular Licensee's rights under this Agreement immediately upon written notice if that Licensee's conduct, or the nature or quality of the Licensed Services it provides, brings Licensor into public disrepute, contempt, scandal, or ridicule, or reflects negatively on Licensor's reputation or the goodwill associated with the Licensed Name. This Section 3.3 does not affect the rights of any other Licensee.
3.4 Termination on Ceasing to Be a Partner of Olney-Fraser. The Licensor's obligations under this Agreement may be terminated by the Licensor if he ceases to be a Partner of Olney-Fraser for any reason.
3.5 Termination on Ceasing to Be Part of Olney-Fraser. A Licensee's rights under this Agreement terminate automatically if that Licensee ceases to be a Regional LLP or the Management Company under the Governance Framework, including on a withdrawal under Section 9.4 of the Governance Framework.
3.6 Effect of Termination. Upon termination or expiration of this Agreement with respect to a Licensee, that Licensee shall immediately cease all use of the Licensed Name, withdraw the Licensed Name from marketing and other materials within a commercially reasonable period not to exceed sixty (60) days solely to complete an orderly transition, and pay all accrued but unpaid Royalties within thirty (30) days.
3.7 Termination Payment. If this Agreement terminates with respect to a Licensee for any reason other than Licensor's uncured material breach, that Licensee shall pay Licensor an amount equal to three (3) times the average Royalty paid or payable by that Licensee over the three (3) years immediately prior to the date of termination. This Section 3.7 applies separately to each Licensee whose rights terminate and does not create any liability for a Licensee whose rights have not terminated. This clause also applies if the Licensor terminates this Agreement under clause 3.4.
4. COMPENSATION
4.1 Royalty. In consideration of the license granted herein, each Licensee shall severally (and not jointly) pay Licensor a royalty equal to 1% of that Licensee's own Gross Revenue (the “Royalty”). No Licensee is responsible for another Licensee's Royalty.
4.2 Aggregate Minimum Guarantee. The Licensees shall together pay Licensor a non-refundable minimum guaranteed aggregate royalty of US$500,000 per year (the “Aggregate Minimum Guarantee”), creditable against the aggregate Royalties paid by all Licensees during that year. The Management Committee (as defined in the Governance Framework) shall apportion the Aggregate Minimum Guarantee among the Licensees, by reference to each Licensee's Net Revenue, headcount, or such other basis as the Management Committee considers fair, and shall notify Licensor and each Licensee of the apportionment for each year. Each Licensee is severally liable only for its own apportioned share.
4.3 Payment Schedule. Royalties shall accrue as Licensed Services are provided and shall be paid to Licensor within thirty (30) days following the end of each calendar quarter, accompanied by a statement showing how each paying Licensee's Gross Revenue for that quarter was calculated. The Management Company may administer the calculation, collection, and remittance of Royalties on behalf of the Licensees as a matter of administrative convenience, but each Licensee remains severally liable for its own Royalty regardless of any such administrative arrangement.
4.4 Records and Audit. Each Licensee shall maintain accurate books and records relating to its own Net Revenue for at least three (3) years. Licensor may, no more than once per quarter per Licensee and upon reasonable notice, audit a Licensee's records at Licensor's expense, provided that if an audit reveals an underpayment by that Licensee exceeding five percent (5%), that Licensee shall bear the reasonable cost of its own audit.
4.5 Late Payments. Any amount not paid when due by a Licensee shall accrue interest at the lesser of half a percent (0.5%) per month or the maximum rate permitted by law, applicable only to the Licensee in default.
5. APPROVAL AND QUALITY CONTROL
5.1 Pre-Approval and Brand Guidelines. The Management Company shall maintain brand guidelines for use of the Licensed Name, approved in advance by Licensor. A Licensee's use of the Licensed Name consistent with the then-current brand guidelines does not require separate approval. Any new document, online design, or other material using the Licensed Name that departs from the then-current brand guidelines shall be submitted to Licensor for prior written approval before first use; Licensor shall respond within thirty (30) days, and failure to respond within that period is deemed approval.
5.2 Quality Standard. Each Licensee shall ensure that the Licensed Services it provides, and all materials it uses bearing the Licensed Name, are of a quality consistent with the reputation and goodwill of Licensor and meet all applicable legal and industry standards.
5.3 Compliance. Each Licensee shall comply with all applicable laws, including those relating to endorsements, advertising, and rights of publicity, in its use of the Licensed Name, including local laws in its own jurisdiction relating to the advertising of legal services.
6. REPRESENTATIONS AND WARRANTIES
6.1 By Licensor. Licensor represents and warrants that Licensor has the full right and authority to grant the licenses set forth herein and that such grant does not conflict with any other agreement to which Licensor is a party.
6.2 By Each Licensee. Each Licensee severally represents and warrants, as to itself only, that it has the full right and authority to enter into this Agreement and will use the Licensed Name only as expressly authorized herein.
6.3 Disclaimer. Licensor makes no representation or warranty regarding the commercial success of the Licensed Services.
7. INDEMNIFICATION
7.1 By Each Licensee. Each Licensee shall severally (and not jointly) indemnify, defend, and hold harmless Licensor from and against any third-party claims, damages, liabilities, and reasonable expenses (including attorneys' fees) arising out of (a) that Licensee's promotion, marketing, or provision of the Licensed Services, (b) that Licensee's use of the Licensed Name other than as authorized herein, or (c) any breach of that Licensee's representations, warranties, or obligations under this Agreement. No Licensee is responsible for indemnifying Licensor for another Licensee's conduct.
7.2 By Licensor. Licensor shall indemnify, defend, and hold harmless each Licensee from and against any third-party claims arising out of a breach of Licensor's representations and warranties in Section 6.1.
8. OWNERSHIP
8.1 No Transfer of Rights. Nothing in this Agreement transfers to any Licensee any ownership interest in the Licensed Name. All goodwill arising from a Licensee's use of the Licensed Name shall inure to the benefit of Licensor.
9. CONFIDENTIALITY
9.1 Confidential Terms. The Parties shall keep the financial terms of this Agreement confidential and shall not disclose them to any third party, except to professional advisors, as required by law, or with the other relevant Party's prior written consent. The Licensees, their respective Partners and employees, and the Management Company are not considered third parties for purposes of this Section 9.1, and may share the financial terms of this Agreement among themselves as reasonably necessary for Olney-Fraser's governance and administration.
10. GENERAL PROVISIONS
10.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, without regard to its conflict of laws principles.
10.2 Dispute Resolution. Any dispute arising out of this Agreement shall be resolved by binding arbitration administered by the London Court of International Arbitration seated in London, England, in accordance with its rules, and judgment on the award may be entered in any court of competent jurisdiction. A dispute between Licensor and one Licensee shall not require the participation of, or bind, any other Licensee unless that other Licensee's own rights or obligations are directly at issue.
10.3 Assignment. No Party may assign this Agreement, or its rights under it, without the prior written consent of Licensor and (in the case of an assignment by a Licensee) without the Licensee's compliance with the Governance Framework, except that a Licensee may assign its rights under this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, with Licensor's consent not to be unreasonably withheld.
10.4 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between Licensor and any Licensee, or among the Licensees.
10.5 Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above or in Schedule A (or such other address as a Party may designate in writing), by hand, by certified mail, or by internationally recognized overnight courier.
10.6 Entire Agreement. This Agreement, including its Exhibits and Schedules, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings, whether written or oral.
10.7 Amendment. This Agreement may be amended only by a written instrument signed by Licensor and all Licensees then party to it, except that a joinder under Section 2.4 does not require amendment of this Agreement as to the existing Parties.
10.8 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. If a provision is held invalid as to one Licensee only, it shall remain in full force and effect as to the other Licensees.
10.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, including by electronic signature.
SCHEDULE A — LICENSEE ADDRESSES AND CURRENT TERMS
Olney-Fraser (US) LLP — Address: [ADDRESS]
Olney-Fraser (UK, Europe, Canada) LLP — Address: [ADDRESS]
Olney-Fraser (China, Hong Kong) LLP — Address: [ADDRESS]
Olney-Fraser (Asia, Aust/NZ, LATAM) LLP — Address: [ADDRESS]
Olney-Fraser (Middle East, Central Asia, Africa) LLP — Address: [ADDRESS]
Olney-Fraser Management Limited — Address: [ADDRESS]
Royalty Percentage (Section 4.1): 1% of each Licensee's own Gross Revenue
Aggregate Minimum Guarantee (Section 4.2): US$500,000 per year, apportioned among Licensees by the Management Committee
EXHIBIT A — FORM OF JOINDER
The undersigned, [NEW REGIONAL LLP NAME], a [JURISDICTION] limited liability partnership admitted as a Regional LLP under the Olney-Fraser Global Governance Framework Agreement, hereby becomes a Licensee under the “Olney-Fraser” Name License Agreement dated [EFFECTIVE DATE] among Darren Stuart Olney-Fraser and the Licensees named therein, and agrees to be bound by its terms as a Licensee, including the Royalty obligations under Section 4.1 and its apportioned share of the Aggregate Minimum Guarantee under Section 4.2.
NOTE: Some of the entities, counterparties and licences contemplated in this agreement may still be in formation, and the agreement may not yet be excuted. It is likely that Founding Partners are still being recruited to enable formation, execution and licensing steps in a jurisdiction to be completed