VAN LIFE™ Trademark Licensing Agreement
TRADEMARK LICENSING AGREEMENT
This Trademark Licensing Agreement ("Agreement") is entered into effective as of [Effective Date: ____/____/____], by and between VAN LIFE PEERS INC., a Delaware corporation, located at 254 Chapman Rd, STE 208 #22766, Newark, DE 19702 ("Licensor"), and [Licensee Name: ____________], located at [Licensee Address: ____________] ("Licensee").
1. GRANT OF LICENSE
Licensor hereby grants Licensee a non-exclusive, revocable, and non-transferable license to use the following trademark(s) owned or controlled by Licensor ("Licensed Trademarks"):
A. VAN LIFE (pending registration)
Class(es): [Select from 009, 025, 028, 032, 033, 041]
B. @VANLIFE (pending registration)
Class(es): [Select from 003]
C. #VANLIFE (pending registration)
Class(es): [Select from 037, 043, 044]
D. VAN LIFE THEATRES (pending registration)
Class(es): [Select from 041]
Licensee may select any combination of trademarks and class(es), in full or specific sections thereof, as indicated explicitly in Annex A attached hereto.
2. TERRITORY
The license granted herein shall apply within the following territory: United States.
3. LICENSE FEES AND ROYALTIES
Licensee agrees to pay Licensor:
A monthly minimum fee of $100, which may or may not increase at the discretion of the licensor, that is due on the 1st of each month following the initial trial month period (e.g., If a licensee signs the trademark licensing agreement after the 1st of any month but before the 1st of the following month, then the remaining days left of their 'sign-up month' is their trial period wherein they do not initially incur the monthly minimum fee).
Additional royalties calculated as follows:
$0.10 per $100 of gross revenue generated by Licensee using the Licensed Trademark(s), payable monthly on the 1st of each month following the initial trial month period (e.g., $1,000 of gross revenue during the month of January equals a royalty payment of $1 for the month of January due on February 1st).
4. REPORTING AND PAYMENT
Licensee shall submit quarterly royalty reports detailing gross revenues and calculations within 15 days following each calendar quarter. Payments may not accompany these reports.
5. TERM AND TERMINATION
The initial term of this Agreement is one (1) year, automatically renewable for successive one-year periods unless terminated by either party upon 60 days' written notice. Licensor may terminate immediately upon breach, non-payment, or at will without cause.
6. QUALITY CONTROL
Licensee agrees to maintain quality standards consistent with Licensor's specifications. Licensor reserves the right to inspect and approve all uses of Licensed Trademarks.
7. INTELLECTUAL PROPERTY RIGHTS
Licensor retains all rights, title, and interest in the Licensed Trademarks. Licensee acknowledges Licensor’s sole ownership and shall not challenge validity or ownership during or after this Agreement.
8. INDEMNIFICATION
Licensee indemnifies Licensor against all claims arising from Licensee’s use of the Licensed Trademarks, including attorney fees and damages.
9. CONFIDENTIALITY
Both parties agree to maintain confidentiality regarding sensitive business information disclosed during this Agreement.
10. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict-of-law provisions.
11. NON-REPLICATION COVENANT
The Licensee expressly acknowledges and agrees that all trademarks, service marks, logos, trade dress, branding elements, business methods, operational structures, proprietary platforms, and any and all expressions of goodwill associated with the marks VAN LIFE™, #VANLIFE™, @VANLIFE™, VAN LIFE THEATRES™, VAN LIFE FREEDOM AT YOUR FINGERTIPS™, VAN LIFE PEERS™, VAN LIFE ENTERTAINMENT™, and any related variations (the “Licensed IP”) are the exclusive intellectual property of VAN LIFE PEERS INC. and/or VAN LIFE ENTERTAINMENT INC., collectively referred to herein as the “Licensor.”
The Licensee shall not directly or indirectly replicate, reverse-engineer, duplicate, or create derivative systems, platforms, operations, or business models that are substantially similar in purpose, presentation, or execution to the proprietary ecosystem of the Licensor, during or after the term of this Agreement.
12. NO INDEPENDENT USE OF BUSINESS MODEL OR TRADEMARKS
Licensee agrees not to:
Utilize the Licensed IP or derivative branding elements for any unauthorized commercial activity,
Attempt to register, acquire, or use trademarks or domain names that are confusingly similar to the Licensed IP, or
Launch, invest in, or advise any competing venture that mimics or builds upon the brand architecture, franchise model, operational strategy, or digital infrastructure of the Licensor.
Any such act shall constitute immediate material breach, triggering automatic termination of this Agreement and entitling the Licensor to seek injunctive relief, liquidated damages, and disgorgement of profits.
13. COVENANT AGAINST STRUCTURAL EMULATION
The Licensee acknowledges that the organizational frameworks, media platforms, app architecture, and franchise categories (e.g., #VANLIFE™ Pros, VAN LIFE™ Casinos, VAN LIFE THEATRES™, etc.) developed or offered by the Licensor are core strategic assets, protected as trade secrets and confidential business methods. Licensee agrees not to emulate or deploy similar business structures or verticals with intent to compete or dilute the brand, including through covert formation of holding companies, white-label ventures, or use of AI-generated branding duplications.
14. FRANCHISEE DISLOYALTY & SLEEPER CELL CLAUSE
The Licensee warrants that it is not entering into this Agreement with the intent to:
Gain internal access for eventual competition,
Recruit, conspire, or collaborate with other licensees or third parties for a coordinated hostile acquisition or displacement of the Licensor’s executive control or governance,
Exploit intellectual property or trade secret exposure in order to co-opt brand equity or user communities.
The Licensor reserves the right to audit, monitor, and suspend licensees at any time, without refund or compensation, where evidence of such behavior arises.
15. CONTROL PRESERVATION RIGHTS
The Licensee acknowledges and agrees that:
The Licensor retains full and non-dilutable control over all trademark usage rights, platform governance, and public-facing narratives;
The Licensee shall not portray itself as an owner, partner, or shareholder of the Licensor, nor make statements that imply executive authority, voting rights, or internal decision-making access.
Any attempt to simulate or influence the corporate identity of VAN LIFE PEERS INC. and/or VAN LIFE ENTERTAINMENT INC. shall result in immediate enforcement of cease-and-desist orders, and legal action pursuant to the Federal Trademark Dilution Act (15 U.S.C. §1125(c)).
16. INTELLECTUAL PROPERTY INTEGRITY CLAUSE
In the event of a merger, acquisition, bankruptcy, asset sale, or shareholder vote involving the Licensee, the Licensee shall provide the Licensor with no less than 90 days’ notice and shall not assign, sublicense, or transfer any rights under this Agreement to third parties without prior written consent from the Licensor, which may be withheld at its sole discretion.
17. SURVIVABILITY & POST-TERM RESTRICTIONS
The anti-replication, non-compete, non-disparagement, and confidentiality provisions herein shall survive the expiration or termination of this Agreement for a period of ten (10) years, or such time as the trademark(s) remain in commercial use, whichever is longer.
18. REMEDIES
The Parties agree that any breach of this agreement shall cause irreparable harm to the Licensor, for which monetary damages would be insufficient. Accordingly, the Licensor shall be entitled to immediate injunctive relief, equitable remedies, and attorneys’ fees, in addition to any other remedies available under law or equity.
19. ACKNOWLEDGEMENT OF INDEPENDENT STATUS
19.1 You acknowledge and agree that you are an independent contractor of VAN LIFE PEERS INC. and/or VAN LIFE ENTERTAINMENT INC., each of which is a corporation organized under the laws of the State of Delaware, United States of America, and domiciled exclusively in the United States.
19.2 You further agree and confirm that:
(a) You are not an employee, representative, or agent of the Company in the Philippines, Thailand, Vietnam, Malaysia, Indonesia, Nepal, Mongolia, Japan, South Korea, or China;
(b) You are engaging with the Company exclusively for the purposes of utilizing the software platform and services, which are delivered via servers physically located outside of the Philippines, Thailand, Vietnam, Malaysia, Indonesia, Nepal, Mongolia, Japan, South Korea, and China;
(c) All compensation, franchise fees, and royalties are processed via the Company’s U.S.-based financial accounts, and no Philippines, Thailand, Vietnam, Malaysia, Indonesia, Nepal, Mongolia, Japan, South Korea, or China bank or payment processor is utilized in the administration of your agreement;
(d) You are solely responsible for complying with any applicable laws or tax obligations in your jurisdiction;
(e) No permanent establishment, branch, or representative office is created in the Philippines, Thailand, Vietnam, Malaysia, Indonesia, Nepal, Mongolia, Japan, South Korea, or China by virtue of this Agreement.
19.3 Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or any other fiduciary relationship between you and the Company.
20. ENTIRE AGREEMENT
This Agreement, including Annex A and Annex B, constitutes the entire agreement between the parties regarding the subject matter hereof, superseding prior negotiations and agreements.
IN WITNESS WHEREOF, parties have executed this Agreement as of the Effective Date.
Licensor(s): VAN LIFE PEERS INC. and/or VAN LIFE ENTERTAINMENT INC.
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
Licensee: [Licensee Name]
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
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This Annex is integral to the Agreement and subject to its terms and conditions.
ANNEX A – SELECTION OF LICENSED TRADEMARKS & SECTIONS
A. Licensee explicitly selects and licenses the following:
Trademark | Class(es) | Specific Sections or Full Class (Specify Clearly)
01. VAN LIFE (Pending) 009 [Specify Sections/Full Class]
02. VAN LIFE (Pending) 025 [Specify Sections/Full Class]
03. VAN LIFE (Pending) 028 [Specify Sections/Full Class]
04. VAN LIFE (Pending) 032 [Specify Sections/Full Class]
05. VAN LIFE (Pending) 033 [Specify Sections/Full Class]
06. VAN LIFE (Pending) 041 [Specify Sections/Full Class]
07. @VANLIFE (Pending) 003 [Specify Sections/Full Class]
08. #VANLIFE (Pending) 037 [Specify Sections/Full Class]
09. #VANLIFE (Pending) 043 [Specify Sections/Full Class]
10. #VANLIFE (Pending) 044 [Specify Sections/Full Class]
11. VAN LIFE THEATRES (Pending) 041 [Specify Sections/Full Class]