Trademark Usage Agreement 2009 - Marlin …

1 Trademark Usage Agreement This Trademark Usage Agreement ( the " Agreement ") is effective as of the day of , 20 , and is entered into by and between (the Vendor ), a corporation, with its principal place of business located at , Marlin Leasing Corporation ("MLC"), a Delaware corporation with its principal place of business located at 300 Fellowship Road, Mount Laurel, New Jersey 08054, and Marlin Business Bank ( MBB ), a Utah state chartered commercial bank with its principal place of business at 2795 E.

2 Cottonwood Parkway, Suite 120, Salt Lake City, Utah 84121, (MLC and MBB are each a Lessor , and together are referred to herein as the Lessors ). WHEREAS, Vendor desires to have its Trademark (s) and/or logo(s) (collectively, the Marks ) placed upon documents and forms that will be utilized in connection with its lease program(s) with Lessors, and Vendor desires to grant Lessors a limited-use license to use the Marks for this purpose. NOW, THEREFORE, in consideration of the promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1.

3 Lessors Use of Vendor s Marks. Vendor hereby grants to Lessors the non-exclusive and non-transferable right and license (without any power to sub-license) to use Vendor s Marks on lease transactional documents, printed promotional material and other documents and materials used in connection with each lease program involving Lessors and Vendor. The Marks shall not be used by Lessors for any other purposes. Lessors hereby acknowledge Vendor s exclusive right, title and interest in and to the Marks and shall not do any act which impairs the same. Lessors shall not represent that Lessors have any ownership or other rights in the Marks and acknowledge that Lessors use of the Marks will not create in Lessors favor any right, title or interest in or to the Marks.

4 Upon termination of all lease programs involving Lessors and Vendor, Lessors shall cease and desist from all further use of the Marks and shall either destroy or deliver to Vendor all materials and papers upon which the Marks appear, except as to existing lease contracts and pending transactions. 2. The Marks. Vendor represents that it has the exclusive right, title and interest in and to all Marks and has full power and authority to grant to Lessors the license described in Section 1 of this Agreement . Such grant does not require the consent of any other person or entity.

5 None of the Marks do now, or will in the future, violate the material rights or claimed rights of any other person or entity. 3. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the state of New Jersey, and any claim arising under this Agreement shall be resolved in the courts of the state of New Jersey. This Agreement shall inure to the benefit of, and be binding upon, Lessors and Vendor and their respective successors and assigns. The parties intend and agree that a copy or facsimile of this Agreement with their signatures thereon, any any such document containing a copied or telefaxed signature of one or both of the parties, shall be treated as an original, and shall be as binding, valid, genuine, and authentic as an original-signature document for all purposes, and shall be admissible in a court of law as conclusive evidence of this Agreement notwithstanding any law or rule of evidence to the contrary.

6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. Marlin LEASING CORPORATION VENDOR: By: By: Name: Name: Title: Title: Marlin BUSINESS BANK By: Name: Title: Trademark Usage Agreement