TRADE NAME LICENSE AGREEMENT
This Trade Name License Agreement (the “Agreement”) is made and effective this ___th day of _______,
2021, between 911 Gadgets, LLC (the ‘Licensor’), a Limited Liability Company Entity Number:
201935110320 with its main address at: 18 Della Cava Ln, Lake Elsinore, CA 92532 and
____________________________ (the ‘Licensee’), a(n) ______________________ (e.g., Individual, Sole
Proprietor, LLC, Corporation, Etc.) with Social Security Number/TIN/EIN/Entity Number:
____________________________ and its main address located at:
WHEREAS, Licensee acknowledges that Licensor is the owner of the name “911 Gadgets” and any
variation thereof (the “Name”); and
WHEREAS, Licensee is desirous of using the Name in connection with computer and cell phone repair &
sales for their DBA or Fictitious Business Name, social media, marketing, advertising, and every aspect of
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree
1. GRANT OF LICENSE
Licensor hereby grants to Licensee and Licensee hereby accepts the right, privilege and nonexclusive
license to use the Name solely in connection with computer (cell phones, consoles, and any electronics
or gadgets) repair & sales (the “Business”). Licensee shall use the Name at all times for the Business,
DBA or Fictitious Business Name, marketing, social media, advertising, and every aspect of branding of
their liking and no other purposes unless otherwise allowed in writing by licensor. Licensee has the right
to use the Name as a secondary in their existing name as they wish. Licensor represents and warrants
that, to the best of its knowledge, it owns the rights to the Name.
FURTHER, Licensee agrees to do the following:
a. Licensee agrees to immediately start using the Name (911 Gadgets) everywhere.
b. Licensee agrees to create and maintain Yelp, Google, Bing and MapsConnect.Apple.com
c. Licensee agrees to be added to the 911gadgets.com website and make use of the
website as their main website FREE of charge.
d. Licensee agrees to maintain an online presence rating (stars/reviews rating) wherever
the Name 911 Gadgets is used of no less than 3.8 stars. If Licensee fails to maintain this
rating level, it will be placed on a probation period of 90 days during which Licensee will
be coached on how to return to and maintain a rating of 3.8 or higher. If licensee fails to
bring rating to or above 3.8 during the probation period, licensee agrees to surrender
the license and all stop all name usage to prevent brand defamation.
e. Licensee agrees that Licensor will provide logo artwork and digital templates free of
charge for marketing but licensor is not responsible nor obligated to pay for any costs
for marketing, branding, advertising, remodeling, etc.
f. Licensee agrees that in the event of a law suit or lien, against Licensee or its business,
Licensor will use this Agreement to avoid all possible risks involved and will not be liable
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for said accusations against licensee. Licensee agrees to be responsible for any of the
g. Licensee agrees to treat customers with respect, do right by the customer and serve to
the best of its ability with integrity to protect the reputation of the Name 911 Gadgets.
h. Licensee agrees to have the freedom of choosing their own parts supplier but
understands that quality over quantity is always recommended by 911 Gadgets and
Licensee will try to have better quality parts.
i. Licensee agrees to join the private “911 Gadgets Licensees” Facebook group to keep up
to date with new plans, meetings, marketing strategies, trainings, benefits, and more.
j. Licensee agrees to comply if new requirements arise during our weekly meetings in the
private “911 Gadgets Licensees” Facebook group or via email in an effort to better the
brand and businesses.
k. Licensee agrees to use our FREE (part of benefits) basic Point-of-Sale system with the
ability to keep track of customers, sales, and inventory.
l. Licensee agrees to have at least 1 debit/credit card processing service (e.g. Square,
PayPal, any merchant service, etc.), at least 1 digital money transfer service (e.g. PayPal,
Venmo, Zelle, CashApp) to be able to accept payments in a more convenient manner for
customers. ( use link: https://squareup.com/i/911gadget1 )
m. Licensee agrees to keep a clean and organized business area as to protect the Names
image and reputation.
n. Licensee agrees to reach out to the private “911 Gadgets Licensees” Facebook group or
to the Licensor for any questions, assistance and support.
The term of the license hereby granted shall be effective upon the date of execution of this Agreement
and shall continue for  years, unless sooner terminated in accordance with the provisions hereof.
3. LICENSE FEE
All Licensees who sign up on or before December 31st, 2021 will be EXEMPT from ever paying a Licensing
or startup Fee. We will begin charging licensing fees and start up fees as of January 1st, 2022 that will
equal $999 per month or a percentage of sales, whichever is greater plus a startup fee of $15,000+.
Nothing in this Agreement shall be construed to prevent Licensor from granting any other licenses for
the use of the Name or from utilizing the Name in any manner whatsoever.
5. GOOD WILL
Licensee recognizes that there exists great value and good will associated with the Name, and
acknowledges that the Name and all rights therein and good will pertaining thereto belong exclusively to
Licensor, and that the Name has a secondary meaning in the mind of the public.
6. LICENSOR’S TITLE AND PROTECTION OF LICENSOR’S RIGHTS
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a. Licensee agrees that it will not during the term of this Agreement, or thereafter, attack the title
or any rights of Licensor in and to the Name or attack the validity of the license granted herein.
b. Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection
or to protect any of Licensor’s right to the Name, and Licensor, if it so desires, may commence or
prosecute any claims or suits in its own name or in the name of Licensee or join Licensee as a party
thereto. Licensee shall notify Licensor in writing of any infringements or imitations by others of the
Name which may come to Licensee’s attention, and Licensor shall have the sole right to determine
whether or not any action shall be taken on account of any such infringements or imitations. Licensee
shall not institute any suit or take any action on account of any such infringements or imitation without
first obtaining the written consent of the Licensor so to do.
c. Licensee agrees to cooperate fully and in good faith with Licensor for the purpose of securing
and preserving Licensor ’s rights in and to the Name. It is agreed that nothing contained in this
Agreement shall be construed as an assignment or grant to the Licensee of any right, title or interest in
or to the Name, it being understood that all rights relating thereto are reserved by Licensor, expect for
the license hereunder to Licensee of the right to use and utilize the Name only as specifically and
expressly provided in this Agreement. Licensee hereby agrees that at the termination or expiration of
this Agreement, Licensee will be deemed to have assigned, transferred and conveyed to Licensor any
trade rights, equities, good will, titles or other rights in and to the Name which may have been obtained
by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and
that Licensee will execute any instruments requested by Licensor to accomplish or conform the
foregoing. Any such assignment, transfer or conveyance shall be without other consideration than the
mutual covenants and considerations of this Agreement.
Licensor, or its nominee, shall have access to the Business during normal business hours and to books
and records of Licensee when needed for the purpose of ensuring compliance with this Agreement.
8. USE OF NAME
Licensee shall have no right to affix the Name to any building, sign, merchandise or other item until first
obtaining Licensor ’s express written consent, which consent shall be within the reasonable discretion of
Licensor. (via Email, Text, Social Media Message)
a. Licensee may not terminate this Agreement.
b. The license rights granted hereunder may be terminated by Licensor upon immediate notice
without the opportunity to cure should any of the following events occur:
(i) Licensee fails to comply with a-q of 1. GRANT OF LICENSE on page 1.
(ii) If Licensee shall: (A)admit in writing its inability to pay its debts generally as they become due;
(B)file a petition in bankruptcy or a petition to take advantage of any insolvency act; (C)make an
assignment for the benefit of its creditors; (D)consent to the appointment of a receiver of itself or of the
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whole or any substantial part of its property; (E)on a petition in bankruptcy filed against it, be
adjudicated as bankrupt; (F)file a petition or answer seeking reorganization or arrangement under the
bankruptcy laws or any other applicable law or statute; (G)become subject to a final order, judgment or
decree entered by a court of competent jurisdiction appointing, without the consent of Licensee, a
receiver of Licensee or of the whole or any substantial part of its property or approving a petition filed
against Licensee seeking reorganization or arrangement of Licensee under the bankruptcy laws or any
other applicable law or statute; or
(iii) Licensee shall fail or refuse to perform any other obligation created by this Agreement of
Licensee breaches any term or condition of this Agreement or any other agreement between Licensee
and Licensor or its affiliates; or
(iv) Licensee has made any misrepresentations relating to the acquisition of the license granted
herein, or Licensee or any of Licensee’s shareholders, officers, directors, or managing personnel engages
in conduct which reflects unfavorable on the Name or upon the operation and reputation of the
Licensor ’s business; or
(v) Licensee or any of Licensee’s shareholders, officers, directors, or managing personnel is
convicted of a felony or any other criminal misconduct which is relevant to the operation of the business
In the event of termination of this License for any reason, Licensee shall immediately cease all use of the
Name and shall not thereafter use any name, mark or trade name similar thereto. Termination of the
license under the provisions of this Section 9 shall be without prejudice to any rights which Licensor may
otherwise have against Licensee.
10. COMPLIANCE WITH LAWS AND REGULATIONS
Licensee shall, and shall cause its shareholders, officers, directors, and managing personnel to, comply
with all laws, rules and government regulations pertaining to its business and shall not violate any laws
which would create an adverse effect on the Name.
11. RELATIONSHIP OF PARTIES
Licensee shall not in any manner or respect be the legal representative or agent of Licensor and shall not
enter into or create any contracts, agreements, or obligations on the part of Licensor, either expressed
or implied, nor bind Licensor in any manner or respect whatsoever; it being understood that this
Agreement is only a contract for the license of the Name.
12. NAME OWNERSHIP
Licensee agrees that the Name is the sole property of Licensor and that Licensee has no interest
whatsoever in such Name, and Licensee shall use the Name only for so long as the license granted
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hereby remains in full force and effect. Licensee shall not take any actions, or aid or assist any other
party to take any actions, that would infringe upon, harm or contest the proprietary rights of Licensor in
and to the Name.
13. OTHER LICENSEES
Licensee agrees not to interfere in any manner with, or attempt to prohibit the use of the Name by, any
other Licensee duly licensed by Licensor. Licensee further agrees to execute any and all documents and
assurances reasonably requested by Licensor to effectuate the licensing of the Name to any other party
and agrees to cooperate fully with Licensor or any other Licensees of Licensor to protect Licensor’s
lawful authority to use the Name.
14. INDEMNIFICATION AND INSURANCE
a. Licensee agrees to defend, indemnify and hold harmless Licensor, its officers, affiliates,
directors, agents, and employees from and against any and all property damage, personal injuries or
death and other liability, loss, cost, expense, or damage, including, without limitation, court costs and
reasonable attorney’s fees arising out of operations of the Business and from Licensee’s breach of any of
the terms contained herein.
b. Licensee agrees that it will obtain, at its own expense, liability insurance from a recognized
insurance company which is qualified to do business in the State of Licensee main address providing
protection which is standard in the industry for businesses similar to the Business for the benefit of
Licensor and its affiliates and their officers, directors, agents, and employees (as well for Licensee)
against any claims, suits, loss or damage arising out of or in connection with the Business. As proof of
such insurance, a fully paid certificate of insurance naming Licensor as an insured party will be
submitted to Licensor by Licensee for Licensor’s approval within thirty (365) days after the date of
execution of this Agreement. Any proposed change in certificates of insurance shall be submitted to
Licensor for its prior approval.
All notices and statements and all payments to be made hereunder, shall be given or made at the
respective addresses of the parties as set forth below such party’s name unless notification of a change
of address is given in writing, and the date of mailing shall be deemed the date the notice or statement
16. NO JOINT VENTURE
Nothing herein contained shall be construed to place the parties in the relationship of partners or joint
venturers or of franchisor/franchisee.
17. NO ASSIGNMENT OR SUBLICENSE BY LICENSEE
This Agreement and all rights and duties hereunder are personal to Licensee and Licensee shall not,
without the written consent of Licensor, which consent shall be granted or denied in the sole and
absolute discretion of Licensor, be assigned, mortgaged, sublicensed or otherwise encumbered by
Licensee or by operation of law.
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18. NO WAIVER, ETC.
This Agreement may not be waived or modified except by an express agreement in writing signed by
both parties. There are no representations, promises, warranties, covenants or undertakings other than
those contained in this Agreement with respect to its subject matter, which represents the entire
understanding of the parties. The failure of either party hereto to enforce, or the delay by either party in
enforcing, any of its rights under this Agreement shall not be deemed a continuing waiver or a
modification thereof and either party may, within the time provided by applicable law, commence
appropriate legal proceedings to enforce any or all of such rights.
19. GOVERNING LAW
This Agreement shall be construed under the laws of the State of Licensees main address.
Whenever possible each provision of this Agreement shall be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this Agreement shall be prohibited, void,
invalid, or unenforceable under applicable law, such provision shall be ineffective to the extent of such
prohibition, invalidity, voidability, or enforceability without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
All obligations of the Licensee shall survive the termination of this Agreement.
22. ATTORNEYS’ FEES
Should any litigation be commenced between the parties to this Agreement concerning this Agreement,
or the rights and duties of either in relation thereto, the party prevailing in such litigation shall be
entitled, in addition to such relief as may be granted, to its attorneys’ fees and costs in the litigation.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
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AUTHORIZED PARTIES FOR LICENSOR AND LICENSEE
X________________________ DATE: _________ X_________________________DATE:___________
NAME: ______________________________ NAME: ______________________________
EMAIL: ______________________________ EMAIL: ______________________________
PHONE: _____________________________ PHONE: _____________________________
MAILING ADDRESS: ____________________ MAILING ADDRESS: ____________________