Exhibit 10.29


 


TRADEMARK
LICENSE AGREEMENT


 


THIS
TRADEMARK LICENSE AGREEMENT (“Agreement”) made this December
20, 2004  (the “Effective Date”) between GLADSTONE MANAGEMENT CORPORATION, a
corporation organized and existing under the laws of the state of Delaware,
with its principal place of business at 1616 Anderson Road, McLean,
Virginia 22102 (“Licensor”), and GLADSTONE CAPITAL
CORPORATION, a corporation organized and existing under the laws of
the state of Delaware, with its principal place of business at 1616 Anderson
Road, McLean, Virginia 22102 (“Licensee”) (together, the “Parties”).


 


WHEREAS,
Licensor is the owner of the GLADSTONE word mark and the GLADSTONE &
Diamond G Design Logo, both displayed in Appendix A attached hereto (the “Marks”),
which Licensor has adopted, used and continues to use in connection with
financial services, namely, lending money to businesses, investment of funds
for others, financial investment in the field of real estate, lease-purchase
financing, and leasing of real property (the “Gladstone Services”);


 


WHEREAS,
Licensor owns a United States application to register the GLADSTONE &
Diamond G Design Logo in connection with the Gladstone Services, as evidenced
by United States Serial No. 76/597,879;


 


WHEREAS,
Licensee desires a license to use the Marks on a worldwide basis in connection
with the Gladstone Services offered by Licensee in the field of financial
investments;


 


WHEREAS,
Licensor is willing to grant Licensee a license to use the Marks pursuant to
the terms and conditions hereinafter recited;


 


NOW,
THEREFORE, in consideration of the mutual rights and
obligations contained herein, the Parties hereby agree as follows:


 


1.             LICENSE GRANT:  Licensor
hereby grants to Licensee a non-assignable, revocable, nonexclusive license to
use the Marks in connection with services relating to debt, equity and other
financial investments, namely, investment of funds for others in companies, and
in connection with the advertising, promotion, sale and marketing of such
services.


 


2.             ROYALTY PAYMENT:  In consideration for the license granted
hereunder, Licensee agrees to make a yearly royalty payment to Licensor, due on
January 1 of each new year throughout the term of the Agreement.  The first such royalty payment, due on
January 1, 2005, shall be in the amount of One Dollar (US$1).  The amount of the annual royalty payment due
for each subsequent year shall be reviewed and negotiated by the Parties every
December preceding the upcoming year to assure that it continues to reflect the
arm’s length value of the rights granted to Licensee under the terms of this
Agreement.  If the Parties are unable to
mutually agree on an acceptable royalty payment for the upcoming year by
December 31 of the year preceding the upcoming year, the license granted hereunder
shall be revoked indefinitely until the Parties are able to reach an agreement
on the royalty payment.


 





















 


3.             DISPLAY OF THE MARKS:  Licensee will display the Marks only in such
form and manner as displayed in Appendix A attached hereto, except that
Licensor shall also be permitted to (a) use the word marks and trade names
GLADSTONE CAPITAL and GLADSTONE CAPITAL CORPORATION in connection with the
services identified in Section 1 of this Agreement, and (b) use fonts and upper
and lower case lettering schemes of its choice with respect to the word marks
GLADSTONE, GLADSTONE CAPITAL, and GLADSTONE CAPITAL CORPORATION.


 


4.             ACKNOWLEDGMENTS:  Licensee hereby
acknowledges the validity of the Marks and Licensor’s exclusive right, title,
interest and all related rights in and to the Marks.  Licensee further recognizes the value of the
reputation and goodwill associated with the Marks, and acknowledges that the
Marks have acquired secondary meaning, and that all related rights and goodwill
belong exclusively to Licensor.  


 


5.             LIMITED LICENSE:  Nothing in this Agreement
shall be construed to grant Licensee any rights or license to any trademark,
trade name, certification mark, service mark, domain name, product name, logo,
trade secret, technical information, copyright or other intellectual property
owned by Licensor other than as specified herein.  All rights not expressly granted herein to
Licensee are reserved to Licensor and may be exercised and exploited by
Licensor during the term of this Agreement freely and without restriction or
limitation.  Licensor shall have the
right to exploit its intellectual property in any manner whatsoever, including
without limitation, the right to license the Marks to a third party during the
term of the Agreement.


 


6.             ASSIGNMENT TO LICENSOR:  Upon request, Licensee shall transfer to
Licensor any rights which accrue to Licensee arising from its use of the Marks.


 


7.             PROTECTION OF THE MARKS: Licensee shall cooperate with
Licensor in taking all appropriate measures for the protection of the Marks,
including but not limited to the use of appropriate trademark symbols in
connection with the same, and shall faithfully observe and execute the
requirements, procedures, and directions of Licensor with respect to the use
and protection of the Marks.  Licensee
shall not, during the term of this Agreement, or thereafter: 


 


a.             do or permit to
be done any act or thing which prejudices, infringes or impairs the rights of
Licensor with respect to the Marks;


 


b.             represent that it
has any right, title, or interest in or to the Marks, other than the limited
license granted hereunder; 


 


c.             use, register or
attempt to register any trademarks, trade names, or logos, that are identical
to, or confusingly similar to the Marks or any other trademarks, trade names or
logos of Licensor or any of its subsidiaries or affiliated companies;


 


d.             offer any goods
or services, or otherwise do anything, in connection with the Marks that
damages or reflects adversely upon Licensor, its subsidiaries or affiliated
companies or any of their trademarks, trade names, logos or domain names;
and/or


 


e.             continue any use
or action in relation to or in connection with the Marks or this Agreement if
objected to by Licensor.  


 


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8.             ASSIGNMENT, SUB-LICENSING:  This agreement and the rights hereunder shall
be freely assignable by Licensor.  This
Agreement and the rights hereunder shall not be assignable by Licensee without
the prior written consent of Licensor, and any attempt to assign this Agreement
and/or the rights hereunder without such consent is null and void.  Further, this Agreement and the rights herein
granted may not be sub-licensed by Licensee except to a company in which
Licensee has a majority ownership interest. 
Any attempt to sub-license this Agreement and/or the rights hereunder in
violation of the foregoing shall be null and void and of no force or effect.


 


9.             ASSIGNS & SUB-LICENSEES:  To the extent this Agreement and the rights
hereunder may be assigned or sub-licensed pursuant to Section 8 above, this
Agreement shall inure to the benefit of and be binding upon the Parties’
assignees and sub-licensees.  By taking
an assignment or sub-license, an assignee or sub-licensee shall be deemed to
have accepted and agreed to perform all of the rights and obligations of the
assignor or sub-licensor under this Agreement.


 


10.          TERM AND TERMINATION: 
This Agreement shall become effective upon the Effective Date and shall
continue in full force and effect until terminated.  The Agreement and the license granted herein
shall terminate:


 


a.             if Licensee, or substantially all
of Licensee’s assets, are no longer managed by Licensor; or


 


b.             if Licensee files a petition in
bankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignment
for the benefit of creditors, or an arrangement pursuant to any bankruptcy or
insolvency law.


 


Moreover, this Agreement
may be terminated by either party upon THIRTY (30) days prior written
notice.  Such termination may be with or
without cause and in the event thereof neither party shall be liable to the
other for any loss, expense, liability, termination compensation or payments of
any kind, including but not limited to, any investment, promotion or selling
expense. Upon termination of this Agreement, Licensee shall immediately
discontinue all use of the Marks.


 


11.          NOTIFICATION OF INFRINGEMENT:  Licensee shall notify
Licensor in writing of any manufacture, distribution, sale or advertisement of
any product or offering of any service, or any other activity, that may
constitute an infringement upon Licensor’s rights or Licensee’s authorized use
of the Marks.  Licensee shall not
commence, prosecute or institute any action or proceeding against any person,
firm, or entity alleging infringement, imitation, or unauthorized use of the
Marks.


 


12.          INFRINGEMENT ACTION:  Licensor shall have the sole right to
determine the appropriate action to be taken against any infringement,
imitation, or unauthorized use of the Marks including having the sole discretion
to settle any claims or any controversy arising out of any such claims.  Licensee shall provide Licensor with such
reasonable assistance as Licensor may require in obtaining any protection of
Licensor’s rights to the Marks at no expense to Licensor.  Licensee shall not have any rights or claim
against Licensor for damages or otherwise arising from any determination by
Licensor to act or not to act with respect to any alleged infringement,
imitation or unauthorized use by others, and any such determination by Licensor
shall not affect the validity or enforceability of this Agreement.  Any and all damages and 


 


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settlements recovered or
arising from any action or proceeding relating to the Marks shall belong solely
and exclusively to Licensor.


 


13.          QUALITY STANDARDS:  So that the value of the goodwill and
reputation associated with the Marks will not be diminished, Licensee shall
have an obligation to ensure that all services offered by Licensee under or relating
to the Marks, and all promotional, advertising and marketing materials bearing
the Marks, shall (a) be at least the same uniform high quality as offered by
Licensee immediately prior to the effective date of this Agreement, and (b)
meet any reasonable quality standards that Licensor may issue from time to time
at its discretion.  To monitor for
Licensee’s adherence to such obligations, Licensor shall have the right to
review any services, promotional materials, advertising materials, or marketing
materials offered, rendered or distributed by Licensee or on behalf of Licensee
under the Marks.  Services, promotional
materials, or marketing materials with or on which the Marks are used that do
not meet the quality standards or other requirements set forth in this
Agreement shall not be sold, offered, distributed, or in any way promoted in
connection with the Marks, and all references to the Marks on promotional
materials and marketing materials shall be removed at Licensee’s expense.  If the quality of the services, or of any
promotional and marketing materials, associated with the Marks falls below such
quality, Licensee shall use its best efforts to restore such quality.  In the event that Licensee has not taken appropriate
steps to restore such quality within THIRTY (30) days after receiving from
Licensor notification that Licensee in is breach of this Paragraph 13, Licensor
shall have the right to require that Licensee immediately cease using the
Marks, and Licensee acknowledges that it shall do so if instructed accordingly
by Licensor.


 


14.          LICENSING NOTICE: Licensee
shall include a notice on all advertising, promotional literature, Internet
sites, and other marketing materials that the Marks are licensed from
Licensor.  The notice shall be as follows
or as otherwise specified by Licensor:


 


“THE GLADSTONE WORD MARK AND THE GLADSTONE &
DIAMOND G DESIGN MARK ARE TRADEMARKS OF GLADSTONE MANAGEMENT CORPORATION AND
ARE USED UNDER LICENSE TO GLADSTONE CAPITAL CORPORATION.”


 


15.          CHOICE OF LAW:  This
Agreement shall be governed by and construed under the laws of the Commonwealth
of Virginia, excluding conflicts of laws principles.  Any suit hereunder may be brought in the
federal or state courts of the Commonwealth of Virginia, and both Parties
hereby agree to submit to the jurisdiction thereof.


 


16.          SEVERABILITY: In the event that one or more provisions of this Agreement shall, for
any reason, be held to be invalid, illegal, or unenforceable, the remaining
provisions shall be unimpaired and shall be given full force and effect.


 


17.          INDEMNITY: Licensee hereby agrees to
indemnify, defend, and hold Licensor harmless from and against any and all
claims, suits, obligations, causes of action, liabilities, costs, and damages
based upon, arising out of, or directly or indirectly related to, the
operations or business conducted by Licensee under this or related to this
Agreement.  Said indemnity shall further
extend to the Licensee’s performance or nonperformance under this Agreement,
including any default on the part of the Licensee, whether or not any such
violation or failure to comply has been disclosed to Licensor.  This indemnity and all representations and
warranties made by the Parties herein or in any instrument or document furnished
in connection herewith shall survive termination of the Agreement.


 


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18.          ENTIRE AGREEMENT:  This Agreement constitutes the understanding
of the Parties with respect to the subject matter of this Agreement and
supersedes all prior understandings, whether written or oral, express or
implicit, pertaining to the subject matter of this Agreement.  This Agreement shall not be modified except
by written instrument agreed to and executed by both Parties, or their
authorized representatives.   Facsimiles
and photo copies of executed versions of this Agreement shall be treated as
originals.


 


IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement as of the day and the year
first written above.


 


 


	
  GLADSTONE MANAGEMENT
  CORPORATION

  	
  GLADSTONE CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ David Gladstone

  	
   

  	
  By:

  	
  /s/ Terry Brubaker

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Chairman

  	
   

  	
  Title:

  	
  Vice Chairman & COO

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  January 5, 2005

  	
   

  	
  Date:

  	
  January 5, 2005

  	
   

  
									



 


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APPENDIX
A


 


GLADSTONE