**Exhibit 10.29**

 

**TRADEMARKLICENSE AGREEMENT**

 

**THISTRADEMARK LICENSE AGREEMENT** (“Agreement”) made this December20, 2004  (the “Effective Date”) between **GLADSTONE MANAGEMENT CORPORATION**, acorporation 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 CAPITALCORPORATION**, a corporation organized and existing under the laws ofthe state of Delaware, with its principal place of business at 1616 AndersonRoad, 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 withfinancial services, namely, lending money to businesses, investment of fundsfor others, financial investment in the field of real estate, lease-purchasefinancing, 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 evidencedby United States Serial No. 76/597,879;

 

**WHEREAS**,Licensee desires a license to use the Marks on a worldwide basis in connectionwith the Gladstone Services offered by Licensee in the field of financialinvestments;

 

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

 

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

 

**1.             LICENSE GRANT**:  Licensorhereby grants to Licensee a non-assignable, revocable, nonexclusive license touse the Marks in connection with services relating to debt, equity and otherfinancial investments, namely, investment of funds for others in companies, andin connection with the advertising, promotion, sale and marketing of suchservices.

 

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

 

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

 

**4.             ACKNOWLEDGMENTS: **Licensee herebyacknowledges 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 thereputation and goodwill associated with the Marks, and acknowledges that theMarks have acquired secondary meaning, and that all related rights and goodwillbelong exclusively to Licensor.  

 

**5.             LIMITED LICENSE:**Nothing in this Agreementshall 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 propertyowned by Licensor other than as specified herein.  All rights not expressly granted herein toLicensee are reserved to Licensor and may be exercised and exploited byLicensor during the term of this Agreement freely and without restriction orlimitation.  Licensor shall have theright to exploit its intellectual property in any manner whatsoever, includingwithout limitation, the right to license the Marks to a third party during theterm of the Agreement.

 

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

 

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

 

**a.            **do or permit tobe done any act or thing which prejudices, infringes or impairs the rights ofLicensor with respect to the Marks;

 

**b.            **represent that ithas any right, title, or interest in or to the Marks, other than the limitedlicense granted hereunder; 

 

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

 

**d.            **offer any goodsor services, or otherwise do anything, in connection with the Marks thatdamages or reflects adversely upon Licensor, its subsidiaries or affiliatedcompanies or any of their trademarks, trade names, logos or domain names;and/or

 

**e.            **continue any useor action in relation to or in connection with the Marks or this Agreement ifobjected to by Licensor.** **

 

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**8.             ASSIGNMENT, SUB-LICENSING:**  This agreement and the rights hereunder shallbe freely assignable by Licensor.  ThisAgreement and the rights hereunder shall not be assignable by Licensee withoutthe prior written consent of Licensor, and any attempt to assign this Agreementand/or the rights hereunder without such consent is null and void.  Further, this Agreement and the rights hereingranted may not be sub-licensed by Licensee except to a company in whichLicensee has a majority ownership interest. Any attempt to sub-license this Agreement and/or the rights hereunder inviolation 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 rightshereunder may be assigned or sub-licensed pursuant to Section 8 above, thisAgreement shall inure to the benefit of and be binding upon the Parties’assignees and sub-licensees.  By takingan assignment or sub-license, an assignee or sub-licensee shall be deemed tohave accepted and agreed to perform all of the rights and obligations of theassignor or sub-licensor under this Agreement.

 

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

 

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

 

**b.**             if Licensee files a petition inbankruptcy or is adjudicated a bankrupt or insolvent, or makes an assignmentfor the benefit of creditors, or an arrangement pursuant to any bankruptcy orinsolvency law.

 

Moreover, this Agreementmay be terminated by either party upon THIRTY (30) days prior writtennotice.  Such termination may be with orwithout cause and in the event thereof neither party shall be liable to theother for any loss, expense, liability, termination compensation or payments ofany kind, including but not limited to, any investment, promotion or sellingexpense. Upon termination of this Agreement, Licensee shall immediatelydiscontinue all use of the Marks.

 

**11.          NOTIFICATION OF INFRINGEMENT: **Licensee shall notifyLicensor in writing of any manufacture, distribution, sale or advertisement ofany product or offering of any service, or any other activity, that mayconstitute an infringement upon Licensor’s rights or Licensee’s authorized useof the Marks.  Licensee shall notcommence, prosecute or institute any action or proceeding against any person,firm, or entity alleging infringement, imitation, or unauthorized use of theMarks.

 

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

 

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settlements recovered orarising from any action or proceeding relating to the Marks shall belong solelyand exclusively to Licensor.

 

**13.          QUALITY STANDARDS:**  So that the value of the goodwill andreputation associated with the Marks will not be diminished, Licensee shallhave an obligation to ensure that all services offered by Licensee under or relatingto the Marks, and all promotional, advertising and marketing materials bearingthe Marks, shall (a) be at least the same uniform high quality as offered byLicensee immediately prior to the effective date of this Agreement, and (b)meet any reasonable quality standards that Licensor may issue from time to timeat its discretion.  To monitor forLicensee’s adherence to such obligations, Licensor shall have the right toreview any services, promotional materials, advertising materials, or marketingmaterials offered, rendered or distributed by Licensee or on behalf of Licenseeunder the Marks.  Services, promotionalmaterials, or marketing materials with or on which the Marks are used that donot meet the quality standards or other requirements set forth in thisAgreement shall not be sold, offered, distributed, or in any way promoted inconnection with the Marks, and all references to the Marks on promotionalmaterials and marketing materials shall be removed at Licensee’s expense.  If the quality of the services, or of anypromotional and marketing materials, associated with the Marks falls below suchquality, Licensee shall use its best efforts to restore such quality.  In the event that Licensee has not taken appropriatesteps to restore such quality within THIRTY (30) days after receiving fromLicensor notification that Licensee in is breach of this Paragraph 13, Licensorshall have the right to require that Licensee immediately cease using theMarks, and Licensee acknowledges that it shall do so if instructed accordinglyby Licensor.

 

**14.          LICENSING NOTICE:**Licenseeshall include a notice on all advertising, promotional literature, Internetsites, and other marketing materials that the Marks are licensed fromLicensor.  The notice shall be as followsor as otherwise specified by Licensor:

 

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

 

**15.          CHOICE OF LAW: **ThisAgreement shall be governed by and construed under the laws of the Commonwealthof Virginia, excluding conflicts of laws principles.  Any suit hereunder may be brought in thefederal or state courts of the Commonwealth of Virginia, and both Partieshereby agree to submit to the jurisdiction thereof.

 

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

 

**17.          INDEMNITY:** Licensee hereby agrees toindemnify, defend, and hold Licensor harmless from and against any and allclaims, suits, obligations, causes of action, liabilities, costs, and damagesbased upon, arising out of, or directly or indirectly related to, theoperations or business conducted by Licensee under this or related to thisAgreement.  Said indemnity shall furtherextend to the Licensee’s performance or nonperformance under this Agreement,including any default on the part of the Licensee, whether or not any suchviolation or failure to comply has been disclosed to Licensor.  This indemnity and all representations andwarranties made by the Parties herein or in any instrument or document furnishedin connection herewith shall survive termination of the Agreement.

 

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**18.          ENTIRE AGREEMENT:**  This Agreement constitutes the understandingof the Parties with respect to the subject matter of this Agreement andsupersedes all prior understandings, whether written or oral, express orimplicit, pertaining to the subject matter of this Agreement.  This Agreement shall not be modified exceptby written instrument agreed to and executed by both Parties, or theirauthorized representatives.   Facsimilesand photo copies of executed versions of this Agreement shall be treated asoriginals.

 

**IN WITNESS WHEREOF**,the Parties hereto have executed this Agreement as of the day and the yearfirst 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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**APPENDIXA**

 

**GLADSTONE**

 

 

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