**Exhibit 10.6**
**TRADEMARK LICENSE AGREEMENT**
     **THIS TRADEMARK LICENSE AGREEMENT**(“Agreement”) made this December 20, 2004 (the “EffectiveDate”) between **GLADSTONE MANAGEMENT CORPORATION**, a corporation organized and existing under thelaws of the state of Delaware, with its principal place of business at 1616 Anderson Road, McLean,Virginia 22102 (“Licensor”), and **GLADSTONE COMMERCIAL CORPORATION**, a corporation organized andexisting under the laws of the state of Delaware, with its principal place of business at 1616Anderson Road, McLean, Virginia 22102 (“Licensee”) (together, the “Parties”).
     **WHEREAS**, Licensor is the owner of the GLADSTONE word mark and the GLADSTONE & Diamond G DesignLogo, both displayed in Appendix A attached hereto (the “Marks”), which Licensor has adopted, usedand 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-purchasefinancing, and leasing of real property (the “Gladstone Services”);
     **WHEREAS**, Licensor owns a United States application to register the GLADSTONE & Diamond GDesign 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 withthe 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 theterms and conditions hereinafter recited;
     **NOW, THEREFORE**, in consideration of the mutual rights and obligations contained herein, theParties 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 andother financial investments, namely, investment of funds for others in companies, and in connectionwith the advertising, promotion, sale and marketing of such services.
     **2. ROYALTY PAYMENT:**In consideration for the license granted hereunder, Licensee agrees tomake a yearly royalty payment to Licensor, due on January 1 of each new year throughout the term ofthe Agreement. The first such royalty payment, due on January 1, 2005, shall be in the amount ofOne Dollar (US$1). The amount of the annual royalty payment due for each subsequent year shall bereviewed and negotiated by the Parties every December preceding the upcoming year to assure that itcontinues to reflect the arm’s length value of the rights granted to Licensee under the terms ofthis Agreement. If the Parties are unable to mutually agree on an acceptable royalty payment forthe upcoming year by December 31 of the year preceding the upcoming year, the license grantedhereunder shall be revoked indefinitely until the Parties are able to reach an agreement on theroyalty payment.
 

 

     **3. DISPLAY OF THE MARKS:**Licensee will display the Marks only in such form and manner asdisplayed in Appendix A attached hereto, except that Licensor shall also be permitted to (a) usethe word marks and trade names GLADSTONE COMMERCIAL and GLADSTONE COMMERCIAL CORPORATION inconnection with the services 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 marks GLADSTONE, GLADSTONECOMMERCIAL, and GLADSTONE COMMERCIAL CORPORATION.
     **4. ACKNOWLEDGMENTS:**Licensee hereby acknowledges the validity of the Marks and Licensor’sexclusive right, title, interest and all related rights in and to the Marks. Licensee furtherrecognizes the value of the reputation and goodwill associated with the Marks, and acknowledgesthat the Marks have acquired secondary meaning, and that all related rights and goodwill belongexclusively to Licensor.
     **5. LIMITED LICENSE:**Nothing in this Agreement shall be construed to grant Licensee any rightsor license to any trademark, trade name, certification mark, service mark, domain name, productname, logo, trade secret, technical information, copyright or other intellectual property owned byLicensor other than as specified herein. All rights not expressly granted herein to Licensee arereserved to Licensor and may be exercised and exploited by Licensor during the term of thisAgreement freely and without restriction or limitation. Licensor shall have the right to exploitits intellectual property in any manner whatsoever, including without limitation, the right tolicense 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 whichaccrue to Licensee arising from its use of the Marks.
     **7. PROTECTION OF THE MARKS:**Licensee shall cooperate with Licensor in taking all appropriatemeasures for the protection of the Marks, including but not limited to the use of appropriatetrademark symbols in connection with the same, and shall faithfully observe and execute therequirements, procedures, and directions of Licensor with respect to the use and protection of theMarks. 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 rightsof Licensor with respect to the Marks;
          **b. **represent that it has any right, title, or interest in or to the Marks, other than thelimited license granted hereunder;
          **c. **use, register or attempt to register any trademarks, trade names, or logos, that areidentical to, or confusingly similar to the Marks or any other trademarks, trade names or logos ofLicensor or any of its subsidiaries or affiliated companies;
          **d. **offer any goods or services, or otherwise do anything, in connection with the Marks thatdamages or reflects adversely upon Licensor, its subsidiaries or affiliated companies or any oftheir trademarks, trade names, logos or domain names; and/or
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          **e. **continue any use or action in relation to or in connection with the Marks or this Agreementif objected to by Licensor.
     **8. ASSIGNMENT, SUB-LICENSING:**This agreement and the rights hereunder shall be freelyassignable by Licensor. This Agreement and the rights hereunder shall not be assignable byLicensee without the 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 therights herein granted may not be sub-licensed by Licensee except to a company in which Licensee hasa majority ownership interest. Any attempt to sub-license this Agreement and/or the rightshereunder 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 beassigned or sub-licensed pursuant to Section 8 above, this Agreement shall inure to the benefit ofand be binding upon the Parties’ assignees and sub-licensees. By taking an assignment orsub-license, an assignee or sub-licensee shall be deemed to have accepted and agreed to perform allof 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 andshall continue in full force and effect until terminated. The Agreement and the license grantedherein 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, ormakes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy orinsolvency law.
Moreover, this Agreement may be terminated by either party upon THIRTY (30) days prior writtennotice. Such termination may be with or without cause and in the event thereof neither party shallbe liable to the other for any loss, expense, liability, termination compensation or payments ofany kind, including but not limited to, any investment, promotion or selling expense. Upontermination of this Agreement, Licensee shall immediately discontinue all use of the Marks.
     **11. NOTIFICATION OF INFRINGEMENT:**Licensee shall notify Licensor in writing of anymanufacture, distribution, sale or advertisement of any product or offering of any service, or anyother activity, that may constitute an infringement upon Licensor’s rights or Licensee’s authorizeduse of the Marks. Licensee shall not commence, prosecute or institute any action or proceedingagainst any person, firm, or entity alleging infringement, imitation, or unauthorized use of theMarks.
     **12. INFRINGEMENT ACTION:**Licensor shall have the sole right to determine the appropriateaction to be taken against any infringement, imitation, or unauthorized use of the Marks includinghaving 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 inobtaining any protection of Licensor’s rights to the Marks at no expense to
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Licensor. Licensee shall not have any rights or claim against Licensor for damages orotherwise arising from any determination by Licensor to act or not to act with respect to anyalleged infringement, imitation or unauthorized use by others, and any such determination byLicensor shall not affect the validity or enforceability of this Agreement. Any and all damagesand settlements recovered or arising from any action or proceeding relating to the Marks shallbelong solely and exclusively to Licensor.
     **13. QUALITY STANDARDS:**So that the value of the goodwill and reputation associated with theMarks will not be diminished, Licensee shall have an obligation to ensure that all services offeredby Licensee under or relating to the Marks, and all promotional, advertising and marketingmaterials bearing the 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 reasonablequality standards that Licensor may issue from time to time at its discretion. To monitor forLicensee’s adherence to such obligations, Licensor shall have the right to review any services,promotional materials, advertising materials, or marketing materials offered, rendered ordistributed 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 standardsor other requirements set forth in this Agreement shall not be sold, offered, distributed, or inany way promoted in connection 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 theservices, or of any promotional and marketing materials, associated with the Marks falls below suchquality, Licensee shall use its best efforts to restore such quality. In the event that Licenseehas not taken appropriate steps to restore such quality within THIRTY (30) days after receivingfrom Licensor notification that Licensee in is breach of this Paragraph 13, Licensor shall have theright to require that Licensee immediately cease using the Marks, and Licensee acknowledges that itshall do so if instructed accordingly by Licensor.
     **14. LICENSING NOTICE:**Licensee shall include a notice on all advertising, promotionalliterature, Internet sites, and other marketing materials that the Marks are licensed fromLicensor. The notice shall be as follows or as otherwise specified by Licensor:
“The GLADSTONE word mark and the GLADSTONE & Diamond G Design mark aretrademarks of Gladstone Management Corporation and are used under license toGladstone Commercial Corporation.”
     **15. CHOICE OF LAW:**This Agreement shall be governed by and construed under the laws of theCommonwealth of Virginia, excluding conflicts of laws principles. Any suit hereunder may bebrought in the federal or state courts of the Commonwealth of Virginia, and both Parties herebyagree to submit to the jurisdiction thereof.
     **16. SEVERABILITY:**In the event that one or more provisions of this Agreement shall, for anyreason, be held to be invalid, illegal, or unenforceable, the remaining provisions shall beunimpaired and shall be given full force and effect.
     **17. INDEMNITY:**Licensee hereby agrees to indemnify, defend, and hold Licensor harmless fromand against any and all claims, suits, obligations, causes of action, liabilities, costs, anddamages based upon, arising out of, or directly or indirectly related to, the operations orbusiness conducted by Licensee under this or related to this Agreement. Said indemnity shall
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further extend to the Licensee’s performance or nonperformance under this Agreement, includingany default on the part of the Licensee, whether or not any such violation or failure to comply hasbeen disclosed to Licensor. This indemnity and all representations and warranties made by theParties herein or in any instrument or document furnished in connection herewith shall survivetermination of the Agreement.
     **18. ENTIRE AGREEMENT:**This Agreement constitutes the understanding of the Parties withrespect to the subject matter of this Agreement and supersedes all prior understandings, whetherwritten or oral, express or implicit, pertaining to the subject matter of this Agreement. ThisAgreement shall not be modified except by written instrument agreed to and executed by bothParties, or their authorized representatives. Facsimiles and photo copies of executed versions ofthis Agreement shall be treated as originals.
     **IN WITNESS WHEREOF**, the Parties hereto have executed this Agreement as of the day and the yearfirst written above.   GLADSTONE MANAGEMENT CORPORATION GLADSTONE MANAGEMENT CORPORATION   By:  By:     Title:  Title:     Date:  Date: 
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**APPENDIX A**
**GLADSTONE**