Exhibit 10.9


 


FORM OF 


LICENSE AGREEMENT


 


THIS AGREEMENT dated as of __________ ___, 2005 is made by and between Aigaion Oil Anonimi Eteria Viomhxanias Kai
Emporias Petrelaioeidon, a Greek corporation with an address at 42
Hatzikyriakou Avenue, Piraeus 185 38 Athens, Greece, (“Licensor”) and Aegean
Marine Petroleum Network Inc., a Marshall Islands corporation with an address
at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405,
Majuro, Marshall Islands MH96960, (“Licensee”).


 


RECITALS


 


A.                                   Licensor is the owner of Greek trademark
registration no. 141623 for the mark shown in Exhibit A hereto (the “Mark”) and
has been using the Mark in its entirety as well as individual components
thereof (the Mark in its entirety and the individual components thereof are
collectively referred to hereinafter as the “Marks”) in connection with ship
bunkering and related services (the “Services”).


 


B.                                     Licensee has, with the consent of
Licensor, used the Marks in connection with the Services and the parties wish
to document Licensor’s consent by the execution of this Agreement.


 


C.                                     Licensee wishes to continue to use the
Marks in connection with the Services and it is the desire and intention of the
parties that Licensee be permitted to continue to use the Marks in accordance
with the terms hereof.


 


For good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in consideration of the mutual covenants set forth herein, it
is agreed as follows:


 


1.                                     Grant of License. 
Subject to the terms, covenants and conditions herein set forth,
Licensor grants to Licensee, to the extent that it has the right to do so, a
non-transferable (except as hereinafter provided), non-exclusive, world-wide,
royalty-free right and license to use the Marks in connection with Licensee’s
business plans as set forth in Licensee’s Prospectus dated _____________, 2005
including, without limitation, in connection with the Services and the
promotion, advertising and marketing thereof (collectively, the “Licensed
Services”).  Licensor acknowledges that
Licensee has been using the Marks with the consent of Licensor through Licensee’s
related company, Aegean Marine Petroleum S.A., a Liberian entity, and Licensor
hereby consents to such continued use.


 


2.                                       Ownership.  (a)  Licensee acknowledges that, as between
Licensee and Licensor, the Marks are the sole and exclusive property of
Licensor, and Licensee agrees that it will not contest ownership or validity of
the Marks or oppose or seek to cancel any registration thereof by
Licensor.  Licensee agrees that any and
all rights that might have been or might be acquired by its use of the Marks
shall inure to the benefit of Licensor. 
Licensor 


 





















 


makes no
representations or warranties in respect of the relative superiority of its
rights in the Marks to the rights of any third party in the Marks.


 


(b)    Licensor reserves all rights to use without
limitation the Marks, including for the Licensed Services, in such manner as
Licensor shall in its sole discretion deem appropriate or advisable, or to
discontinue its use of the Marks. 
Nothing in this Agreement shall be construed to limit Licensor’s right
to grant a license to any person or entity to use the Marks.


 


3.                                     Quality Control. 
The Licensed Services offered and/or performed by Licensee under the
Marks shall be of high standard and shall be offered and performed in
accordance with all applicable laws and regulations.  Licensee agrees to comply with rules set
forth from time to time by Licensor with respect to the appearance and manner
of use of the Marks, which rules shall not
unreasonably restrict Licensee’s ability to engage in the Licensed Services.  Licensee shall furnish to Licensor, prior to
any use, materials on which the mark appears (“Materials”) and Licensor
shall have the right to approve or disapprove the use of any or all such
Materials, and any such approval shall not
be unreasonably withheld.


 


4.                                       Trade Name. 
(a) Licensor authorizes Licensee to adopt and use the Marks as part of
its present corporate name or trade name during the term of this Agreement.


 


                                                (b) 
Immediately upon termination of this Agreement, Licensee will, at its
sole expense, change its corporate name or trade name to eliminate any use of
the Marks and will file all necessary documents and amendments to accomplish
such changes in each country or state where it is registered or authorized to
do business.


 


5.                                     Termination. 
(a) In the event Licensee materially breaches this Agreement, Licensor
may terminate this Agreement by giving Licensee written notice specifying the
particulars of the breach and providing a period of ninety (90) days to cure
the breach.  If Licensee’s breach shall
not have been substantially cured within the ninety (90) days, then this
Agreement shall be deemed terminated at the end of the said ninety (90) day
period unless otherwise agreed in writing by the parties.  Licensee may terminate this Agreement at any
time by written notice to Licensor.


 


                                                (b) 
Upon termination of this Agreement all rights of Licensee under the
license granted hereunder shall terminate and revert automatically to Licensor,
and Licensee shall, at its sole cost and expense, immediately discontinue all
use and distribution of the Marks and materials containing the Marks, and
thereafter Licensee shall no longer use or have the right to use the Marks or
any variation thereof, or any word or mark similar thereto or likely to be
confused therewith.


 


6.                                     Infringement. 
(a) Licensor shall have the sole right, at its expense, to bring any
action on account of any infringement or unauthorized use of the Marks by
others and Licensee shall cooperate with Licensor, as Licensor may request, in
connection with any such action brought by Licensor.  Licensor shall retain any and all damages,
settlement or 


 


 


 


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compensation paid
in connection with any such action brought by Licensor.  Licensee shall promptly notify Licensor of
any and all infringements or other illegal uses of the Marks which come to
Licensee’s attention.


 


                                                (b) 
Licensor shall have the sole right, at its expense, to defend and settle
any action that may be commenced against Licensor or Licensee alleging that the
Marks infringe any rights of third parties. 
Licensee shall, at the direction of Licensor, promptly discontinue its
use of the Marks alleged to infringe the rights of such third party.


 


                                                (c) 
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, LICENSOR SHALL HAVE NO
LIABILITY TO LICENSEE FOR OR IN RESPECT OF ANY CLAIM BY ANY THIRD PARTY THAT
LICENSEE’S USE OF THE MARKS INFRINGES UPON OR OTHERWISE VIOLATES ANY
PROPRIETARY OR OTHER RIGHTS OF SUCH THIRD PARTY.


 


7.                                     Independent Contractors. 
The relationship between Licensor and Licensee created by this Agreement
shall be that of independent contractors. 
Nothing contained herein shall be construed to place Licensee and
Licensor in the relationship of legal representatives, partners, joint
ventures, franchises or agency, and Licensee shall have no power to obligate or
bind Licensor in any manner whatsoever.


 


8.                                       Survival of Terms. 
The terms, covenants and conditions contained in Sections 2, 4(b), 5(b),
6 and 7 hereof shall survive termination of this Agreement.


 


9.                                       Severability. 
If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, such determination shall not
affect the validity or enforceability of any other part or provision of this
Agreement.


 


10.                                 General Provisions. 
(a) Notices.  All notices
to be given hereunder shall be in writing and will, unless otherwise provided,
be delivered personally or sent by confirmed facsimile transmission or
overnight courier service, proper postage prepaid, to the address set forth in
the first paragraph of this Agreement, or such other address as a  party may from time to time designate by
notice.


 


(b)  Assignment.  (i) 
This Agreement and the rights and duties hereunder are personal to
Licensee and shall not be assigned, mortgaged, sublicensed or otherwise
encumbered by Licensee or by operation of law without the prior consent of
Licensor, except that this Agreement and Licensee’s rights and duties hereunder
are freely transferable by Licensee, without the consent of Licensor, in
connection with the sale of all or substantially all of the assets of
Licensee.  Pursuant to Section 1 above,
Licensor acknowledges that Licensee has been using the Marks with the consent
of Licensor through Licensee’s related company, Aegean Marine Petroleum S.A., a
Liberian entity, and Licensor hereby consents to such continued use.


 


 


 


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(ii)  Licensor
may assign or otherwise transfer this Agreement at any time without Licensee’s
consent.  Licensor may assign or
otherwise transfer the Marks at any time without Licensee’s consent.


 


(iii)  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their successors and assigns, recognizing that the assignment, mortgage,
sublicense or other transfer of this Agreement by Licensee is limited as set
forth above in Section 10(b)(i).


 


                                                (c) 
Waiver.  No rights of any
party arising under this Agreement or any provision hereof shall be waived
except in writing.  A waiver by any party
of its rights under this Agreement or any breach of this Agreement shall not be
construed as a waiver of any other rights or of any other breach.


 


                                                (d) 
Remedies; Specific Performance. 
No right or remedy conferred upon either party under this Agreement is
intended to be exclusive of any other right or remedy.  Licensee acknowledges and agrees that in the
event Licensee does not perform this Agreement in accordance with its specific
terms and conditions, or otherwise breaches the terms and conditions of this
Agreement, immediate and irreparable harm to Licensor would occur, Licensor
would have no adequate remedy at law, and Licensor shall be entitled to seek
and obtain immediate injunctive relief to prevent breaches and to enforce
specifically the terms and conditions of this Agreement.


 


                                                (e) 
Governing Law. The interpretation and performance of this
Agreement shall be controlled by and construed under the laws of the State of
New York without regard to conflicts of laws principles.  Any judicial proceeding brought with respect
to this Agreement must be brought in the United States District Court for the
Southern District of New York or any court of competent jurisdiction in the
State of New York located in the City of New York.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement as of the date hereof.


 


 


 


	
  AIGAION OIL ANONIMI ETERIA

  VIOMHXANIAS KAI EMPORIAS

  PETRELAIOEIDON

  	
   

  	
  AEGEAN MARINE PETROLEUM

  NETWORK INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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EXHIBIT A


 


 


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