Trade Mark Licence Agreement

  1. Introduction

The Australian Society of Orthopaedic Surgeons (ACN 056 637 971) (ASOS) is the national association of practising orthopaedic surgeons and is the owner of the trade mark shown below (Trade Mark):

This Agreement sets out the terms upon which members of ASOS may use the Trade Mark.

  1. Who may use the Trade Mark

The Trade Mark may only be used by members in good standing with ASOS in the membership categories of Ordinary, Registrar, Senior Active, 1st Year Post-Fellowship, Emeritus and Honorary (each, a Member). Affiliate members are not permitted to use the Trade Mark.

  1. Period for which the Trade Mark may be used

A Member may only use the Trade Mark for the period in which the Member maintains a valid membership with ASOS, unless terminated earlier in accordance with paragraph 6 (Membership Period).

  1. Permitted purposes for which the Trade Mark may be used

ASOS grants the Member a non-exclusive and non-transferrable licence to use the Trade Mark during the Membership Period only for the following purposes (Permitted Purposes):

  • on the Member’s website to provide patient and public information, provided that such information is published in accordance with the advertising guidelines of the Medical Board of Australia and any other relevant authorities;
  • on the Member’s approved social media platforms in conjunction with posts authorised by ASOS;
  • on the Member’s website, provided it is designed to promote the aims and objects of ASOS, as defined in the ASOS Memorandum and Articles of Association, and provided such use is approved by ASOS in writing; or
  • for any other purpose for which ASOS has given its prior written approval.
  1. Terms for the use of the Trade Mark

The Member agrees that:

  • it will be bound by, and only use the Trade Mark in accordance with, this Agreement;
  • all right, title and interest (including copyright) and goodwill in the Trade Mark is and remains the property of ASOS;
  • it obtains no right or interest whatsoever in the Trade Mark other than the licence granted under this Agreement;
  • it will immediately comply with the reasonable directions, requests and requirements of ASOS while using the Trade Mark, including ceasing to use the Trade Mark when directed;
  • it will not do, or cause to be done, any thing that may invalidate or adversely affect ASOS’ rights in relation to the Trade Mark, including:
    • applying for the registration of the Trade Mark or any other trade mark which is substantially identical to deceptively similar to the Trade Mark;
    • opposing any application by ASOS for registration of the Trade Mark or any other trade mark that incorporates the ASOS name (whether in full or an acronym) or seeking removal or cancellation of any registration of the Trade Mark or such other trade mark;
  • it will not use, create or develop any domain name, company name or business name which is substantially identical to deceptively similar to the Trade Mark; and
  • it will promptly notify ASOS if it becomes aware of:
    • any unauthorised use of the Trade Mark by a third party; or
    • any legal proceedings, or threatened legal proceedings, or claim which may involve the Trade Mark, including any allegation of infringement, passing off or misleading and deceptive conduct.
  1. Termination of this Agreement
    6.1 This Agreement will terminate:

      • automatically at the end of the Member’s Membership Period; or
      • immediately on written notice by ASOS if:
        • the Trade Mark is used by the Member for any purpose than the Permitted Purposes;
        • in the reasonable opinion of ASOS, the use of the Trade Mark by the Member is likely to bring ASOS, its affiliates and/or its members into disrepute, or is contrary to the aims and objectives of ASOS;
        • the Member is in breach of this Agreement, the Terms and Conditions of Membership or the ASOS Memorandum and Articles of Association; or
        • the Member fails to comply with any relevant law, regulation, guideline or authority relating to the use of the Trade Mark.

    6.2 On termination of this Agreement, the Member must:

      • immediately cease use of the Trade Mark; and
      • remove all references to ASOS and the Trade Mark on its website, social media platforms and all other materials or places where it has used, stored or displayed the Trade Mark.
  1. General Provisions

7.1 The Member indemnifies and must keep indemnified ASOS from and against all loss and damage suffered by ASOS as a result of the Member’s use of the Trade Mark other than in accordance with this Agreement.

7.2 Each party will, from time to time, do all things (including executing all documents) necessary or desirable to give full effect to this Agreement.

7.3 This Agreement is governed by the laws of New South Wales and each party irrevocably submits to the non-exclusive jurisdiction of the courts of New South Wales.