REVISION 8 | FM-011 | 2019-012 | 02.04.19 | PDF
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PART 5 - PAGE 2 OF 5
3. Marking Party shall not use the API Monogram or Licensee’s license numbers on letterheads, or in any advertising (including
company-sponsored websites) without prior written authorization by API.
4. Licensee agrees to permit the use of the API Monogram and applicable license numbers on products to Marking Party only as
specified by API and controlled by Licensee’s pertinent procedures. The Licensee agrees that it and Marking Party will use the API
Monogram only on Licensee’s products that meet all of API’s requirements and agrees to assume full and complete responsibility
for use of the API Monogram on its products. Licensee shall enter into an agreement allowing the Marking Party to use the
Licensee’s API License Number in conjunction with and only in conjunction with the marking of the Licensee’s products. Licensee
shall remain responsible for ensuring that all products meet the requirements of Licensee’s license agreement.
5. Marking Party understands and agrees that Marking Party’s facility may be audited periodically, at Licensee’s cost, during the
term of this license to determine whether or not Licensee may continue to qualify for the authorization to use the API Monogram.
The frequency of the periodic audits will be at the discretion of API. Marking Party agrees to permit API, or any approved API
auditor to conduct such audits. Marking Party agrees that API’s representatives shall, after giving reasonable notice, have the
access to the facilities covered by this Agreement in order to perform these audits.
6. Marking Party agrees to immediately cease applying the API Monogram and notify API if:
(a) It has evidence or information which indicates that Licensee’s products displaying the API Monogram do not conform to API’s
requirements, or
(b) It has evidence or information that Licensee’s quality management system does not meet API requirements, or
(c) It is no longer processing/manufacturing equipment for Licensee at the facility, or
(d) It no longer has a contractual relationship with Licensee for the process/manufacture of equipment.
7. Marking Party agrees to assist API in the enforcement of any rights of API in the API Monogram Program. Marking Party agrees
that it will not perform any acts which directly or indirectly assist a third-party, including but not limited to the Licensee, in using
the API Monogram and/or license numbers without authorization. The Marking Party agrees to notify API in writing of any
infringements or limitations by third parties of the API Monogram which may come to the Marking Party’s attention. API shall have
the sole right to determine whether or not any action shall be taken, at its sole expense, on account of any such infringement
or limitation.
8. Marking Party agrees that API is the sole owner of the API Monogram and agrees not to take any actions which are inconsistent
with API’s ownership rights including, but not limited to, challenging API’s ownership rights, challenging the validity of the API
Monogram or any registrations and applications thereof, and/or attempting to register the API Monogram or other API mark in any
country, state, or other jurisdiction.
9. Marking Party agrees that API is to rely upon Marking Party’s representations in granting the Licensee the authorization to use the
API Monogram at the Marking Party’s facility. Marking Party agrees that if any action or proceeding is brought by API to enforce,
protect or establish any right or remedy with respect to this Agreement (including, but not limited to, the failure of the Licensee to
pay applicable fees or audit costs) or with respect to the subject matter of this Agreement or with respect to the equipment that is
manufactured at the Facility, API shall be entitled to recover damages and reasonable attorney’s fees and costs.
10. Trade Sanctions. Licensee shall be solely responsible for ensuring its compliance with applicable laws and regulations.
Except as authorized by law, Licensee agrees that it will not export, re-export or disclose any product or technical data provided under
this Agreement contrary to the laws and regulations of the United States and other countries relating to export trade, or to any country,
entity or other party that is ineligible to receive such items under U.S. laws and regulations, including, but not limited to, regulations
of the U.S. Department of Commerce or the U.S. Department of the Treasury.
Except as authorized by law, Licensee specifically warrants that it does not currently and shall not export or re-export any product
or technical data supplied hereunder to any country or party subject to embargo or restrictions under U.S. law or regulations, which
as of the signing of this Agreement, include, but are not limited to:
(a) Countries subject to economic sanction under Executive Order of the President, regulations of the U.S. Treasury Department,
or other U.S. law; and parties controlled by or acting for the governments of those countries, including, but not limited to, Cuba,
Iran, Syria, North Korea, and the Crimea region of Ukraine;
CONTINUED >>
API Monogram Program Alternative Marking of Products License Agreement
Part 5 – License Agreement