How to write a sample trademark license contract
This contract is signed by ________ Company (hereinafter referred to as the licensor) Signed by __________ (hereinafter referred to as the licensee) on ___ month ___ of _________.
Whereas the licensor has certain valuable and registered ’s trademarks and service marks, and owns and may sell other Licensor property as described in Section 1 of the Attachment, including the “Trademarks.” This trademark is frequently used on radio or television and appears in various promotions and advertising businesses, is widely recognized by the public, and has a close relationship with the licensor in the public impression; whereas the licensee intends to manufacture, sell, to distribute products using this trademark; therefore, taking into account the guarantees of both parties, the following contract is concluded:
1. Authorization
1. Products
Subject to the terms set forth below, the Licensor grants the Licensee, and the Licensee accepts the license to use this trademark solely for the purpose of manufacturing, selling, and distributing the following products.
(Add product description)
2. Region
The licensing contract is only valid in _________. Licensee agrees not to directly or indirectly use or authorize the use of this trademark in other regions, and not to knowingly sell the products to third parties who intend or are likely to sell the products under the contract in other regions.
3. Deadline
The license contract will take effect on _________, and if not terminated in advance, it will expire on_______ _Date expired. If the contract conditions are met, the term of this contract will be automatically renewed every year until the last renewal ends on December 31, _________. Beginning on December 31 of _________, this license agreement will automatically renew for one year at the end of each period until December 31 of the next year, unless one party notifies the other party in writing of termination 30 days before the expiration of the contract. Enforcement of Contract.
2. Payment methods
1. Proportion
Licensee agrees to pay Licensor its or its affiliates ________% of the net sales of contracted products sold by the company, subsidiaries, etc. shall be used as royalties. "Net Sales" means total sales less quantity discounts and margins, but excluding cash discounts and non-collectible account discounts. No fees incurred in making, selling or exploiting the Products may be deducted from the royalties payable by Licensee. Licensee agrees that any payment of higher royalties or a higher percentage of license royalties to other licensors will automatically and immediately apply to this Contract.
2. Minimum usage fee
Licensee agrees to pay Licensor a minimum royalty fee_______ _USD as a minimum guarantee of royalties payable during the first period of the Contract, said minimum royalties being payable on or before the last of the first period. Down payments made at contract signing will not be included. This minimum royalty fee will not be refunded to Licensee under any circumstances.
3. Regular reports
After the first batch of contract products are shipped, the Licensee shall immediately report to the Licensor Provide a complete and accurate report describing the number of products sold by Licensee in the prior period, an overview, total sales, itemized discounts on total sales, net sales and profit in the prior period. Licensee will use the attached sample report provided to it by Licensor. Reports shall be provided to Licensor regardless of whether Licensee sold Products in the prior period.
4. Payment of royalties
Usage fees other than the minimum usage fee mentioned above must be delivered _________ days after the sales period, and the reports required above must be submitted at the same time. The licensor accepts the reports and usage fees provided by the licensee as required by the contract (or cash payment After using a check), if any inconsistency or error is found in the report or payment, it can be challenged at any time, and the licensee must promptly correct and pay. Payment shall be in U.S. dollars. Internal taxes payable in the license area shall be paid by the licensee .
3. Exclusive rights
1. Unless the license acknowledges that the contract is not within the valid area during the contract period This contract does not limit the licensor's right to grant others the right to use this trademark when selling the products described in Section 1.
2. The contract stipulates that if the licensor proposes to the licensee to purchase the products described in Section 1 for rewards, gifts or other promotions Arrangement, the Licensee has 10 days to decide whether to agree. If the Licensee does not accept this request within 10 days, the Licensor has the right to make incentives, gifts or other promotional arrangements through other producers. In this case, When the price paid by other producers is higher than the price paid by the licensor to the licensee, the licensee has 3 days to meet the producer's requirements for producing such products. The licensee guarantees not to sell the product without the written consent of the licensor. Contract products are offered as incentives together with other products or services and are not sold together with other products or services as incentives.
4. Reputation
Licensee acknowledges the value of the reputation associated with the trademark and acknowledges that the trademark, related rights and reputation associated with the trademark belong solely to the Licensor, This trademark has a subordinate meaning in the public impression.
5. Licensor’s Ownership and Protection of Licensor’s Rights
1. The licensee agrees not to question the ownership and other rights of the licensor in relation to the trademark during the validity period of the contract and thereafter, and not to question the validity of this contract. If the licensor can receive claims and lawsuits in a timely manner Notice, Licensor indemnifies Licensee against claims and actions arising solely from the use of the Trademarks authorized by this Contract, and Licensor may choose to defend against such actions. Without Licensor's consent, There should be no settlement of such claims and litigation.
2. The Licensee agrees to provide the Licensor with necessary assistance to protect the Licensor's rights in relation to the trademark. The Licensor may, at its own discretion, file claims and claims in its own name, in the name of the Licensee, or in the names of both parties. Responding to litigation. The licensee will notify the licensor in writing of any infringement and imitation of the trademark of the contract products within the scope of the knowledge; only the licensor has the right to decide whether to take action against such infringement and imitation. If the licensor has not obtained the prior consent With the written consent, Licensee shall not file suit or take any action with respect to infringement and counterfeiting.
6. Warranty and product liability insurance provided by the licensee
The licensee is responsible for its own and/or the licensor's unauthorized use of the trademarks and patents of the contracted products. , processes, facilities, ideas, and methods, defend against claims, lawsuits, or losses caused by other acts or product defects, and hold the licensor harmless from losses. The licensee will bear product liability insurance at its own expense with an insurance company qualified to operate in the ________ area to provide the licensor (and also the licensee) with reasonable coverage for claims, lawsuits or losses caused by product defects. Protect. Licensee will submit to Licensor a paid insurance policy with Licensor as the insured upon which Licensor will agree to sell the Products. Any changes to the insurance policy require prior consent from the licensor. Licensor shall have the right to require Licensee to provide it with a new insurance policy. The term licensor includes its officers, directors, agents, employees, subsidiaries and affiliates, persons whose names are licensed, packaging manufacturers, radio and television producers whose names are licensed, broadcasters, program sponsors and its advertising agencies, and the officers, directors, agents and employees of such persons.
7. Product quality
The Licensee agrees that the Contract Products will meet high standards in terms of style, appearance and Quality will be at its best and will protect and enhance the reputation of the trademark and the credibility it represents. At the same time, the production, sale, and distribution of the contracted products will comply with applicable federal, state, and local laws and shall not affect the reputation of the licensor, its plans, and the trademark itself.
In order to achieve this goal, Licensee shall Before selling the contracted products, send a certain amount of product samples, their packaging cartons, containers and packaging materials to the Licensor free of charge to obtain the Licensor's written consent. The quality and style of the contract products and their cartons, containers and packaging materials are subject to the approval of the licensor. Each Product submitted to Licensor cannot be deemed approved without its written consent. Once a sample has been approved as described in this section, Licensee may not make substantial changes without Licensor's written consent.The licensor cannot revoke its consent to the samples unless it notifies the licensee in writing 60 days in advance. After the licensee starts selling the contracted products, at the request of the licensor, random samples of no more than ________ pieces and related cartons, packaging boxes and packaging materials will be provided to the licensor free of charge.
8. Labels
1. The licensee agrees to sell the products under the license contract or advertise the products , promotional and display materials will be marked with "Registered Trademark ________ Company ________ Year" in accordance with the provisions of Trademark Rights Articles 5 and 6 in the attachment to Section 1, or other marks required by the licensor. If a product, or its advertising, promotional, or display materials contain a trademark or service mark, a legal notice and application for registration should be included. If the product is sold in the market with a trademark on its packaging cartons, containers or packaging materials, the corresponding logo should also be marked on the above-mentioned items. Licensee's use of small plates, labels, signs or other marks to indicate the Trademark in advertising, promotional and display materials requires Licensor's prior consent. Licensor's consent does not constitute a waiver of Licensor's rights and Licensee's responsibilities under this contract.
2. The licensee agrees to act in good faith with the licensor Cooperate to ensure and maintain the rights of the licensor (or the licensor’s licensor) in the trademarks. If the trademarks, products, and related materials have not been registered in advance, the Licensee shall, at the Licensor's request and at the Licensor's expense, properly register the copyright, trademark, and service mark in the name of the Licensor, or shall, at the Licensor's request, Register in the licensee’s own name. However, both parties acknowledge that this contract shall not be deemed to transfer any rights, title and interest related to the Trademark to the Licensee. Both parties confirm that except for the licensee's right to use the trademark strictly in accordance with this license contract, all other relevant rights are retained by the licensor. The licensee agrees to return to the licensor all rights, interests, reputation, ownership, etc. related to the trademark that it has acquired or obtained by performing actions under the contract when the contract is terminated or expires. The Licensee will take all measures required by the Licensor to complete the above actions. The scope of such surrendered rights can only arise based on this contract or the agreement between the parties.
3. The licensee agrees that its use of the trademark will not harm the interests of the licensor, and will not harm the interests of the licensor due to its use. to obtain any rights in the trademark.
9. Promotional Materials
1. Under any circumstances , if the licensee expects to obtain promotional materials for the products under this contract, the cost and time of producing the promotional materials shall be borne by the licensee. The property rights of all promotional materials involving the trademarks of this contract or their reproductions shall belong to the licensee, Although the Promotional Materials may be invented or used by Licensee, Licensor shall have the right to use or license them to other parties.
2. The licensor has the right, but not the obligation, to use the trademarks in this contract or the licensee's trademarks to make the trademarks in this contract, the licensor or the licensee The Licensor shall have no obligation to continue to promote this Contract Trademark or its figures, symbols or designs in radio or television programs.
3. The Licensee agrees not to use the Content on a radio or television station without the prior written approval of the Licensor. Promotion or advertising of products under the contract trademark. Licensor is free to approve or disapprove at its discretion.
10. Distribution
1. The licensee agreesIt is intended that it will exercise due diligence and continue to manufacture, distribute or sell the products under this contract, and will make necessary and appropriate arrangements for this purpose.
2. The licensee shall Without the written consent of merchants, retail stores and traders, etc.
11. Accounting records
The Licensee agrees to establish and retain all relevant transaction activities under this Contract accounting books and records. The Licensor or its authorized representative shall have the right at any reasonable time to inspect such accounting books or records and all other documents and information related to the transaction that are under the control of the Licensee. Excerpts may be made by the Licensor or its authorized representatives for the above purposes. At the Licensor's request, the Licensee shall, at its own expense, record all sales activities up to the date of the Licensor's request, including quantities, specifications, gross prices and net prices, etc., in an independent and open account, Provide the licensee with a detailed accounting statement. All accounting books and records shall be retained until two years after the termination of this contract.
12. Bankruptcy, breach of contract, etc.
1. If the licensee 3 months after entering into the contract If the licensor does not start producing and selling a certain amount of the products mentioned in Section 1 within 3 months, or does not sell the products (or similar products) in a certain month after 3 months, the licensor may, in addition to taking other compensation measures, notify the licensee in writing The contract was terminated because it did not produce and sell the contracted products (or similar products) in that month. Notices are effective from the date they are sent by Licensor.
2. If the licensee files a bankruptcy filing, or is sentenced to bankruptcy, or has a legal liability against the licensee This license contract shall be automatic if a bankruptcy complaint is filed, or the licensee becomes insolvent, or the licensee is transferred for the benefit of its creditors, or arrangements are made in accordance with the bankruptcy law, or the licensee ceases operations, or someone takes over its operations. termination. Except with the written consent of Licensor, Licensee, its recipients, representatives, trustees, agents, administrators, successors or assigns shall have no right to sell, exploit or in any way operate the Contract Products, or related Cartons, containers, packaging materials, advertising, promotion and display materials. This must be observed.
3. If the licensee violates the terms of this contract The Licensor has the right to terminate the contract upon 10 days' written notice, unless the Licensee makes full compensation for its breach of contract to the Licensor's satisfaction within 10 days.
4. According to the terms mentioned in Article 12 , the termination of the license contract will not affect the other rights that the licensor has against the licensee. When the contract is terminated, the sales-based royalties are immediately due and payable immediately. The minimum royalties cannot be missed and the minimum royalties will not be refunded.
13. Competitive products
If the products described in Section 1 of the contract are not the same as those currently and in the future produced If the products using the trademark, or the products using the trademark produced by its subsidiaries or affiliates are inconsistent, the licensor has the right to terminate the contract. This notification shall be effective 30 days after the Licensor notifies the Licensee in writing. According to the terms of Article 15, the licensee has 60 days after the termination of the contract to dispose of the contract products in hand and the products in production before receiving the notice of termination of the contract. However, if within the 60-day period, the termination of the contracted product is valid, it is permittedIf the actual usage fee payable by the party is less than the advance deposit for that year, the licensor will refund the difference between the advance deposit paid in the year of signing and the actual usage fee to the licensee. The return clause mentioned in the previous sentence only applies to the termination of the contract specified in Article 13 and does not affect the applicability of all other clauses except for conflicting clauses.
14. Final report
Within 60 days after the expiration of the contract, or 10 days after receiving the termination notice Within days, or within 10 days in the case of contract termination without notice, the Licensee shall issue a report to the Licensor indicating the quantity and type of Contract Products on hand and in process. Licensor reserves the right to conduct physical inventories to confirm inventory condition and accuracy of reporting. If Licensee refuses Licensor's verification, it will lose the right to deal with the inventory. Licensor reserves any other legal rights it may have.
15. Inventory handling
After the contract is terminated in accordance with the terms of Article 12, after the licensee After the advance payment and usage fees have been paid, and the report required in Article 2 has been provided, if there is no other provision in the contract, the licensee may dispose of the materials in its hands and in process within 60 days after receiving the notice of termination of the contract. Contract Products. After the contract expires, or because the licensee fails to affix copyright, trademark and service mark registration labels on the products, or their packaging cartons, containers, packaging materials and advertising, promotional and display materials, or because the licensee produces If the quality and style of the product do not meet the requirements of the licensor mentioned in Article 7, resulting in the termination of the contract, the licensee shall not reproduce, sell or deal with any contract products.
16. Effects of termination or expiration of the contract
Upon termination or expiration of the contract, all rights granted to the licensee shall immediately return to the licensor. The licensor is free to assign to others the right to use the trademark in the production, sale, and distribution of the contracted products. The licensee may no longer use the trademark, or directly or indirectly involve the trademark. Except as described in Article 15, the licensee shall not use similar trademarks when manufacturing, selling, or distributing its own products.
17. Compensation to the licensor
span>1. Licensee recognizes that (unless otherwise specified (excluding), if it fails to start producing and distributing a certain amount of contract products within 3 months after the contract comes into effect, or fails to continue producing, distributing and selling contract products during the contract period, it will immediately result in losses to the licensor.
2. The licensee recognizes that (unless otherwise Except as otherwise provided), failure to stop producing, selling, and distributing contract products after the termination or expiration of the contract will result in irreparable losses to the licensor and damage the rights of subsequent licensees. Licensee recognizes that there is no appropriate legal remedy for this. Licensee agrees that in such event, Licensor shall be entitled to equitable relief, a temporary or permanent injunction against Licensee, or such other award as the court deems just and appropriate.
3. Implementing these compensation measures will not affect the license Other rights and remedies that the other party enjoys as stipulated in the contract.
18. Reasons for being unable to execute the contract
span>If due to changes in government regulations, or due to national emergencies, states of war and other reasons beyond our control, If one party is unable to perform the contract and notifies the other party in writing of the reasons and desire to terminate the contract, the licensee will be relieved of its obligations under the contract, this contract will be terminated, and royalties based on sales will be immediately due and payable, with a minimum royalty fee Will not be returned.
19. Notice
Unless there is written notice of a change of address, all notices, reports, statements and All payments should be sent to the official addresses of both parties recorded in the contract. The date of mailing shall be deemed as the date on which notices, reports, etc. are issued.
20. Joint ventures are not allowed
Under this contract, the parties shall not form a partnership or joint venture enterprise. Licensee has no right to require or restrict the actions of Licensor.
21. The licensee shall no longer Assignment, License
This Contract and the Licensees Under the Contract The rights and obligations of the parties shall not be transferred, mortgaged or sublicensed without the written consent of the licensor, and shall not be hindered by the implementation of the law or the licensee's reasons.
Licensor may transfer by providing written notice to Licensee.
Twenty-two, no exemption
No provision of this contract shall be valid unless there is a written contract signed by both parties. abandoned or modified. Any representations, promises, guarantees, covenants or promises other than this contract cannot represent the entire consensus of the parties. Any failure or delay by either party to exercise its rights under the contract will not be deemed to be a waiver or modification of its rights under the contract. Either party may take appropriate legal proceedings to enforce its rights within the time permitted by applicable law. Except as provided in Articles 6 and 12, no person, company or collective other than the licensee and the licensor (whether or not the trademark is involved) shall obtain any rights as a result of this contract.
Both parties who execute the contract within the time specified in the contract:
Licensor Licensee
Signed by: Signed by:
Position: Position:
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