How to write a trademark license agreement
This agreement is signed by _________ Company (hereinafter referred to as Xu*Party )__________ (hereinafter referred to as the licensed* party) signed on ___ month ___ of _________.
In view of the fact that many parties have certain value and experience registered trademarks and service marks, and owns and may sell other property of various parties as described in Section 1 of the attachment, including the "Trademarks". This trademark is frequently used on radio or television and appears in various promotional and advertising contexts , has been widely recognized by the public, and has a close relationship with the licensee in the public impression; in view of the licensee’s intention to use this trademark when manufacturing, selling, and distributing products; therefore, taking into account the guarantees of both parties, the following agreement has been reached :
1. Authorization
1. Products
Subject to the terms set forth below, Licensor grants Licensee* the right to use this trademark solely. license rights and are only used in the manufacture, sale and distribution of the following products.
(Add product description)
2. Region
The license agreement is only in_ Valid in _______ region. The licensee agrees not to use or authorize the use of this trademark directly or indirectly in other regions, and not to knowingly sell the products to third parties who intend or may sell the products under the agreement in other regions.
3. Deadline
The license agreement shall take effect on _________, and if not terminated in advance, it will expire on_______ _date expires. If the conditions of the agreement are met, the term of this agreement will be automatically renewed every year until the last renewal terminates on December 31, _________. Starting on December 31, _________, this license agreement will be renewed every year. It will be automatically renewed for one year at the end of one term until December 31 of the next year, unless one party notifies the other party in writing 30 days before the expiration of the agreement to terminate the execution of the agreement.
2. Payment method
1. Proportion
The licensee agrees to pay to the licensee ________% of the net sales of the agreed products sold by it or its affiliates, subsidiaries, etc. as royalties "Net Sales" means total sales less quantity discounts and margins, but does not include cash discounts and non-receivable account discounts. No costs incurred in making, selling or utilizing the Products are deducted from the licensee's payable for use. Discount within the fee. The licensed party agrees that if it pays a higher royalty fee or a higher percentage of the license fee to other licensees, this Agreement will automatically and immediately apply.
2. Minimum usage fee
The Licensee agrees to pay the Licensee a minimum royalty fee of US$________ for the first period of the Contract. Minimum guarantee of payment of royalties, the above minimum royalties will be payable on or before the last of the first installment. Advance payments made at the time of signature of the agreement will not be included. This minimum royalties will not under any circumstances Then return it to the authorized party.
3. Periodic reports
After the first batch of agreed products are shipped, The Licensee shall immediately provide the Licensee with a complete and accurate report describing the quantity of products sold by the Licensee in the previous period, overview, total sales, detailed total sales discounts, and net sales. and the profit in the previous period. The Licensee will use the attached sample report provided to it by the Licensee. Regardless of whether the Licensee sold products in the previous period, the report shall be provided to the Licensee .
4. Payment of royalties
Usage fees other than the above minimum usage fee must be paid ________ days after the sales period, and must be submitted at the same time Reports required above. After the Licensee accepts the report and usage fee provided by the Licensee as required by the Agreement (or cashes the check used for payment), if it discovers any inconsistency or error in the report or payment, it may raise a question at any time, and the Licensee needs to Correct and pay promptly. Payment is applied in USD. The internal taxes payable in the licensed area shall be paid by the licensed party.
3. Exclusive rights
1. Unless the license authorizes that the license will no longer be within the valid area of the agreement during the validity period of the agreement Authorize others to use this trademark when selling products described in Section 1. This Agreement does not restrict the licensee's right to authorize others to use this trademark.
2. The agreement stipulates that if the * direction is permitted The * party proposes to purchase the products mentioned in Section 1 for rewards, gifts or other promotional arrangements, and the licensed * party has 10 days to decide whether to agree. If the Licensee does not accept this request within 10 days, the Licensee has the right to make rewards, gifts or other promotional arrangements through other producers. In this case, when the price of other producers is higher than the price paid by the licensee to the licensee, the licensee has 3 days to meet the producer's requirements for producing such products. The licensed party guarantees that the agreed products will not be used as rewards together with other products or services, and the agreed products will not be sold together with other products or services as rewards without the written consent of the licensed party.
4. Reputation
L*Party acknowledges the value of the reputation associated with the trademark and confirms that the trademark, related rights and reputation associated with the trademark belong only to L*Party, and that this trademark has a subordinate meaning in the public impression.
5. Ownership of Licensor and Rights of Licensor Protection
1. The licensed party agrees that in the agreement During and after the validity period, the ownership and other rights enjoyed by License* Party with respect to the trademark will not be questioned, and the validity of this Agreement will not be questioned. If License* Party can receive notice of claims and lawsuits in a timely manner, License* Party will protect Licensee*. Parties shall be held harmless from claims and actions arising solely from use of the Trademarks authorized by this Agreement, and Licensor may elect to defend such actions. Such claims shall not be made without the consent of Licensor Reach a solution with the lawsuit.
2. Be granted * Party agrees to provide necessary assistance to License * Party to protect License * Party's rights in relation to the trademark. License * Party may, at its own discretion, pursue claims and litigation in its own name, in the name of the Licensee * Party, or in the names of both parties Respond to the lawsuit. The licensed* party will notify the licensed* party in writing of the trademark infringement and imitation of the agreed products within the known scope; only the licensed* party has the right to decide whether to take action against such infringement and imitation. If no prior notification is obtained Without the written consent of the licensed* party, the licensed* party shall not file a lawsuit or take any action regarding infringement and imitation.
6. Warranty and product liability insurance provided by the licensed party
The licensed * party is responsible for any claims, lawsuits or losses caused by itself and/or the * party due to its unauthorized use of the trademarks, patents, processes, facilities, ideas and methods of the products in the agreement, and for other To defend against claims, lawsuits or losses caused by conduct or product defects and to indemnify the Licensed Party from losses. The Licensed Party will, at its own expense, underwrite product liability insurance with an insurance company qualified to operate in the ________ area, Provide reasonable protection for the Xu* Party (and also the Licensee* Party) against claims, lawsuits or losses due to product defects. The Licensee* Party will submit paid insurance to the Xu* Party with Xu* Party as the insured Only on this basis can the Licensor agree to sell the product. If there are any changes to the insurance policy, the Licensor's consent must be obtained in advance. The Licensor has the right to require the Licensor to provide it with a new insurance policy. *Party 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, and program sponsors and their advertising agencies, and their officers, directors, agents and employees.
7. Product quality
The licensee agrees that the products under the agreement will meet high standards, and their style, appearance and quality will be able to bring out the best benefits, 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 products under the agreement will be Comply with applicable federal, state, and local laws and in a manner that does not impair the reputation of Licensor, its programs, or the trademark itself.
In order to achieve this goal, the Licensee shall send a certain amount of product samples free of charge to the Licensee, including its packaging cartons, containers and Packaging materials to obtain the written consent of the Licensor. The quality and style of the agreed products and their cartons, containers and packaging materials are subject to the Licensor's consent. Each product submitted to the Licensor cannot be submitted to the Licensor before obtaining its written consent. It is deemed to be approved. After the sample is agreed as described in this section, the Licensee* Party cannot make substantial changes without the written consent of the Licensee* Party. The Licensee* Party cannot revoke it unless the Licensee* Party notifies the Licensee* Party in writing 60 days in advance. its consent to the sample. After the licensee starts selling the agreed products,At the request of the *Party, we will provide the *Party with no more than ________ pieces of random samples and related cartons, packaging boxes and packaging materials free of charge.
8. Tags
1. The licensed party agrees to indicate "registered trademark_" when selling products under the license contract or in product advertising, promotion and display materials in accordance with the provisions of Articles 5 and 6 of Trademark Rights in the Attachment to Section 1. _______Company________year", or other logos required by many parties. 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. When the Licensee uses small plates, labels, marks or other marks to indicate the trademark in advertising, promotional and display materials, the Licensee must obtain the prior consent of the Licensee. The consent of the licensing party does not constitute a waiver of the licensing party's rights and the licensed party's responsibilities under this agreement.
2. The licensed party agrees to cooperate with the licensed party The parties cooperate in good faith to ensure and safeguard the rights of the * party (or * party's grantor) to the trademark. If the trademarks, products, and related materials have not been registered in advance, the Licensee* shall, at the request of the *Party, properly register the copyrights, trademarks, and service marks in the name of the Licensee* at the License* Party's expense, or grant the *Party's Required, register in the name of the licensed party. However, both parties confirm that this Agreement shall not be deemed to transfer any rights, title and interests related to the trademark to the licensed party. Both parties confirm that except under this license agreement, the licensed party has the right to use the trademark strictly in accordance with the agreement, other relevant rights are retained by the licensed party. The licensed party agrees to return to the licensed party all rights, interests, reputation, ownership, etc. related to the trademark that it has acquired or obtained by performing actions under the agreement when the agreement is terminated or expires. The licensed party will take all methods required by the licensed party to complete the above actions. The scope of such surrendered rights can only arise based on this agreement or the contract between the parties.
3. The licensed* party agrees that its use of the trademark will not harm the interests of the licensed* party. and does not acquire any rights in the trademark by virtue of its use of the trademark.
9. Promotional materials
1. In any case, if the Licensee* expects to obtain this Agreement Product promotional materials, then the cost and time of producing such promotional materials shall be borne by the licensee. The property rights of all promotional materials involving the trademarks in this Agreement or their reproductions shall belong to the Licensee*, although the promotional materials may be invented or used by the Licensee*, and the Licensee* shall have the right to use or license them to others. square.
2. Xu*fang has the right, but does not Obligation to use the trademarks of this Agreement or the Licensee's trademarks to make the Trademarks of this Agreement, the Licensee or the Licensee or their projects perfect or outstanding. The licensee has no obligation to continue to promote the trademarks of this Agreement or its numbers, symbols or designs in radio or television programs.
3. With the consent of the licensed party, without Without the prior written approval of the Licensor, products using the trademarks of this Agreement will not be promoted or advertised on radio or television stations. Each party is free to decide whether to approve or disapprove.
10. Distribution
1.Each party agrees to use due diligence and continue to manufacture, distribute or sell the products under this Agreement, and will make necessary and appropriate arrangements for this purpose.
2. The person who is allowed* does not get the permission Without the written consent of the * party, the products under this Agreement shall not be sold to those wholesalers whose purpose is to obtain commissions, who may use the products under this Agreement as promotional gifts, to promote their tie-in activities, and whose sales methods are questionable. , retailers, retail stores and traders, etc.
11. Accounting records
The Licensee agrees to establish and retain all relevant Accounting books and records of activities. The Licensor or its authorized representative has the right to inspect the accounting books or records and all other documents and information related to the transaction under the control of the Licensor at any reasonable time. The * party or its authorized representative may excerpt the contents for the above purposes. At the request of the Licensee* Party, the Licensee* Party shall, at its own expense, report all sales activities up to the date of the License* Party's request, including quantity, specifications, gross price and net price, etc. in an independent and public account book. method, provide the licensee with a detailed accounting statement. All accounting books and records shall be retained until two years after the termination of this Agreement.
12. Bankruptcy, breach of contract, etc.
1. If the licensed party 3 months after the agreement If the production and sales of a certain amount of the products mentioned in Section 1 are not started within a month, or the products (or similar products) are not sold in a certain month after 3 months, the licensing party may, in addition to taking other compensation measures, notify the party in writing. Xu * Party terminated the contract because it did not produce and sell the agreed products (or similar products) that month. The notice will take effect from the date it is sent by the * party.
2. If the licensed party files a bankruptcy report, or is sentenced to bankruptcy, or has The * party files a bankruptcy complaint, or the licensed * party becomes insolvent, or the licensed * party transfers it for the benefit of its creditors, or makes arrangements in accordance with the bankruptcy law, or the licensed * party ceases operations, or someone takes over its operations, This license contract will automatically terminate. Except with the written consent of the Licensed Party, the Licensed Party, its recipients, representatives, trustees, agents, administrators, successors or assignees shall not have the right to sell, exploit or in any way operate the Agreement Products, or Related cartons, containers, packaging materials, advertising, promotion and display materials. This must be observed.3. If the licensed party violates this Agreement For the obligations under the terms, the *licensing party has the right to terminate the contract after giving 10 days' written notice in advance, unless the licensed party makes full compensation for its breach of contract within 10 days to the satisfaction of the *party.
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 licensed party. When the agreement 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 agreement are not related to those currently or in the future, If the products using the trademark, or the products using the trademark produced by its subsidiaries and affiliates, are inconsistent, each party has the right to terminate the agreement. This notification will take effect 30 days after the licensed* party notifies the licensed* party in writing. According to the terms of Article 15, the licensed party has 60 days after the termination of the agreement to dispose of the agreement products in hand and the products in production before receiving the notice of termination of the agreement. However, if during the 60-day period, there is any termination of the Agreement ProductsIf the actual usage fee paid by the licensed party is less than the prepaid deposit for that year, the licensed party will return the difference between the prepaid deposit paid in the year of signing and the actual usage fee to the licensed party. The return clause mentioned in the previous sentence only applies to the termination of the agreement 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 agreement, or 10 days after receiving the termination notice Within days, or within 10 days if the agreement is terminated without notice, the licensee shall issue a report to the licensee indicating the quantity and type of the agreed products on hand and in process. Licensee reserves the right to conduct physical inventories to confirm inventory status and accuracy of reports. If the licensed party refuses the license * party's verification, it will lose the right to handle the inventory. Many parties reserve other legal rights they may have.
15. Inventory handling
After the agreement is terminated in accordance with the terms of Article 12, after the license* If the party has paid the advance payment and usage fees and has provided the report as required in Article 2, if there is no other provision in the agreement, the licensed party may dispose of the items in its hands and in process within 60 days after receiving the notice of termination of the agreement. agreement 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, promotion, and display materials, or because the licensee If the quality and style of the products produced do not meet the requirements of the licensee mentioned in Article 7, resulting in the termination of the agreement, the licensee shall not reproduce, sell, or deal with any agreed products.
16. Effects of termination or expiration of the agreement
Upon the termination or expiration of the Agreement, all rights granted to the Licensee* Party will be immediately returned to the Licensee* Party . The licensee may freely transfer to others the right to use the trademark in the production, sale, and distribution of the agreed products. The licensed party may no longer use the trademark, or directly or indirectly involve the trademark. Except under the circumstances described in Article 15, the Licensee shall not use similar trademarks when manufacturing, selling, or distributing its own products.17. Compensation to Xu*fang
1. Recognized by the licensee (unless otherwise Except as specified), if it fails to start producing and distributing a certain amount of the agreed products within 3 months after the agreement comes into effect, or fails to continue producing, distributing and selling the agreed products during the agreement period, it will immediately result in the infringement of the many parties. loss.
2. Recognized by many parties (except Unless otherwise specified), failure to stop producing, selling, and distributing the agreed products after the termination or expiration of the agreement will result in irreparable losses to the licensee and damage to the rights of subsequent licensees. It was recognized by many parties that there was no appropriate legal remedy for this. The Licensed Party agrees that under such circumstances, the Licensed Party shall be entitled to obtain equitable relief, a temporary or permanent injunction against the Licensed Party, or other rulings deemed just and appropriate by the court.
3. The implementation of these compensation measures will not affect many *The other rights and remedies enjoyed by the * party are stipulated in the agreement.
18. Reasons for being unable to execute the agreement
span>If due to changes in government regulations, or due to national emergencies, states of war and other uncontrollable circumstances If one party is unable to perform the agreement for any reason and notifies the other party in writing of the reasons and desire to terminate the agreement, the licensed party will be relieved of its obligations under the agreement, this agreement will be terminated, and royalties based on sales will be immediately due and payable, with a minimum Limited usage fees will not be refunded.
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 agreement. 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 Agreement, the parties shall not form a partnership or joint venture enterprise. The licensed party has no right to require or restrict the behavior of the licensed party.
21. The licensed party shall not Transfer and license
This Agreement and the The rights and obligations of the licensed party may not be transferred, mortgaged or sublicensed without the written consent of the licensed party, and shall not be hindered due to the implementation of the law or the reasons of the licensed party.
The licensee may transfer, but must provide written notice to the licensee.
Twenty-two, no exemption
No provision of this Agreement shall be construed except in writing signed by both parties. abandoned or modified. Any representations, promises, guarantees, contracts or promises other than this Agreement cannot represent the entire consensus of the parties. Any failure or delay by either party to exercise its rights under the Agreement will not be deemed to be a waiver or modification of its rights under the Agreement. 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 (whether involved in the trademark or not) other than the Licensee and the Licensee shall obtain any rights as a result of this Agreement.
Both parties to execute the agreement within the time specified in the contract:
Xu*fang was approved *Party
Signature :Signed by:
Position: Position:
The use of a trademark first refers to the trademark being directly attached to the goods, product packaging or containers and being marketed in the market. In addition, the trademark is used for advertising, publicity, or commercial purposes in commodity transaction documents or for commercial purposes. Exhibitions and other business activities also constitute use. The use of a trademark can be either the trademark owner’s own use or the licensed use of a third party other than the trademark owner. If you need legal help, readers are welcome to go to Legal For legal consultation, the professional lawyer team of Legal Savior Network will answer your questions in a timely manner so that you can protect your rights and interests in a timely manner.
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