How to write an exclusive license agreement for a registered trademark
Licensor (hereinafter referred to as Party A):
Legal representative:
Licensee (hereinafter referred to as Party B):
Legal representative:
In view of the fact that Party A has a registered trademark of certain value and Party B wishes to use this trademark, according to the "Contract of the People's Republic of China" "Law", "Trademark Law of the People's Republic of China" and other legal provisions, the two parties reached the following agreement through friendly consultations and jointly abide by and perform it.
First trademark information
The trademarks stipulated in this contract are allowed to be used, and the main information is as follows:
Trademark name:
Trademark registration number:
Trademark registration country or region:
Trademark approval and registration date:
Currently expires Day:
Goods or service category:
Hereinafter referred to as the registered trademark or the trademark; Party A confirms the above The information is true and valid.
Article 2 License Scope
1. Licensed use of goods or services:
Instructions:
2. Permitted usage:
Party B is limited to the following items 1, 2, 3. Use the registered trademark in 4 ways.
How the trademark is used according to the laws of the country/region;
Used on goods, product packaging or containers;
Used on goods (or services) transaction documents;
Use the trademark in advertising, exhibitions and other commercial activities;
Other ways to use:
3. Licensed use type:
Both parties agree, license The type of use is the following:
Exclusive use Licensing means that Party A licenses the trademark only to Party B for use within the agreed period, region and in the agreed manner. Party A shall not use or license the trademark to others.
Exclusive use license is agreed upon by the nail party During the period, region and in the agreed manner, the trademark is only licensed to Party B. Party A can use the trademark in accordance with the agreement but may not license others to use it.
General use license is agreed upon by the nail party The trademark is licensed to Party B for use during the period, region and in an agreed manner. Party A can use it on its own or license others to use the trademark.
4. Regarding sublicensing, please refer to Section 1 below ) method of performance:
Party B may not sub-license For use by third parties;
Party B may sublicense to Third party use;
Party B can sub-license, the restrictions are:.
5. License period:
Year month day to year month day.
If the license period exceeds the trademark registration period, Party A is responsible for applying for renewal.
6. Licensed territory:
Both parties agree that the licensed territory shall be implemented in the following manner:
1) The license is only valid in the country/region (licensed area), that is, Party B can only use the registered trademark in the licensed area.
Party B undertakes not to directly or indirectly use or authorize the use of the trademark in other countries/regions, and not to knowingly disclose information to other countries/regions that intends or is likely to use it. Third-party sales of goods under regional sales agreementsell products using the trademark.
2) The licensed territory shall be registered with the first trademark The country or region shall prevail.
7. Delivery materials:
Party A shall, within 5 days from the effective date of this contract, make the following arrangements: Materials delivered to Party B:
Copy of the trademark registration certificate and stamped with the official seal;
Production and manufacturing Documents and electronic files required for the trademark identification;
If Party B has needs, Party A shall issue to Party B a trademark authorization letter or authorization certificate that complies with the provisions of this Agreement.
Other
Article 3 License Fee1. The trademark license fee is calculated according to the following billing method:
1) One-time billing method: the amount is yuan (capital: round), Party B shall pay Party A before the year, month and day;
2) Fees are calculated annually/half-yearly: the amount is yuan per year.Payment method:
3) The fee is calculated based on the number of times Party B uses the registered trademark.
The specific billing method is:4) Calculated based on product sales. Specifically:
Product range:
Billing standard:
Definition of sales:
Settlement and payment time:
5) Other billing Method:
2. Party A’s designated collection account number ：
Account opening bank:
User name:
3. Party A shall issue corresponding formal invoices to Party B.
4. The parties to the contract agree that Party B will be fined or liable to a third party for using the trademark without fault. If compensation is paid, the fine or compensation shall be borne by Party A, and Party B has the right to directly deduct it from the above-mentioned payment.
Article 4 Trademark Production
Except when the parties to the contract agree that Party B will provide a logo for Party B’s use of a trademark, if Party B needs to make a trademark, Party A will be deemed to have authorized Party B to make the trademark during the validity period of this contract. At the same time, Party A has the right to supervise the trademark made by Party B. To ensure quality.
Article 5 Product Quality
5.1 Party B shall Indicate the name of Party B and the origin of the goods.
Party B promises to use The goods of this trademark meet higher standards, and the quality of the goods will not affect the reputation of Party A and the trademark itself.
5.2 The goods used by Party B to use the trademark shall meet the following standards:
Quality standard:;
Technical standards:;
Other standards:.
5.3 in During the validity period of this contract, Party A or its authorized representative has the right to inspect all parties using the trademark at reasonable times.Regarding the quality of the goods, Party B shall take necessary measures to meet Party A’s quality standards and requirements.
If Party B’s practices or sales do not meet the above requirements , shall take remedial measures immediately after receiving notification from Party A or its authorized representative.
Article 6 Guarantees and Commitments
6.1 Party A’s guarantees:
(1) Party A guarantees that it is the legal registrant of the trademark and guarantees that under the license The validity of the registered trademark during this period; if it involves trademark extension, Party A will be responsible for the procedures and fees.
(2) Party A guarantees that the second The trademarks stipulated in the agreement have not been pledged.
(3) Party A guarantees the performance of this contract If a third Party Accuses Party B of using the trademark to constitute infringement, Party B will be responsible for negotiating with the third party, and Party B will cooperate with this.
(4) Party A guarantees that due to third party accusations The legal and economic liabilities arising from trademark infringement shall be borne by Party A, including but not limited to the reasonable legal fees incurred by Party B for this purpose.
6.2 Party B’s commitments:
Party B promises to provide necessary assistance to Party A within the licensed territory to safeguard Party A’s rights to the trademarks stipulated in Article 2 of this contract.
Party B promises not to change the second clause of this contract The words, graphics or combinations of the trademark shall not be used beyond the scope and territory of the licensed products.
Party B undertakes that without the written consent of Party A, due to Party B will not transfer or pledge the rights granted to Party B through licensing acts.
Party B undertakes not to Submit a trademark registration application in your own name for a trademark that is identical or similar to the trademark stipulated in Article 2 of this contract.
Article 7 Contract Changes
7.1 If Party A is a natural person, during the trademark license period, due to If the death of Party A results in the transfer of the exclusive right to the trademark, the successor of the trademark shall notify Party B in writing within a reasonable period, and this contract will continue to be performed by the successor of Party A's trademark.
If Party A is a legal person or other organization, and the exclusive right to use the trademark is transferred or assigned due to changes or termination by Party A, this contract will continue to be performed by the successor to Party A's exclusive right to use the trademark.
If Party A has no successor, this contract will automatically terminate.
7.2 If Party B is a natural person, Party B dies during the trademark license period. , Party B’s successor shall notify Party A in writing within a reasonable period, and this contract will continue to be performed by Party B’s successor.
Article 8 Termination of Contract
8.1 Within 5 days after the expiration of the contract, or within 5 days of receiving the notice of termination of the contract, Party B shall issue a written report to Party A stating the quantity of goods in hand and in process and type.
For the items that Party B has processed during the license period or goods in process, both parties agree to handle them in the following method 1):
Party B may carry out necessary processing or sales of the goods that have been produced and are being processed, but shall not carry out new production and use;
Party B shall no longer sell the goods;
Other methods:.
8.2 Party A has the right to conduct on-site inspections to confirm the inventory status and accuracy of the reports. If Party B refuses Party A's inspection, it will lose the right to handle the inventory .
8.3 After the contract is terminated or expires, A Party B may continue to use or permit others to use the registered trademark; unless otherwise agreed, Party B may no longer use the trademark or a trademark similar to it.
Article 9 Liability for breach of contract
9.1 Party A’s liability for breach of contract:
(1) If Party A violates this contract and causes this agreement to be unable to be performed normally, Party B has the right to terminate the contract and may require Party A to pay 20% of the license fee stipulated in the contract as Compensation.
(2) Party A violates this contract When there is an agreement on exclusive use or exclusive license, Party B has the right to demand payment of 20% of the license fee stipulated in the contract as liquidated damages. If Party A's breach of contract damages Party B's intended purpose when signing this contract, Party B also has the right to terminate the contract. (If this contract does not stipulate exclusive or exclusive license, this paragraph will not be effective.)
9.2 Party B’s liability for breach of contract:
(1) If Party B fails to pay the license fee overdue, Party A shall pay 0.1% of the overdue amount as liquidated damages for each overdue day. If it is overdue for more than 15 days, Party A has the right to terminate the contract.
(2) Party B breaches the contract and expands the permitted use without authorization Party A has the right to require Party B to stop the infringement of the scope of use of the trademark or the use of goods, and may require Party B to pay an additional 20% of the license fee and compensate Party A for losses; If it is stopped, Party A has the right to terminate the contract at the same time.
Article 10 Dispute Resolution
Any dispute arising out of or in connection with this Agreement shall be Resolve through friendly negotiation. If the two parties cannot resolve through negotiation, they agree to adopt the following method to solve the problem:
(1) File a lawsuit with the People's Court of () where this contract is signed.
(2) Submit it to the Arbitration Commission for arbitration. According to the The arbitration results are final and binding on both parties under the current rules of the Commission.
Article 11 Confidential Matters
11.1 Both parties have the obligation to keep confidential the other party's business secrets and related confidential information learned during the negotiation and performance of the contract. If one party's leakage causes damage to the other party's economic interests, the party shall be liable for compensation.
11.2 Before the contract officially takes effect, the contract is terminated in advance or the performance is completed. , the parties still need to keep confidential matters arising during the negotiation and performance of this contract confidential. The confidentiality period agreed by both parties is three years from the date of termination or rescission of the contract.
11.3 If judicial authorities and other state agencies require a party to the contract to provide the above-mentioned trade secrets in accordance with legal provisions, the provider shall notify in advance The other party to the contract shall notify the relevant agencies in writing to keep confidentiality.
Article 12 License Filing
This time The registration and filing procedures for trademark licensing shall be carried out in the third method as follows:
Both parties agree not to register;
If Party B requires registration and filing, Party A shall assist and cooperate, and the relevant costs shall be borne by Party B;
Within 10 days after this agreement comes into effect, Party A will be responsible for the registration and filing, and the relevant fees will be borne by Party A bear.
Article 13 Contact Person
During the validity period of this contract, the contact persons of both parties are as follows:
Name of Party A’s contact person:
Contact address:
Tel:
E-mail:
Party B’s contact name:
Contact address:
Tel:
E-mail:
Fourteenth Clause Others
14.1 This contract is made in four copies, including 1 copy for Party A and 1 copy for Party B, 2 copies for filing.
14.2 Date of signing of this contract: year, month and day
Party A: (signature and seal)
Legal representative or authorized representative:
Party B (Signature and seal)
Legal representative or authorization Representative:
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