Trademark License Agreement Format Template, Download Free Doc Pdf File Example
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Trademark License Agreement Word Text Document Format
TRADEMARK LICENSE AGREEMENT
This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is entered into as of _________, by and between ________________ (“Licensor”) and __________________________ (“Licensee”).
- LICENSE GRANT
- LICENSOR hereby grants to LICENSEE a non-exclusive license to use the Trademarks on or in association with the Licensed Products in the [INSERT TERRITORY] (Territory), as well as on packaging, promotional and advertising material associated therewith.
- LICENSOR hereby grants to LICENSEE the non-exclusive right and license to use, manufacture, have manufactured, sell, distribute, and advertise the Licensed Products in the Territory. It is understood and agreed that this license shall pertain only to the Trademarks and the Licensed Products and does not extend to any other mark, product or service.
- LICENSEE may not grant any sublicenses to any third party without the prior express written consent of the LICENSOR which may be withheld for any reason.
- TERM OF THE AGREEMENT
This Agreement and the provisions hereof, except as otherwise provided, shall be in full force and effect commencing on the last the date of execution below and shall extend for [INSERT LENGTH OF TERM] (the “Term”).
- In consideration for the licenses granted hereunder, LICENSEE agrees to pay to LICENSOR a royalty of ____% (the “Royalty”) based on LICENSEE’s Net Sales of Licensed Products, accruing upon the sale of the Licensed Products (i.e., when the Licensed Product is billed, invoiced, shipped, or paid for, whichever is first regardless of the time of collection by LICENSEE), calculated on a quarterly calendar basis (the “Royalty Period”) and shall be payable no later than thirty (30) days after the termination of the preceding full calendar quarter, i.e., commencing on the first (1st) day of January, April, July, and October, with late payments incurring interest at the rate of ONE PERCENT (1%) per month from the date such payments were originally due.
- In the event that LICENSEE grants any previously approved sub-licenses for the use of the Trademarks in countries outside of India, LICENSEE shall pay LICENSOR FIFTY PERCENT (50%) of the gross income received by LICENSEE from such sub-licensees.
- LICENSEE shall provide LICENSOR with a written royalty statement in a form acceptable to LICENSOR each Royalty Period whether or not any Licensed Products were sold during that Period and the receipt or acceptance by LICENSOR of any royalty statement or payment shall not prevent LICENSOR from subsequently challenging the validity or accuracy of such statement or payment.
- “Net Sales” shall mean LICENSEE’s gross sales (the gross invoice amount billed customers) of Licensed Products, less discounts and allowances actually shown on the invoice and less any bona fide returns. No other costs incurred in the manufacturing, selling, advertising, and distribution of the Licensed Products or any uncollectible accounts or allowances shall be deducted.
- Term, Termination and Remedies.
- Term. The term of this Agreement shall for be for thirteen (13) months, and shall commence as of February 1, 2015 and shall expire on March 31, 2016 unless terminated earlier in accordance with this Agreement; provided, however, that Licensor may terminate this Agreement effective February 28, 2015 in the event that it has not received pre-book orders which provide an aggregate Gross Sales Price of at least Rs.80,000 on or before February 28, 2015.
- Termination. In addition to Licensor’s immediate right to terminate this Agreement as provided herein, either party may terminate this Agreement if the other party materially defaults in the performance of any term or condition of this Agreement and such material default continues unremedied for a period of ten (10) days after the delivery of written notice thereof. Licensor shall not be liable for any indirect, punitive, special, incidental or consequential damages, including lost profits, caused by any breach of this Agreement by Licensor. In addition, in the event that either party makes an assignment for the benefit of creditors, or files a petition in bankruptcy (whether voluntary or involuntary) or for reorganization, or becomes insolvent or unable to pay its debts at they become due, then the other party may terminate this Agreement immediately upon giving notice to the other.
- Effect of Termination. In the event of termination of this Agreement for any reason, Licensee shall: (i) immediately cease the manufacture, sale, distribution and promotion of the Licensed Products and use of the Trademarks; and (ii) within ten (10) calendar days, pay to Licensor all amounts due and owing under this Agreement through the termination of this Agreement.
- Continue to Sell. if Licensee is not in material breach of this Agreement, Licensee may continue to sell its inventory of Licensed Products already manufactured or in the process of manufacture as of the termination date, for one hundred and eighty (180) calendar days, or in the alternative, Licensor shall have the right to purchase Licensee’s inventory of 5 the Licensed Products at Licensee’s manufacture cost. Any post-termination sales by Licensee shall be subject to the terms of this Agreement.
- Remedies. Licensee acknowledges that its breach of any provision of this Agreement, including, but not limited to its failure (except as otherwise provided herein) to cease to manufacture, sell or distribute the Licensed Products at the termination of this Agreement, shall result in immediate and irreparable harm to Licensor and to the rights of any subsequent licensee. Therefore, in the event of such breach, Licensor shall be entitled to equitable relief by way of temporary restraining order, and preliminary and permanent injunctions without bond or security of any kind and such other further relief (at law or in equity) as any court with jurisdiction may deem just and proper. Any such requirement of bond or undertaking is hereby waived by Licensee, and Licensee acknowledges that in the absence of such a waiver, a bond or undertaking may be required by a court or law.
- Representations and Warranties of Licensee. Licensee hereby represents, warrants and covenants to Licensor the following:
- it has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms;
- this Agreement, when executed and delivered by Licensee, shall be its legal, valid and binding obligation enforceable against Licensee in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting creditor rights generally; and
- In addition to being true as of the date first written above, each of the foregoing representations, warranties, and covenants shall be true at all times during the Term hereof. Each of such representations, warranties, and covenants shall be deemed to be material and to have been relied upon by Licensor notwithstanding any investigation made by Licensor.
- Representations and Warranties of Licensor. Licensor hereby represents, warrants and covenants to Licensee the following:
- it has the full right and legal authority to enter into and fully perform this Agreement in accordance with its terms; and
- this Agreement, when executed and delivered by Licensee, shall be its legal, valid and binding obligation enforceable against Licensee in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, or other similar laws affecting creditor rights.
The terms of this Agreement are confidential and shall not be disclosed by either party to any other person or entity without the prior written consent of the other, except that each party may disclose the terms of this Agreement to their respective attorneys, accountants, agents and employees as necessary or if required by court order or other rule of law. During or subsequent to the term of this Agreement, each party, its respective agents and employees shall not make any unauthorized use or disclosure of any knowledge or information of a confidential or proprietary nature concerning the Licensed Products, or other private or confidential matters of the other, and shall refrain from any acts or omissions that would reduce the value of such confidential matters of the other or that would deprive or tend to deprive the other party of trade secrets or other intellectual property protection with respect to such confidential matters.
- Costs, Expenses and Attorneys’ Fees. Each of the parties will bear its own costs, expenses, and attorneys’ fees incurred in connection with the [specify, as appropriate: Litigation or Underlying Dispute].
- Governing Law and Jurisdiction. The laws of the State of ____ [state] shall apply to and control any interpretation, construction, performance or enforcement of this Agreement. The Parties agree that the exclusive jurisdiction for any legal proceeding arising out of or relating to this Agreement shall be the ______ [the court] and all Parties hereby waive any challenge to personal jurisdiction or venue in that court.
- Attorneys’ Fees and Costs for Breach. The prevailing Party in any action to enforce or interpret this Agreement is entitled to recover from the other Party its reasonable attorneys’ fees.
- Construction. This Agreement shall be construed as if the Parties jointly prepared it, and any uncertainty or ambiguity shall not be interpreted against any one Party.
- Modification. No oral agreement, statement, promise, undertaking, understanding, arrangement, act or omission of any Party, occurring subsequent to the date hereof may be deemed an amendment or modification of this Agreement unless reduced to writing and signed by the Parties hereto or their respective successors or assigns.
- Severability. The Parties agree that if, for any reason, a provision of this Agreement is held unenforceable by any court of competent jurisdiction, this Agreement shall be automatically conformed to the law, and otherwise this Agreement shall continue in full force and effect.
- Number. Whenever applicable within this Agreement, the singular shall include the plural and the plural shall include the singular.
- Headings. The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
- Counterparts. This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all the Parties are not signatories to the original or the same counterpart. Facsimile signatures shall be accepted the same as an original signature. A photocopy of this Agreement may be used in any action brought to enforce or construe this Agreement.
- No Waiver. No failure to exercise and no delay in exercising any right, power or remedy under this Agreement shall impair any right, power or remedy which any Party may have, nor shall any such delay be construed to be a waiver of any such rights, powers or remedies or an acquiescence in any breach or default under this Agreement, nor shall any waiver of any breach or default of any Party be deemed a waiver of any default or breach subsequently arising.
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