TrademarkLicenseAgreement.doc - TRADEMARK LICENSE AGREEMENT...

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TRADEMARK LICENSE AGREEMENT THIS AGREEMENT is entered into the last date written below by and between [INSERT NAME OF LICENSOR, ENTITY TYPE, and ADDRESS] (“LICENSOR”), and [INSERT NAME OF LICENSEE, ENTITY TYPE, and ADDRESS] (“LICENSEE”). WHEREAS, LICENSOR is the sole and exclusive owner of the following trademarks and registrations: [INSERT] (the “Trademarks”); and WHEREAS, LICENSOR has the power and authority to grant to LICENSEE the right, privilege and license to use the Trademarks on or in association with the goods and/or services covered by the registrations (the “Licensed Products”); and WHEREAS, LICENSEE has represented that it has the ability to manufacture, market and distribute the Licensed Products in [INSERT TERRITORY] (the "Territory") and to use the Trademarks on or in association with the Licensed Products; and WHEREAS, LICENSEE desires to obtain from LICENSOR a license to use, manufacture, have manufactured and sell Licensed Products in the Territory and to use the Trademarks on or in association with the Licensed Products; and WHEREAS, both LICENSEE and LICENSOR are in agreement with respect to the terms and conditions upon which LICENSEE shall use the Trademarks; NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows. 1. LICENSE GRANT A. 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. B. 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. C. 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. 2. 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”).
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3. COMPENSATION A. 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
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  • Spring '15
  • It, licensee, licensor, licensed products

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