International Trademark Licensing Agreement
This International Trademark Licensing Agreement (the Agreement) is entered into this XX day of XX,XXX (the “Effective Date”) by and between [Licensor], with its principal place of business located at [Location] (the “Licensor”) and [Licensee], with its principal place of business located at [Location] (the “Licensee”).
WHEREAS, the Licensor is the owner or exclusive licensee of certain registered trademarks, tradenames and logotypes, as listed in Schedule A attached hereto and incorporated herein (the “Marks”); and
WHEREAS, the Licensee is, or desires to become, an exclusive licensee of the Marks in [country] (the “Territory”) and wishes to obtain a license from the Licensor to use the Marks in connection with the manufacture, distribution, marketing and sale of products and services and to use the Marks in banners, labels, signs, advertisements and promotional materials (the “Licensed Products and Services”);
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree to the following:
1. LICENSE
The Licensor grants the Licensee an exclusive license to use the Marks worldwide in connection with the manufacture, distribution, marketing, sale, promotion and advertisement of the Licensed Products and Services in the Territory, including the right to use the Marks on all outgoing business communications and promotional material in relation to the Licensed Products and Services.
2. SCOPE OF LICENSE
The Licensee shall have the sole and exclusive right to manufacture, produce, market, advertise, promote, distribute and sell the Licensed Products and Services in the Territory, provided that such use of the Marks shall in no way infringe upon the rights of the Licensor or any other person or entity. The Licensee shall not engage in any activities or conduct that would include the licensing, granting or assignment of the Marks to any third party, other than in compliance with the terms of this Agreement.
3. QUALITY CONTROL
The Licensee shall maintain strict quality control over its Licensed Products and Services and the use of the Marks. The Licensee shall provide samples to the Licensor for review and approval of all products and/or services prior to their delivery to the market. The Licensee shall also ensure that all products and services fully comply with the relevant industry standards and regulations. The Licensee shall review and update the quality of its Licensed Products and Services on a regular basis.
4. MARKETING
The Licensee shall define and execute its own marketing strategy (excluding social media) for the Licensed Products and Services. The Licensee shall not use the Marks in any manner not approved in writing by the Licensor.
5. LIABILITY
The Licensee shall be liable for any damages caused by its activities or the Licensed Products and Services in violation of this Agreement or any applicable laws.
6. PAYMENTS
The Licensee shall pay the Licensor royalties based on net sales of the Licensed Products and Services as follows:
(a) The Licensee shall pay a royalty of [___]% ([__]%) of the net sales of the Licensed Products and Services to the Licensor.
(b) The royalty payment shall be payable monthly on the first day of the following month, starting from [month].
(c) The first royalty payment shall be due on [date], corresponding to the sales of the Licensed Products and Services during the preceding period.
7. TERM
This Agreement shall continue in effect for a period of [number] years (the “Term”).
8. TERMINATION
This Agreement shall terminate automatically upon the expiration of the Term and neither party shall have the right to terminate the Agreement unilaterally prior to the expiration of such Term.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first indicated at the beginning of this Agreement.
[Licensor]
[Name]
[Title]
[Licensee]
[Name]
[Title]
