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A trademark license agreement is a legal agreement between two parties, the Licensor and Licensee, where the Licensor grants the Licensee a license to use its trademark. This agreement sets out the terms and conditions governing the use of the Licensor's trademark, including the licensee's obligation to pay royalties, the duration of the agreement, and the scope of the licensee's rights to use the trademark.
The Licensor is the owner of the trademark, and the Licensee agrees to use the trademark only in accordance with the Brand Guidelines approved by the Licensor. The agreement defines terms such as "exclusive" and "non-exclusive," "Territory," "Net Sales," and "Royalty" to clarify the scope of the license granted to the Licensee. The agreement also provides for the Licensee's obligation to assist the Licensor in maintaining the trademark and filing new trademark applications.
The Licensee must pay the Licensor a royalty calculated as a percentage of the Net Sales of the licensed products or services. The Licensee is required to pay the royalty within a specified number of days after the end of each quarter of the year.
The Licensor grants the Licensee a license to use the trademark for a specified term, subject to the terms of the agreement. The Licensee acknowledges that to the extent the license granted relates to territories in which the Licensor has not registered the trademark, the Licensor only licenses the unregistered right, title, and interest in the trademark which it owns, if any.
The Licensor shall record the license granted by it with the Trademark Office, and the Licensee shall assist the Licensor at its cost in maintaining registrations for the trademark in the Territory. On the early termination of this agreement, the Licensor and Licensee shall notify in writing the Trademark Office and any other relevant authorities.
In conclusion, a trademark license agreement is an important legal document that governs the relationship between a Licensor and Licensee with respect to the use of a trademark. It sets out the terms and conditions of the license, including the duration, scope, and royalties to be paid, and provides for the maintenance and registration of the trademark.
How to Use This Document:
1. Read the introduction: This document is a trademark license agreement between the Licensor and the Licensee, who are identified in the agreement.
2. Understand the definitions: The agreement provides definitions of various expressions that are used throughout the document. It is essential to understand these expressions to understand the agreement fully.
3. Know the grant of license: The agreement grants the Licensee a license to use the Trademarks owned by the Licensor on the Licensed Products or Licensed Services in the Territory for a specific period, subject to the terms of this agreement.
4. Record the license: The Licensor is required to record the license granted by it under the clause with the Trademark Office. The Licensee may be required to execute at any time during the Term short-form recordal licenses for each of the registered Trademarks for recordal at the Trademark Office.
5. Understand the termination: The agreement details the terms for the termination of the license agreement. In the case of early termination, the Licensor and Licensee shall notify in writing the Trademark Office and any other relevant authorities. The Licensee shall assist the Licensor at the Licensor's cost as necessary to achieve cancellation.
6. Know the maintenance of Trademarks: The Licensor shall take all reasonable steps to maintain registrations for the Trademarks in the Territory. The Licensee shall provide all assistance required by the Licensor to enable the Licensor to prepare, file and prosecute any new trademark applications for any of the Trademarks in any jurisdiction.
7. Understand the payment of royalties: The Licensee shall pay the Royalty to the Licensor, calculated and paid within a specified number of days of the end of each successive quarter, commencing 1 January, 1 April, 1 July, and 1 October in each calendar year.
8. Seek legal advice: Before signing any legal document, it is always advisable to seek legal advice to ensure you understand the terms and conditions of the agreement fully.
In conclusion, this trademark license agreement provides the Licensor with a mechanism for protecting their Trademarks while allowing the Licensee to use them for specific products or services in a specified Territory. The Licensee is required to pay a royalty to the Licensor, and the agreement includes provisions for the maintenance of the Trademarks and their early termination.