Trademark Licence Agreement

A Trademark License Agreement is a legal contract between two parties, the Licensor and the Licensee, where the Licensor grants the Licensee the right to use their trademarks, in exchange for a fee or royalty. The agreement outlines the terms and conditions of the license and the responsibilities of both parties.

The agreement begins with an interpretation section that defines the terms and expressions used in the agreement, including Brand Guidelines, Business Day, Exclusive, Licensed Products, Licensed Services, Net Sales, Royalty, Sole, Territory, Term, Trademark Office, and Trademarks.

The Grant of License section defines the terms of the license. The Licensor grants the Licensee a license to use the Trademarks during the Term in the Territory for the Licensed Products and Services, subject to the terms of the agreement. The Licensee acknowledges that the license only covers the unregistered right, title, and interest in the Trademarks in territories where the Licensor has not registered the Trademarks. The Licensor records the license granted to the Licensee with the Trademark Office, and the Licensee may be required to execute a short form recordal license.

The Maintenance of Trademarks section outlines the responsibilities of the Licensor and the Licensee for maintaining the Trademarks' registrations in the Territory. The Licensor will take all reasonable steps to maintain the Trademarks' registrations in the Territory at the Licensee's cost. The Licensee must provide all assistance required by the Licensor, including preparing evidence of the Licensee's use of the Trademarks.

The Royalty and Payment section outlines the Licensee's obligation to pay the Licensor a royalty of a certain percentage of the Net Sales of the Licensed Products and Services. The Licensee must pay the royalty within a specified time frame.

The Quality Control and Branding section outlines the Licensor's quality control rights and obligations, including the right to inspect the Licensee's use of the Trademarks and ensure compliance with the Brand Guidelines.

The Termination section outlines the circumstances under which the agreement may be terminated, including breach of the agreement, insolvency, and expiration of the Term.

The Confidentiality and Non-Disclosure section outlines the parties' obligations regarding confidential information and intellectual property rights.

The Indemnity section outlines the Licensee's obligation to indemnify the Licensor against any claims arising from the Licensee's use of the Trademarks.

The Notices section outlines the requirements for communication between the parties.

The General section includes various provisions, including the assignment and governing law provisions.

In conclusion, the Trademark License Agreement is a legal document that outlines the terms and conditions of a license between the Licensor and Licensee for the use of the Trademarks. The agreement covers the Grant of License, Maintenance of Trademarks, Royalty and Payment, Quality Control and Branding, Termination, Confidentiality and Non-Disclosure, Indemnity, Notices, and General provisions.

How to use this Document?

1. Introduction: The TradeMark Licence Agreement is a legal document that defines the terms and conditions for the use of a trademark by a licensee from a licensor.

2. Parties: The agreement is made between the licensor and the licensee. The names, principal places of business, and addresses of the parties are included in the document.

3. Whereas: This section sets out the background and the intentions of the parties to the agreement. It establishes the ownership of the trademark by the licensor and the licensee's need to obtain a licence to use the trademark.

4. Interpretation: This section defines some of the key terms used in the agreement and clarifies the meaning of expressions and phrases.

5. Grant of License: This section explains that the licensor grants the licensee a licence to use the trademark for a specified period, subject to certain terms and conditions. It also defines the scope of the licence and the territory where it can be used.

6. Maintenance of Trademarks: This section outlines the responsibilities of the licensor and licensee regarding maintaining registrations for the trademarks in the territory.

7. Royalties: This section sets out the payment terms and conditions, including the percentage of sales that the licensee must pay to the licensor.

8. Records and Reports: The licensee must keep accurate records of its use of the trademarks and submit regular reports to the licensor.

9. Obligations of the Licensee: This section sets out the licensee's obligations, including using the trademark according to the brand guidelines, not doing anything to harm the trademark, and complying with all applicable laws and regulations.

10. Termination: This section explains how the agreement can be terminated and the consequences of termination.

11. General: This section contains general provisions, such as the governing law and jurisdiction, entire agreement, amendments, and notices.

12. Conclusion: The Trademark Licence Agreement is a legally binding document that protects the licensor's rights to its trademark while allowing the licensee to use the trademark for a specified period, subject to certain terms and conditions.