Trademarks Licence Agreement whereby the Licensor grants the Licensee the right to use the trademarks for products, goods or services. This is drafted in favour of the Licensor.
The Licensor is the owner of [TRADEMARK] and the Trademarks (as defined below).
The Licensor has agreed to grant the Licensee a licence to use the Trademarks, on the terms and conditions set out in this agreement.
The payment of [AMOUNT] by the Licensee to the Licensor or the Licensor's nominee.
The payment under 4.1 is one-off and the licence shall be royalty free during the Term.
The Licensee is required to make payment within [DAYS] of this Agreement. Licence will not commence until the receipt of the payment under Clause 4.1 above by the Licensor.
All customs, value-added tax and other taxes and duties arising in connection with the performance of this agreement inside the [TERRITORY] shall be paid by the Licensee.
Where the Licensee is required by the terms of this agreement to pay or reimburse the Licensor for the costs or expense of any supplies made to the Licensor, the Licensee shall also at the same time pay and indemnify the Licensor against all VAT input tax incurred by the Licensor in respect of such supplies save to the extent that the Licensor is entitled to repayment or credit in respect of such VAT input tax.
The Licensee shall pay all amounts payable by it under this agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding. If a deduction or withholding is required by law, the Licensee shall pay such additional amount as will ensure that the net amount the Licensor receives (after account is taken of any such deduction or withholding in respect of the additional amount) equals the full amount which it would have received had the deduction or withholding not been required.
PROVIDED THAT if the Licensor determines that it has obtained, or is entitled to obtain, a tax benefit (including any repayment, credit against tax, deduction or tax relief) by reason of any deduction or withholding in respect of which the Licensee has made an increased payment, the Licensor shall, provided it has received all amounts which are then due and payable by the Licensee under any of the provisions of this Agreement, pay to the Licensee (to such extent that the Licensor can do so without prejudicing the amount of such benefit) such amount, if any, as the Licensor shall determine will leave the Licensor in no worse a position than the Licensor would have been in if the deduction or withholding had not been required (after taking into account the value of any tax benefit arising by reason of such payment by the Licensor). The Licensor shall comply with all reasonable requests from the Licensee to file, or to provide the Licensee with, such forms, statements or certificates as shall enable the Licensor or Licensee to claim a reduced rate of tax or exemption from tax with respect to any taxes required to be borne by the Licensee pursuant to this agreement.
If any tax authority brings into charge to tax any sum paid by the Licensee by way of indemnity or reimbursement hereunder, then the Licensee shall pay such additional amount as shall be required to ensure that the total amount paid, less the tax chargeable on such amount (taking account of the tax treatment of the matter giving rise to indemnity or reimbursement), is equal to the amount that would otherwise be payable under the relevant clauses.
The Licensee shall pay any stamp duty or documentary taxes payable arising from or pursuant to this agreement, any ancillary agreement, or any agreement entered into pursuant to this agreement.
Interest shall be payable by the Licensee on any amounts which are not paid by the due date for payment. All interest shall accrue and be calculated on a daily basis (both before and after any judgment) at the rate of 5 per cent per annum above the base rate of banks from time to time, for the period from the due date for payment until the date of actual payment. All interest shall be payable on demand.
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