TRADEMARK LICENSE AGREEMENT
THIS TRADEMARK LICENSE AGREEMENT ("Agreement") is made as of [Date],
BETWEEN:
[Licensor Name], a [State] [entity type], at [Address] ("Licensor"),
AND:
[Licensee Name], a [State] [entity type], at [Address] ("Licensee").
1. DEFINITIONS
1.1 "Licensed Mark(s)" means the trademarks, service marks, trade names, logos, and associated goodwill described in Exhibit A, including Registration No. [Number] with the [USPTO/relevant office].
1.2 "Licensed Products/Services" means the goods and/or services described in Exhibit B for which Licensee is authorized to use the Licensed Marks.
1.3 "Territory" means [geographic area/worldwide].
1.4 "Quality Standards" means the standards for the Licensed Products/Services as set forth in Exhibit C and as updated by Licensor from time to time.
1.5 "Net Revenue" means gross revenue from Licensed Products/Services less returns, allowances, shipping costs, and applicable taxes.
2. LICENSE GRANT
2.1 Grant. Licensor grants Licensee a [non-exclusive/exclusive] license to use the Licensed Marks in connection with the Licensed Products/Services within the Territory during the Term, subject to the terms of this Agreement.
2.2 Sublicensing. Licensee [may/may not] sublicense the Licensed Marks. Any sublicense requires prior written approval from Licensor and must include terms at least as protective as this Agreement.
2.3 Reservation of Rights. Licensor retains all rights not expressly granted, including the right to use the Licensed Marks and to grant licenses to others [outside the Territory / for other products].
3. QUALITY CONTROL
3.1 Standards. All Licensed Products/Services shall meet the Quality Standards. Licensee shall not use the Licensed Marks in connection with any products or services that do not meet these standards.
3.2 Samples. Licensee shall submit representative samples of Licensed Products and marketing materials bearing the Licensed Marks to Licensor for approval [before first use / quarterly]. Licensor shall approve or reject within [15] business days.
3.3 Inspection. Licensor shall have the right to inspect Licensee's facilities and review Licensed Products/Services upon [30] days notice to ensure compliance with Quality Standards.
3.4 Corrective Action. If Licensed Products/Services fail to meet Quality Standards, Licensee shall: (a) immediately cease distribution of non-conforming items; (b) implement corrective measures within [30] days; (c) provide evidence of compliance to Licensor.
4. TRADEMARK USAGE GUIDELINES
4.1 Proper Use. Licensee shall use the Licensed Marks exactly as specified by Licensor and in accordance with Licensor's trademark usage guidelines (Exhibit D).
4.2 Attribution. All uses of the Licensed Marks shall include appropriate trademark notices (™ or ®) and the following attribution: "[Licensed Mark] is a [registered] trademark of [Licensor Name], used under license."
4.3 No Modification. Licensee shall not modify, alter, or combine the Licensed Marks with other marks or designs without prior written approval.
4.4 Domain Names. Licensee shall not register any domain names containing the Licensed Marks without Licensor's prior written consent.
5. ROYALTIES AND PAYMENT
5.1 Royalty Rate. Licensee shall pay Licensor a royalty of [Percentage]% of Net Revenue from Licensed Products/Services, with a minimum annual royalty of $[Amount].
5.2 Advance. Licensee shall pay a non-refundable advance of $[Amount] upon execution, creditable against royalties.
5.3 Payment Schedule. Royalties shall be calculated and paid [quarterly], within [30] days after each quarter end, accompanied by a statement of Net Revenue.
5.4 Audit Rights. Licensor may audit Licensee's books and records related to Licensed Products/Services once per year with [30] days notice. If an audit reveals underpayment of more than [5]%, Licensee shall bear the audit costs.
6. INTELLECTUAL PROPERTY
6.1 Ownership. The Licensed Marks are and shall remain the exclusive property of Licensor. Licensee's use inures to Licensor's benefit.
6.2 No Challenge. Licensee shall not challenge the validity of the Licensed Marks or Licensor's ownership thereof during or after the Term.
6.3 Infringement. Licensee shall promptly notify Licensor of any infringement or unauthorized use of the Licensed Marks. Licensor shall have the primary right to enforce; Licensee shall cooperate at Licensor's expense.
6.4 Registration. Licensor shall maintain registrations for the Licensed Marks. Licensee shall not file applications for the Licensed Marks or confusingly similar marks.
7. TERM AND TERMINATION
7.1 Term. This Agreement commences on [Start Date] and continues for [Number] years ("Initial Term"), with automatic renewal for successive [1-year] periods unless terminated.
7.2 Termination for Cause. Either Party may terminate upon [60] days written notice if the other materially breaches and fails to cure within [30] days.
7.3 Immediate Termination. Licensor may terminate immediately if: (a) Licensee fails to meet Quality Standards after notice; (b) Licensee becomes insolvent or files for bankruptcy; (c) Licensee challenges Licensor's ownership of the Marks.
7.4 Wind-Down. Upon termination, Licensee shall: (a) immediately cease all use of the Licensed Marks; (b) destroy or return all materials bearing the Marks within [30] days; (c) sell existing inventory bearing the Marks for a period not exceeding [90] days, with continued royalty obligations.
8. REPRESENTATIONS AND WARRANTIES
8.1 Licensor represents it owns the Licensed Marks and has authority to grant this license.
8.2 Licensee represents it has the capacity to perform its obligations and will comply with all applicable laws.
9. INDEMNIFICATION
9.1 Each Party shall indemnify the other from claims arising from its breach of this Agreement or negligence.
9.2 Licensee shall indemnify Licensor from claims arising from defective Licensed Products/Services.
10. GOVERNING LAW
10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [State/Jurisdiction], without regard to its conflict of law provisions.
10.2 Any disputes arising under this Agreement shall be resolved in the courts of [County], [State], and each Party consents to the exclusive jurisdiction thereof.
11. SEVERABILITY
11.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12. ENTIRE AGREEMENT
12.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings. No amendment shall be valid unless in writing signed by both Parties.
13. NOTICES
13.1 All notices shall be in writing and delivered by: (a) personal delivery; (b) certified mail, return receipt requested; or (c) overnight courier, to the addresses set forth above.
14. FORCE MAJEURE
14.1 Neither Party shall be liable for failure to perform due to circumstances beyond reasonable control, including acts of God, natural disasters, war, pandemics, or government actions.
DISCLAIMER: This template is for informational purposes only and does not constitute legal advice. Consult qualified legal counsel before executing.
SIGNATURES
[PARTY A]:
Signature: _________________________ Name: [Full Name] Title: [Title] Date: __________
[PARTY B]:
Signature: _________________________ Name: [Full Name] Title: [Title] Date: __________
