International (non-exclusive) trademark license contract
Party A: ____________________________________
Address: ____________ Postal Code: ____________ Telephone: ____________
Legal representative: ____________ Position: ____________
Party B: ____________________________________
Address: ____________ Postal Code: ____________ Telephone: ____________
Legal representative: ____________ Position: ____________
The parties to the contract signed and entered into force on ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Article 1 Definition
1. "Product" means the goods that are associated with the trademark that the Licensor is using and which Licensee will use.
2. "Licensed trademark" means as shown in Appendix A.
Second background description
Regarding its products, Licensor has selected and is using this Licensed Trademark, which has been registered or has been applied for registration as shown in Appendix B.
The Licensor has spent a great deal of time, energy and financial resources to obtain and maintain a unique reputation for selling its high quality goods under a licensed trademark.
Licensee recognizes the value and validity of this Licensed Trademark and wishes to obtain a non-exclusive license from the Licensor.
Licensor is willing to grant the Licensee a non-exclusive license to the Licensee.
Article 3 Authorization; Ownership
1. Licensor grants Licensee a non-exclusive license in accordance with the terms and conditions of this Agreement: Licensee may use the Licensed License in the manufacture and sale of the Products fully described in Appendix C.
2. The license granted under Article 3, paragraph 1, is limited.
3. Permits granted under Article 3, paragraph 1, are limited to geographical areas.
4. A license granted under Article 3, paragraph 1, does not give Licensee the right to make the other party manufacture the product. .
5. Licensee confirms the ownership of the Licensee's Licensed Trademark and warrants respect and maintenance of this Ownership. In the use of the Licensed Trademark, Licensee warrants that it will not prejudice the licensor's reputation and interests, and Licensee understands and agrees that: This Agreement does not grant Licensee any other rights, qualifications or benefits other than the right to use the Licensed Trademarks provided for in the Agreement. Licensee does not doubt the licensor's ownership of the Licensed Trademark or the validity of this Agreement.
Article 4 Licensing period; rights and obligations after termination
1. If it is not terminated early, the license granted here will last for _______ years from the effective date.
2. Licensor has the right to terminate this Agreement in the following circumstances, but must notify the Licensee in writing 30 days in advance; the Licensee violates the material terms of this Agreement; the Licensee declares bankruptcy or is insolvent; The Licensor appoints the Receiver or the Trustee to possess its assets or the government authorities seizes the Licensee's property; the Licensee conducts an auction or sale; the Licensee merges with another business.
3. Termination of the agreement
A The license granted here shall be terminated as required.
After the termination of the Agreement, Licensee shall not advertise or sell any goods, promote or provide any services, retain any business name, or perform other activities in the name of a Licensed Trademark or any similar trademark that is confusing.
After the termination of the C Agreement, Licensee shall cease all activities that it considers to have the right to use the Licensed Trademark and cease all activities that it considers to be associated with the Licensor; except in the event that the Licensee breaches the Agreement and the Licensor terminates the License, Orders received before the termination date, Licensee can supply as usual.
Article 5 Remuneration
1. It is sufficient and appropriate for the parties to confirm the agreement on compensation.
2. Within ________ days after the effective date of this Agreement, Licensee shall pay the Licensor ____________ USD.
3. Licensee agrees to pay royalties for the use of the Licensed Trademark in the Promotional Product, which is calculated as ____________% of Licensee's sales. Pay before the 15th of each month and calculate the usage fee based on the total sales of the previous month. The monthly usage fee should be paid at the same time as the total sales for the previous month. Total sales should not include surcharges, business taxes, or other taxes collected by customers that are licensed to customers. Because these taxes are only attached to the price of the product and collected by the licensee and paid to the government.
Article 6 Accounting Accounts
Licensee's use of the Licensed Trademark or the sale of the Goods in question shall be recorded in a complete and accurate manner and shall be kept in a safe place. The sole purpose is to determine whether the payment for the royalty has been properly implemented in accordance with this Agreement. The Licensor or its representative has the right to review the Licensee's accounts at the appropriate time and during normal business hours, and the review fee shall be borne by the Licensor. If the error is found to exceed 5%, Licensee shall indemnify the Licensor for all of the review fees, including travel expenses, food and clothing expenses, and the salary of the examiner sent by the Licensor.
Article 7 Quality standards and maintenance; the use of trademarks
1. All goods that use the Licensed Trademark must be manufactured, advertised and sold in accordance with the product specifications provided by the Licensor. The specifications are listed in Appendix C, but the Licensee may amend it at any time during the term of this Agreement.
2. Licensee agrees to cooperate with Licensor in maintaining the Licensor's standards and controlling the quality and performance of all Licensed Trademark-related goods it sells.
A. Licensed trademark products should be sent to the licensor for approval of any samples of such products or samples of such advertising or written materials before they are placed on the market for the first time or before entering commercial circulation for the first time. Licensor shall not be unreasonably detained. Licensor shall notify the Licensee in writing of the approved or unapproved opinions within 10 working days after receiving the sample. If it is not approved, the licensor should state its reasons.
B. At the appropriate time during the term of this Agreement, once the Licensor has requested it, Licensee shall promptly submit to the Licensor a sample or sample of the promotional advertisement of the Licensed Trademark Product. If the product or advertisement does not meet the licensor's specifications and standards, the licensor may deny it, and the licensee shall stop selling the negated product and stop using the negative advertisement. Licensee must overcome the shortcomings of the product and advertising and seek the approval of the licensor again to re-sell the product and use the advertisement.
3. Licensee agrees to use the Licensed Trademark only in the manner or form prescribed by the Licensor and does not add any other mark to the Licensed Trademark without the prior written approval of Licensor.
4. In each license registration trademark, Licensee shall strictly abide by all marking requirements, which is required by law or to protect Licensor's rights in licensing trademarks. Act in accordance with applicable law. Subject to the written request of Licensor, Licensee agrees to include a license in the use of the Licensed Trademark stating that the Licensed License is a license granted by Licensor.
Article 8 Guarantee
1. Licensor warrants that it is the owner of the Licensed License; Licensor has not found any infringement of any other rights arising from the sale of the Licensed Trademark Product; Licensor has the right to enter into this Agreement and may grant the Licensee the rights under this Agreement to Licensee. .
2. Licensor does not guarantee the products or services provided and sold by Licensee.
3. Licensee warrants that it has the right to enter into this Agreement; to ensure that it does not breach its other obligations as a party by virtue of its obligations under this Agreement; and to ensure that the Licensed Trademark is used in a manner expressly set forth in the terms and conditions of this Agreement.
Article 9 Independence of the contractor; compensation
1. Licensee is an independent contractor, not an agent, not a partner of a joint speculator, or a licensor.
2. During the term of this Agreement, Licensee shall, at its own expense, participate in Comprehensive Liability Insurance, including contractual and product liability insurance, covering all goods and activities related to the Licensed Trademarks of this Agreement, with a total insurance coverage of not less than US$ ______. Licensee shall provide the Licensor with a copy of the insurance certificate, or a copy of the other insurance certificate, which obliges the Licensor that its rights and claims arising out of the rights granted under this Agreement have been protected.
Article 10 Advertising; publicity
In the case of a advertised advertisement in the licensee market authorized by this License, both parties may wish to include such clauses in the agreement, which stipulate that the parties should share the type of advertising and expenses. With regard to the form, size and layout of the advertisement, Licensee wishes to obtain the licensor's warranty. If Licensor makes an advertisement for a Licensed Trademark goods or services in the Licensee's market, it may wish to receive a grant from Licensee, for example, in accordance with the Licensee's total sales to the Licensor and Licensee in that market. Calculated by the ratio of the total sales of the other licensees.
Article 11 Third party infringement
Licensee agrees to notify Licensor immediately of any unauthorized use of the Licensed License. Whether or not the infringement or unfair competition is subject to the law is the exclusive right of the licensor, but the licensor agrees to take action on the above circumstances to negotiate with the licensee, including the legal fees and the distribution of the compensation.
Article 12 Other articles
1. Dispute resolution:
2. Modification of the contract:
A This Agreement is a complete agreement between the parties concerning the subject matter in question. All previous oral or written understandings or agreements concerning the above objects are replaced by this Agreement.
B Modifications to this Agreement must be signed by both parties and indicate the purpose of the modification.
3. Severability
If a clause of this Agreement is deemed to be illegal, invalid or unenforceable, the clause will be terminated, but this does not affect the validity of the other provisions of this Agreement, although the original Agreement does not contain the above provisions. The agreement will continue to be implemented.
4. Jurisdictional law
Regardless of the law chosen to govern this Agreement, the parties shall be familiar with the provisions of the law relating to trademarks, contracts and unfair competition in order to ensure the proper formulation of the provisions of this Agreement and the protection of the interests of the parties.
5. Compliance with the law of jurisdiction
Licensee agrees that it will receive any necessary approval from the relevant government authorities and that Licensee will settle or operate under this Agreement within the jurisdiction of the Authority. Licensee also agrees to comply with all local or national laws that bind this Agreement or its activities under the Agreement.
6. Force majeure
Any party that is prevented, interrupted or delays in performing its obligations or executing an agreement due to its uncontrollable accidental factors may waive the party’s obligations and the performance of the agreement as long as the obstacle persists.
7. Non-automatic waiver
If any party fails to exercise its rights under this Agreement or does not strictly adhere to the terms of this Agreement, it cannot be considered to have waived other rights.
8. Equal treatment
Licensee shall pay special attention to the inclusion of such a provision in the Agreement that if the subsequent licensee has a lower usage fee, he shall also enjoy the same treatment. Licensors usually resist such clauses, and even if they agree, they generally insist on restricting them, for example, the licensee accepts the terms of the other license agreements that are not favorable to the licensee.
9. Notice
All notices, payments or bills required by this Agreement shall be delivered by hand or delivered to the recipient by registered mail or secured mail. The address of the recipient is as follows, at any time provided:
If sent to Party A: ________________________________________
If sent to Party B: ________________________________________
Notices, payments and bills are effective from the date of delivery and will take effect from the mailing date if the correct address and sufficient postage are paid by post.
As evidence, two copies of this Agreement have been signed by the representatives duly appointed by the parties for their entry into force.
Party A: ____________________________________
Representative signature: __________________________________________
date:______________________________________________
Party B: ___________________________________
Representative signature: ___________________________________________
date:_______________________________________________
Address: ____________ Postal Code: ____________ Telephone: ____________
Legal representative: ____________ Position: ____________
Party B: ____________________________________
Address: ____________ Postal Code: ____________ Telephone: ____________
Legal representative: ____________ Position: ____________
The parties to the contract signed and entered into force on ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Article 1 Definition
1. "Product" means the goods that are associated with the trademark that the Licensor is using and which Licensee will use.
2. "Licensed trademark" means as shown in Appendix A.
Second background description
Regarding its products, Licensor has selected and is using this Licensed Trademark, which has been registered or has been applied for registration as shown in Appendix B.
The Licensor has spent a great deal of time, energy and financial resources to obtain and maintain a unique reputation for selling its high quality goods under a licensed trademark.
Licensee recognizes the value and validity of this Licensed Trademark and wishes to obtain a non-exclusive license from the Licensor.
Licensor is willing to grant the Licensee a non-exclusive license to the Licensee.
Article 3 Authorization; Ownership
1. Licensor grants Licensee a non-exclusive license in accordance with the terms and conditions of this Agreement: Licensee may use the Licensed License in the manufacture and sale of the Products fully described in Appendix C.
2. The license granted under Article 3, paragraph 1, is limited.
3. Permits granted under Article 3, paragraph 1, are limited to geographical areas.
4. A license granted under Article 3, paragraph 1, does not give Licensee the right to make the other party manufacture the product. .
5. Licensee confirms the ownership of the Licensee's Licensed Trademark and warrants respect and maintenance of this Ownership. In the use of the Licensed Trademark, Licensee warrants that it will not prejudice the licensor's reputation and interests, and Licensee understands and agrees that: This Agreement does not grant Licensee any other rights, qualifications or benefits other than the right to use the Licensed Trademarks provided for in the Agreement. Licensee does not doubt the licensor's ownership of the Licensed Trademark or the validity of this Agreement.
Article 4 Licensing period; rights and obligations after termination
1. If it is not terminated early, the license granted here will last for _______ years from the effective date.
2. Licensor has the right to terminate this Agreement in the following circumstances, but must notify the Licensee in writing 30 days in advance; the Licensee violates the material terms of this Agreement; the Licensee declares bankruptcy or is insolvent; The Licensor appoints the Receiver or the Trustee to possess its assets or the government authorities seizes the Licensee's property; the Licensee conducts an auction or sale; the Licensee merges with another business.
3. Termination of the agreement
A The license granted here shall be terminated as required.
After the termination of the Agreement, Licensee shall not advertise or sell any goods, promote or provide any services, retain any business name, or perform other activities in the name of a Licensed Trademark or any similar trademark that is confusing.
After the termination of the C Agreement, Licensee shall cease all activities that it considers to have the right to use the Licensed Trademark and cease all activities that it considers to be associated with the Licensor; except in the event that the Licensee breaches the Agreement and the Licensor terminates the License, Orders received before the termination date, Licensee can supply as usual.
Article 5 Remuneration
1. It is sufficient and appropriate for the parties to confirm the agreement on compensation.
2. Within ________ days after the effective date of this Agreement, Licensee shall pay the Licensor ____________ USD.
3. Licensee agrees to pay royalties for the use of the Licensed Trademark in the Promotional Product, which is calculated as ____________% of Licensee's sales. Pay before the 15th of each month and calculate the usage fee based on the total sales of the previous month. The monthly usage fee should be paid at the same time as the total sales for the previous month. Total sales should not include surcharges, business taxes, or other taxes collected by customers that are licensed to customers. Because these taxes are only attached to the price of the product and collected by the licensee and paid to the government.
Article 6 Accounting Accounts
Licensee's use of the Licensed Trademark or the sale of the Goods in question shall be recorded in a complete and accurate manner and shall be kept in a safe place. The sole purpose is to determine whether the payment for the royalty has been properly implemented in accordance with this Agreement. The Licensor or its representative has the right to review the Licensee's accounts at the appropriate time and during normal business hours, and the review fee shall be borne by the Licensor. If the error is found to exceed 5%, Licensee shall indemnify the Licensor for all of the review fees, including travel expenses, food and clothing expenses, and the salary of the examiner sent by the Licensor.
Article 7 Quality standards and maintenance; the use of trademarks
1. All goods that use the Licensed Trademark must be manufactured, advertised and sold in accordance with the product specifications provided by the Licensor. The specifications are listed in Appendix C, but the Licensee may amend it at any time during the term of this Agreement.
2. Licensee agrees to cooperate with Licensor in maintaining the Licensor's standards and controlling the quality and performance of all Licensed Trademark-related goods it sells.
A. Licensed trademark products should be sent to the licensor for approval of any samples of such products or samples of such advertising or written materials before they are placed on the market for the first time or before entering commercial circulation for the first time. Licensor shall not be unreasonably detained. Licensor shall notify the Licensee in writing of the approved or unapproved opinions within 10 working days after receiving the sample. If it is not approved, the licensor should state its reasons.
B. At the appropriate time during the term of this Agreement, once the Licensor has requested it, Licensee shall promptly submit to the Licensor a sample or sample of the promotional advertisement of the Licensed Trademark Product. If the product or advertisement does not meet the licensor's specifications and standards, the licensor may deny it, and the licensee shall stop selling the negated product and stop using the negative advertisement. Licensee must overcome the shortcomings of the product and advertising and seek the approval of the licensor again to re-sell the product and use the advertisement.
3. Licensee agrees to use the Licensed Trademark only in the manner or form prescribed by the Licensor and does not add any other mark to the Licensed Trademark without the prior written approval of Licensor.
4. In each license registration trademark, Licensee shall strictly abide by all marking requirements, which is required by law or to protect Licensor's rights in licensing trademarks. Act in accordance with applicable law. Subject to the written request of Licensor, Licensee agrees to include a license in the use of the Licensed Trademark stating that the Licensed License is a license granted by Licensor.
Article 8 Guarantee
1. Licensor warrants that it is the owner of the Licensed License; Licensor has not found any infringement of any other rights arising from the sale of the Licensed Trademark Product; Licensor has the right to enter into this Agreement and may grant the Licensee the rights under this Agreement to Licensee. .
2. Licensor does not guarantee the products or services provided and sold by Licensee.
3. Licensee warrants that it has the right to enter into this Agreement; to ensure that it does not breach its other obligations as a party by virtue of its obligations under this Agreement; and to ensure that the Licensed Trademark is used in a manner expressly set forth in the terms and conditions of this Agreement.
Article 9 Independence of the contractor; compensation
1. Licensee is an independent contractor, not an agent, not a partner of a joint speculator, or a licensor.
2. During the term of this Agreement, Licensee shall, at its own expense, participate in Comprehensive Liability Insurance, including contractual and product liability insurance, covering all goods and activities related to the Licensed Trademarks of this Agreement, with a total insurance coverage of not less than US$ ______. Licensee shall provide the Licensor with a copy of the insurance certificate, or a copy of the other insurance certificate, which obliges the Licensor that its rights and claims arising out of the rights granted under this Agreement have been protected.
Article 10 Advertising; publicity
In the case of a advertised advertisement in the licensee market authorized by this License, both parties may wish to include such clauses in the agreement, which stipulate that the parties should share the type of advertising and expenses. With regard to the form, size and layout of the advertisement, Licensee wishes to obtain the licensor's warranty. If Licensor makes an advertisement for a Licensed Trademark goods or services in the Licensee's market, it may wish to receive a grant from Licensee, for example, in accordance with the Licensee's total sales to the Licensor and Licensee in that market. Calculated by the ratio of the total sales of the other licensees.
Article 11 Third party infringement
Licensee agrees to notify Licensor immediately of any unauthorized use of the Licensed License. Whether or not the infringement or unfair competition is subject to the law is the exclusive right of the licensor, but the licensor agrees to take action on the above circumstances to negotiate with the licensee, including the legal fees and the distribution of the compensation.
Article 12 Other articles
1. Dispute resolution:
2. Modification of the contract:
A This Agreement is a complete agreement between the parties concerning the subject matter in question. All previous oral or written understandings or agreements concerning the above objects are replaced by this Agreement.
B Modifications to this Agreement must be signed by both parties and indicate the purpose of the modification.
3. Severability
If a clause of this Agreement is deemed to be illegal, invalid or unenforceable, the clause will be terminated, but this does not affect the validity of the other provisions of this Agreement, although the original Agreement does not contain the above provisions. The agreement will continue to be implemented.
4. Jurisdictional law
Regardless of the law chosen to govern this Agreement, the parties shall be familiar with the provisions of the law relating to trademarks, contracts and unfair competition in order to ensure the proper formulation of the provisions of this Agreement and the protection of the interests of the parties.
5. Compliance with the law of jurisdiction
Licensee agrees that it will receive any necessary approval from the relevant government authorities and that Licensee will settle or operate under this Agreement within the jurisdiction of the Authority. Licensee also agrees to comply with all local or national laws that bind this Agreement or its activities under the Agreement.
6. Force majeure
Any party that is prevented, interrupted or delays in performing its obligations or executing an agreement due to its uncontrollable accidental factors may waive the party’s obligations and the performance of the agreement as long as the obstacle persists.
7. Non-automatic waiver
If any party fails to exercise its rights under this Agreement or does not strictly adhere to the terms of this Agreement, it cannot be considered to have waived other rights.
8. Equal treatment
Licensee shall pay special attention to the inclusion of such a provision in the Agreement that if the subsequent licensee has a lower usage fee, he shall also enjoy the same treatment. Licensors usually resist such clauses, and even if they agree, they generally insist on restricting them, for example, the licensee accepts the terms of the other license agreements that are not favorable to the licensee.
9. Notice
All notices, payments or bills required by this Agreement shall be delivered by hand or delivered to the recipient by registered mail or secured mail. The address of the recipient is as follows, at any time provided:
If sent to Party A: ________________________________________
If sent to Party B: ________________________________________
Notices, payments and bills are effective from the date of delivery and will take effect from the mailing date if the correct address and sufficient postage are paid by post.
As evidence, two copies of this Agreement have been signed by the representatives duly appointed by the parties for their entry into force.
Party A: ____________________________________
Representative signature: __________________________________________
date:______________________________________________
Party B: ___________________________________
Representative signature: ___________________________________________
date:_______________________________________________
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