Trademark license contract

China ____________________ is one party, _______ country ____________ company is the other party:

Whereas the licensor has a certain value and is registered as a trademark;

Whereas the recipient wishes to use the trademark in the manufacture, sale and distribution of the product;

The authorized representatives of both parties agreed to sign this contract on the following terms through friendly negotiation.

Article 1 Definition

1.1 “Registered Trademark” - means the trademark registered in the Trademark Office of the People's Republic of China as referred to in the Attached File of this Contract. The registered trademark is numbered _________.

1.2 “Licensor” means the ________ country ___________ company, or the legal representative, agent and property successor of the company.

1.3 “Recipient” means the Chinese __________ company, or its legal representative, agent and property successor.

1.4 “Contracted Products” means the products listed in the Subsidiary Archives II of the Contract.

1.5 “Net sales price” refers to the balance of the sales invoice price of the contract product after deducting the packaging fee, transportation fee, insurance fee, commission, commercial discount, tax, and purchased parts.

1.6 “Contract Effective Date” means the date of signature of the parties to this contract.

Article 2 Scope of the contract

2.1 In accordance with the following terms and conditions, the Recipient agrees to obtain from the Licensor, and Licensor agrees to grant the Recipient the license to use the Registered Trademark referred to in Subsidiary File 1 and to use it only in the manufacture and sale of the Contract Products. The name, model, specifications and technical parameters of the contract product can be found in the attached file II of this contract. This right is exclusive and is a non-transferable right. Licensor agrees to use this trademark when it is not granted to someone else to sell the contract product within the validity period of the contract during the term of the contract.

2.2 Licensing is only valid in the _________ area. The Recipient agrees not to use or authorize others to use the Trademark, directly or indirectly, in other jurisdictions, and to knowingly sell the Product to third parties who intentionally or likely to sell the Pledged Products in other jurisdictions.

2.3 Licensor is responsible for providing the recipient with relevant information on the registered trademark, including the letter, pattern, application status, and serial number of the registered trademark. For details, please refer to Attachment 1 of this contract.

2.4 The Recipient agrees to mark “registered trademark __________ company __________ years” or other required licensor's mark in the sale of the contract product or in the advertising, promotion and display materials of the contract product.

Article 3 Contract price

3.1 In accordance with the content and scope of Article 2, this contract uses the commission method to calculate the usage fee. The currency unit of the consideration is USD.

3.2 The calculation fee for the use fee of this contract begins on the _____ month after the effective date of the contract and is calculated on the calendar year. The December 31 of each year is the settlement date of the usage fee.

3.3 The usage fee is calculated based on the net sales price of the contracted product of the year, and the royalty rate is _______%.

3.4 Within _____ days after the usage fee settlement date, the Recipient shall provide the Licensor with a complete and accurate report indicating the sales volume, net sales and user fees payable by the Recipient of the previous year, net sales For the specific calculation method of the usage fee, see Attachment III of this contract. If there is any inconsistency or error in the report or payment, the licensor shall raise the challenge within _____ days after receiving the report, and the receiving party shall promptly correct it.

3.5 The Recipient agrees to establish and retain all accounting books and records relating to trading activities under this Contract. If the licensor needs to check the account of the recipient, it shall notify the recipient within 10 days after receiving the written report from the recipient in accordance with the provisions of Article 3.4. The specific contents and procedures of the audit are detailed in Attachment IV of this contract.

Article 4 Payment terms

4.1 The usage fee specified in Article 3 of this contract will be paid by the recipient to the licensor through the bank of __________ and __________, and the currency used in the payment shall be USD.

4.2 The Licensor shall immediately open the relevant documents after receiving the written report issued by the Recipient in accordance with the provisions of Article 3.4. The Recipient shall pay the following documents within 30 days after receiving the following documents issued by the Licensor. The fee for use to the licensor:

A. The usage fee is calculated in quadruplicate;

B. Commercial invoices in quadruplicate;

C. The current draft is in duplicate.

4.3 In accordance with the provisions of this contract, if the licensor needs to pay a fine or compensation to the recipient, the recipient is entitled to deduct directly from the above fees.

Article 5 Delivery of information

5.1 Licensor shall provide the recipient with the name and content of the registered trademark and the relevant circumstances of the license to apply for registration with the China Trademark Office in accordance with the provisions of Attachment 1 of this contract.

5.2 Licensor shall, at the same time as signing this contract, deliver the information specified in Article 5.1 to the recipient.

Article 6 Quality of goods

6.1 The recipient agrees that the contract product will meet high standards, its sample, appearance and quality will be able to perform its best, and will protect and strengthen the reputation of the trademark and the reputation it represents. The receiving party guarantees that the contract product meets the quality standards stipulated in the subsidiary file II, and the production, sale and distribution of the contract product will conform to the law of the place of sale, and shall not affect the reputation of the licensor and its trademark itself.

6.2 In order to achieve this goal, the Recipient shall send to the Licensor a certain number of product samples, and its packaging cartons and packaging materials, free of charge, prior to the sale of the Contract Products, with the written consent of the Licensor. The quality samples of the contract product and its carton and packaging materials are subject to the consent of the licensor. Each product submitted to Licensor may not be considered approved until it has obtained its written consent. After the sample has been approved as described in this section, the recipient cannot make substantial changes without the written consent of the licensor. The Licensor cannot revoke its consent to the sample unless the recipient is notified in writing 60 days in advance.

6.3 After the recipient begins to sell the contracted product, at the request of the licensor, the licensor will be provided with a random sample of no more than __________ pieces and related cartons, crates and packaging materials.

Article 7 Infringement and Guarantee

7.1 The Licensor's Guarantee is the legal holder of the registered trademark of this deed and has the right to use it to the recipient. If a third party alleged infringement occurs during the execution of the contract, the Licensor shall be responsible for the negotiation with the third party and shall bear All legal and economic responsibilities arising therefrom.

7.2 The Recipient is responsible for claims, suits or losses arising from other acts or products for its own and/or Licensor's claims, litigation or losses arising out of its non-authorized use of the Contract Product's trademarks, patents, processes, design ideas, methods. Defend and protect the licensor from loss.

7.3 The Recipient agrees to provide Licensor with the necessary assistance to protect Licensor's rights in the trademark. To the extent known to the recipient, the Recipient shall inform the Licensor in writing of the infringement and imitation of the trademark of the Contract Product. Both parties may file a lawsuit or claim against such conduct in their own name or on behalf of both parties.

Article 8 Promotional materials

8.1 In any case, if the recipient wishes to obtain promotional materials for the contractual product, the cost and time of production of the promotional material shall be borne by the recipient. All property rights in respect of promotional materials relating to this contract mark or its reproduction shall be the property of the recipient. Licensor shall pay the fee if the Licensor requests or uses it for the other party. At that time, the two parties may negotiate and sign the contract separately.

8.2 The Recipient agrees not to use the propaganda or advertisement of the contract product using the contract mark on the radio or television station without the prior written approval of the Licensor. Licensor is free to agree to approve or disapprove.

Article 9 Distribution

9.1 The recipient agrees to exercise diligence and continue to manufacture, distribute or sell the contracted product, and will make necessary and appropriate arrangements for this purpose.

9.2 The Recipient shall not sell the Contract Products to those who have obtained the commission for the purpose of obtaining the commission, and may use the contract product as a promotional gift to promote the purpose of the tying activity and the sales method without the written consent of the licensor. Wholesalers, retailers, retail stores and traders.

Article 10 Bankruptcy, breach of contract

10.1 If the Recipient fails to commence production and sale of the Contract Product within _____ months after the agreement is reached, Licensor may notify the Recipient in writing to terminate the contract.

10.2 If the recipient filed a bankruptcy petition, was declared bankrupt, or filed a bankruptcy suit against the recipient, or the recipient was insolvent, or the recipient transferred for the benefit of its creditor, or made in accordance with the bankruptcy law, or the recipient stopped This contract is automatically terminated if it is operated or if someone accepts its business. The Recipient, its Recipient, Representative, Trustee, Agent, Manager, Heir or Assignee shall not be entitled to sell, use or otherwise operate the Contract Product, or the relevant carton, unless agreed to in writing by Licensor. ,Packaging material. This must be observed.

10.3 If either party breaches its obligations under the terms of this contract, the other party has the right to terminate the contract after 10 days' written notice to the other party, unless the defaulting party makes full compensation for the damage caused by the breach of contract within 10 days, so that the other party is satisfied.

Article 11 Final report

11.1 Within 10 days before the expiration of the contract, or within 10 days of receipt of the notice of termination of the contract, or within 10 days of the termination of the contract without notice, the recipient shall issue a report to the licensor stating the And the number and type of contract products being processed.

11.2 Licensor has the right to conduct a physical inventory to confirm the inventory status and the accuracy of the report. If the recipient rejects the licensor's verification, it will lose the right to process the inventory.

Article 12 Inventory Processing

12.1 After the contract is terminated in accordance with the provisions of Article 10, in the event that the recipient has paid the user fee and has provided the report in accordance with the requirements of Article 3, if there is no additional provision in the contract, the recipient may, within days after receiving the notice of the termination contract Handling contract products in their hands and in processing.

12.2 If the quality and style of the contract product produced by the recipient does not meet the requirements of the licensor and the contract is terminated, the recipient shall not produce, sell or process any contract product.

Article 13 Taxes and fees

13.1 All taxes and fees imposed by the Government of the People's Republic of China on the execution of this contract levied on the recipient in accordance with its current tax laws shall be borne by the receiving party.

13.2 All taxes and fees imposed by the Government of the People's Republic of China on the execution of this contract by the Licensor in accordance with its current tax laws shall be borne by the Licensor.

Article 14 Force majeure

14.1 If either party to the contract affects the execution of the contract due to war or severe natural disasters such as floods, fires, typhoons and earthquakes, and other accidents that may be considered as force majeure, the extension of the period of performance of the contract and the extension of the period It is equivalent to the time affected by the accident.

14.2 The party affected by force majeure shall promptly notify the other party of the occurrence of the force majeure accident by telex or telegram, and submit the certificate file issued by the relevant authority to the other party for confirmation within 14 days by airmail registration letter.

14.3 If the impact of a force majeure accident lasts for more than 120 days, the parties to the contract shall resolve the implementation of the contract through friendly negotiation.

Article 15 Settlement of disputes

15.1 The parties shall resolve all disputes arising out of or in connection with this contract through friendly negotiation.

15.2 If the parties cannot reach an agreement through negotiation, they shall submit to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules currently in force at the time of applying for arbitration. The arbitral award is final and binding on both parties.

15.3 The arbitration fee shall be borne by the losing party.

15.4 In the course of the dispute, the rest of the contract will continue to be executed, except for the part in which the arbitration is taking place.

Article 16 Entry into force of the contract and other

16.1 This contract is signed by _____ on the _____________________________________________________________________________________________________________________________ It will take effect from the date of signature.

16.2 The validity period of this contract shall be _____ years from the effective date of the contract. After the expiration of the validity period, this contract will automatically become invalid.

16.3 After the expiration of this contract, the recipient shall not use the trademark or similar trademark in the manufacture, sale or distribution of its own products except as provided in Article 12. The Licensor is free to transfer to others the right to use the Trademark in the production, sale and distribution of the Products.

16.4 In the execution of this contract, any changes, modifications, additions and deletions to its terms must be agreed upon by both parties and signed into a written file, which is an integral part of the contract and has the same effect as the contract.

16.5 After the expiration of this contract, the outstanding claims and debts of both parties are not affected by the expiration of the contract, and the debtor shall continue to complete the outstanding debts of the creditors.

16.6 This contract consists of Articles 1 through 16 and Attachment File 1 to Attachment File 4. The body and subsidiary files of the contract are inseparable and have the same legal effect.

16.7 Both parties to this contract hold two copies. During the validity period of the contract, the communication between the two parties is conducted in English. Official notice shall be in writing, by airmail, in duplicate. The legal address of the parties to the contract is as follows:

A. Recipient: ________________________

Address: ________________________

Telex: ________________________

Fax: ________________________

B. Licensor: ________________________

Address: ________________________

Telex: ________________________

Fax: ________________________

Recipient authorized representative

Licensor authorized representative