International trademark license contract model

International trademark license contract format

This Agreement is signed by ________ Company __________ on _________________________________

Whereas the Licensor owns a trademark and service mark of a certain value and is registered, and owns and sells other Licensor's property as described in Section 1 of the Attachment, including the “Trademark”. This trademark is frequently used in radio or television, and appears in various promotional and advertising businesses, is widely recognized by the public, and has a close relationship with the licensor in the public impression; given the licensee's intention to manufacture, sell, distribute This trademark is used in the product; therefore, in consideration of the guarantees of both parties, the following agreement is reached:

First, the license

Product

Licensee grants Licensee a license to use the Trademark solely under the terms and conditions set forth below, and only manufactures, sells, and distributes the use of the following products.

2. Region

The license agreement is valid only in the ________ region. Licensee agrees not to use or authorize the use of the Trademark, directly or indirectly, in other jurisdictions, and to knowingly sell the Product to third parties who intentionally or likely to sell the Products under the Agreement in other jurisdictions.

3. Term

The license agreement shall take effect on the date of ________, if not terminated early, until the date of ________. If the terms of the agreement are met, the term of this agreement will be automatically renewed each year until the last renewal is terminated on December 31, ________. Beginning on December 31, ________, this License Agreement will automatically renew for one year at the end of each period until December 31 of the following year, unless one party terminates the written notice to the other party 30 days prior to the expiration of the agreement. Implementation of the agreement.

Second, the payment method

Proportion

Licensee agrees to pay the Licensor a ________% of the net sales of the Products sold by the Subsidiary, its subsidiaries, and other subsidiaries. “Net Sales” means total sales minus volume discounts and profits, but does not include cash discounts and uncollectible account discounts. The fees for the manufacture, sale or use of the product are not to be discounted from the royalties payable by the licensee. Licensee agrees that the payment of a higher royalty or a higher percentage of the license fee to other Licensors will automatically apply to this Agreement immediately.

2. Minimum usage fee

Licensee agrees to pay Licensor a minimum usage fee of US$ _____ as the minimum guarantee for the payment of the first period of the contract, which will be paid at the last or previous date of the first period. Advance payments made at the time of signing the agreement will not be included. This minimum usage fee will not be returned to Licensee under any circumstances.

3. Periodic report

After the first batch of agreed products are shipped, Licensee shall immediately provide the Licensor with a complete and accurate report indicating the quantity, overview, total sales, and detailed sales of the Licensee's products sold in the previous period. Discounts, net sales and profits in the previous period. Licensee will use the attached sample of the report provided to it by the Licensor. The licensee shall provide a report to the licensor whether or not the licensee has sold the product in the previous period.

4. Payment of usage fees

In addition to the above-mentioned minimum usage fee, the usage fee must be paid on the ________ day after the sales period, and the report of the above requirements is also submitted. After the Licensor accepts the report and the usage fee provided by the Licensee in accordance with the agreement, if there is any inconsistency or error in the report or payment, it may be challenged at any time, and the Licensee shall promptly correct and pay. Payment is in US dollars. The domestic tax payable within the permit is paid by the licensee.

Third, exclusive rights

1. This Agreement does not limit the Licensor's authority to grant the use of the Trademark by another party unless the License recognizes that the Trademark is not used to sell the Trademarks in Section 1 of the Agreement during the term of the Agreement.

2. The agreement stipulates that if the license asks the licensee to purchase the products mentioned in the first section for rewards, gifts or other promotional arrangements, the licensee has 10 days to decide whether or not to agree. If Licensee does not accept this request within 10 days, Licensor has the right to award, give or other promotional arrangements through other producers. In this case, when the price of other producers is higher than the licensee's payment to the licensee, the licensee has three days to meet the producer's requirements for producing such products. Licensee warrants that the agreed product will not be used as an incentive together with other products or services without the prior written consent of Licensor and will not sell the agreed product with other products or services that are rewarded.

Fourth, the credibility

Licensee acknowledges the value of the reputation associated with the mark, confirming that the mark, the relevant rights and the credit associated with the mark are solely the licensor, and that this mark has a subordinate meaning in the public impression.

5. Ownership of the licensor and protection of the rights of the licensor

1. Licensee agrees not to challenge the licensor's ownership and other rights in respect of the trademark during the term of the agreement and thereafter, and does not challenge the validity of this Agreement. If Licensor receives timely notice of claims and litigation, Licensor protects Licensee from damages arising from claims and litigation arising solely from the use of the Trademarks authorized by this Agreement, and Licensor may choose to defend such litigation . A settlement should not be reached for such claims and litigation without the consent of the licensor.

2. Licensee agrees to provide Licensor with the necessary assistance to protect Licensor's rights in the trademark. Licensor may, in accordance with its own wishes, respond to claims and litigation in its own name, in the name of the licensee or in the name of both parties. Licensee will notify the Licensor in writing of the infringement and imitation of the trademark of the agreed product; only the Licensor has the right to decide whether to take action against such infringement and imitation. Licensee shall not sue or take any action on infringement and imitation without prior written consent of Licensor.

6. Guarantee and product liability insurance provided by the licensee

Licensee is responsible for claims, suits or losses arising out of other acts or products for its own and/or Licensor's claims, litigation or losses arising out of its unauthorised use of the agreed product trademarks, patents, processes, facilities ideas, methods. Defend and protect the licensor from loss. Licensee shall, at its own expense, insure Product Liability Insurance to an insurance company that is qualified to operate in the ________ area, providing reasonable protection for Licensor's claims, litigation or losses arising from the product. Licensee will submit to the licensor a paid insurance policy with the licensor as the insured, on the basis of which the licensor can agree to the sale of the product. If the insurance policy is changed, the consent of the licensor must be obtained in advance. Licensor has the right to request permission to provide a new insurance policy. The term licensor includes its officers, directors, agents, employees, subordinates and affiliates, persons whose names are licensed, packaging manufacturers, broadcasters, television producers whose names are permitted to use, program relay stations, and program sponsors. And its advertising agencies, and their officials, directors, agents and employees.

Seven, the quality of goods

Licensee agrees that the agreed product will meet high standards and that its style, appearance and quality will perform at its best, and will protect and enhance the reputation of the trademark and its representatives. At the same time, the production, sale, and distribution of the agreed products will be subject to applicable federal, state, and local laws and shall not affect the reputation of the licensor, its programs, and the trademark itself. In order to achieve this goal, Licensee shall, prior to the sale of the agreed product, send to the Licensor a free quantity of product samples, including cartons, containers and packaging materials, with the written consent of the Licensor. The quality and style of the agreed product and its cartons, containers and packaging materials are subject to the consent of the licensor. Each product submitted to Licensor may not be deemed approved by its written consent. After the sample has been agreed as described in this section, Licensee may not make substantial changes without the prior written consent of Licensor. The Licensor cannot revoke its consent to the sample unless the Licensee is notified in writing 60 days in advance. Upon the commencement of the sale of the agreed product by Licensee, at the request of the Licensor, a random sample of no more than ________ pieces and associated cartons, crates and packaging materials will be provided to Licensor at no charge.

Eight, the label

1. Licensee agrees that the product under the Disposal License Contract or in the product advertisement, promotion and display materials will be marked as “registered trademark ________ company ________ according to the provisions of Articles 5 and 6 of the trademark rights in the attached text of the first section. Year, or a sign required by other licensors. If the product, or its advertising, promotion, display materials contain trademarks or service marks, the legal notice and application for registration shall be indicated. If the product is sold on the packaging carton, container or packaging material when it is on the market, the corresponding mark should also be indicated on the above items. Licensee shall indicate the trademark in advertising, promotion and display materials when using small cards, labels, marks or other marks, with the prior consent of the Licensor. The licensor's consent does not constitute a waiver of the licensor's rights and licensee's responsibilities under this agreement.

2. Licensee agrees to cooperate in good faith with the Licensor to ensure and maintain the Licensor's authority over the Trademark. If the trademark, product or related materials are not registered in advance, the licensee shall, at the request of the licensor, bear the expenses of the licensor, properly register the copyright, trademark, service mark in the name of the licensor, or at the request of the licensor, Licensee is registered in its own name. However, both parties acknowledge that this Agreement cannot be considered a transfer of any trademark-related rights, title and interest to Licensee. The parties acknowledge that, except in accordance with this License Agreement, Licensee has the right to use the Trademarks in strict accordance with the Agreement, and all other related rights are retained by Licensor. When Licensee agrees to terminate or expire the Agreement, it shall return to the Licensor all rights, interests, creditworthiness, ownership, etc. of the relevant trademarks that it has obtained or obtained under the execution of the Agreement. Licensee will do so in the manner required by all licensors. The scope of such return is only based on this Agreement or the contract between the parties.

3. Licensee agrees that its use of the Trademark does not harm the Licensor's interests and does not acquire any rights in the Trademarks as a result of its use.

Nine, promotional materials

1. In any event, if Licensee wishes to receive promotional materials for the products of this Agreement, the cost and time of production of such promotional materials shall be borne by Licensee. All material rights in the promotional materials relating to the trademarks of this Agreement or their reproductions shall be the property of Licensee, although such promotional materials may be invented or used by Licensee and Licensee shall have the right to use or license it to other parties.

2. Licensor has the right, but is not obligated to use the trademarks of this Agreement or the licensee's trademarks to enable the trademarks, licensors or licensees of this Agreement or their projects to be complete or superior. Licensor is under no obligation to continue to promote the trademarks of this Agreement or their numbers, conformity or design on radio or television programs.

3. Licensee agrees not to use the radio or television station for the promotion or advertising of products using the trademarks of this Agreement without the prior written approval of the Licensor. Licensor is free to agree to approve or disapprove.

X. Distribution

1. Licensee agrees to perform diligence and continue to manufacture, distribute or sell the Products of this Agreement, and will make necessary and appropriate arrangements for this purpose.

2. Licensee may not sell the Products of this Agreement to those who obtain commissions for the purpose of obtaining commissions and may use the products of this Agreement as promotional gifts to promote the purpose of their tying activities, without the prior written consent of Licensor. And wholesalers, retailers, retailers and traders who have problems with sales methods.

XI. Accounting records

Licensee agrees to establish and retain all accounting books and records relating to trading activities under this Agreement. Licensor or its Plenipotentiary has the right to inquire at any reasonable time for the accounting books or records and all other transactions related to the files and materials under the control of Licensee. The Licensor or its Plenipotentiary may extract the contents for the above purposes. At the request of the Licensor, Licensee shall bear the expenses at its own discretion, and shall, in the case of the licensor's request, all sales activities, including quantity, specifications, gross price and net price, in an independent, public account. Provide the licensee with a detailed accounting report statement. All accounting books and records shall be retained until two years after the termination of this Agreement.

12. Bankruptcy, breach of contract, etc.

1. If the licensee fails to start producing and selling a certain quantity of the products mentioned in the first section within 3 months after the agreement is reached, or if the product is not sold within one month after 3 months, the licensor is taking other compensation measures. In addition, the licensee may be notified in writing that the contract is terminated because it did not produce the sales agreement product for the month. The notice shall take effect from the date of the posting by the licensor.

2. If the licensee filed a bankruptcy complaint, was convicted of bankruptcy, filed a bankruptcy complaint against the licensee, or the licensee’s insolvency, or the licensee’s transfer for the benefit of its creditors, or in accordance with the insolvency law The license contract is automatically terminated if it is arranged, or if the licensee ceases to operate, or if someone accepts its operations. Licensee, its recipients, representatives, trustees, agents, administrators, successors or assignees shall not be entitled to sell, use or otherwise operate the agreed products, or related, unless agreed to in writing by Licensor. Carton, container, packaging materials, advertising, promotional and display materials. This must be observed.

3. If Licensee violates its obligations under this Agreement, Licensor shall have the right to terminate the contract after 10 days' written notice, unless Licensee makes full compensation for its breach of contract within 10 days, which will satisfy the Licensor.

4. In accordance with the terms of Article 12, the termination of the License Agreement will not affect the Licensor's other rights in Licensee. When the agreement is terminated, the sales-based usage fee is due to be paid immediately, and the minimum usage fee cannot be waived, and the minimum usage fee will not be refunded.

Thirteen, competitive products

Licensor has the right to terminate the agreement if the product described in the first section of the Agreement conflicts with the current and future production of the product using the trademark, or the products of its subordinates or affiliates that use the trademark. This notice will become effective 30 days after the Licensor has notified the Licensee in writing. Under Article 15 of the Article 15, Licensee has 60 days after the termination of the Agreement to process the agreed products in hand and the products being produced prior to the notification of the termination agreement. However, if the termination of the agreed product is valid during the 60-day period, the actual use fee paid by the licensee is less than the advance payment deposit of the current year, and the licensor will balance the difference between the advance payment and the actual usage fee paid in the current year. Returned to the licensee. The refund clause mentioned in the previous sentence applies only to the termination of the agreement provided for in Article 13, and does not affect the applicability of all the provisions except the contradictory clause.

XIV. Final report

Within 10 days of the expiration of the agreement, or within 10 days of receipt of the notice of termination, or within 10 days of the termination of the agreement without notice, Licensee shall issue a report to Licensor stating that the The number and type of agreed products in processing. Licensor has the right to conduct a physical inventory to confirm the inventory status and the accuracy of the report. If Licensee rejects the Licensor's verification, it will lose the right to process the inventory. Licensor retains other legal rights it has.

Fifteen, inventory processing

After the agreement has been terminated in accordance with the provisions of Article 12, and if the Licensee has paid the advance payment and the use fee and has provided the report in accordance with the requirements of Article 2, the Licensee may receive it if there is no additional provision in the Agreement. Dispose of the agreed products in their hands and in processing within 60 days of the termination of the agreement notice. After the contract expires, or because the licensee has not attached the copyright, trademark and service mark registration label to the product, or its packaging cartons, containers, packaging materials and advertising, promotion, display materials, or because of the licensee’s production If the quality and style of the product do not meet the requirements of the licensor mentioned in Article 7, and the agreement is terminated, the licensee may not reproduce, sell or process any agreed products.

XVI. Effect of termination or expiration of the agreement

Upon termination or expiration of the Agreement, all rights granted to Licensee are immediately returned to Licensor. The Licensor is free to transfer to others the right to use the Trademark in the production, sale and distribution of the Products. Licensee may no longer use the Trademark or directly or indirectly relate to the Trademark. Except as described in Article 15, Licensee may not use similar trademarks in the manufacture, sale, or distribution of its own products.

XVII. Compensation to Licensor

1. Licensee recognizes that if it does not begin production or distribution of a certain amount of agreed product within three months of the entry into force of the agreement, or fails to continuously produce, distribute or sell the agreed product during the term of the agreement, it will immediately result in a license. The loss of the party.

2. Licensee recognizes that failure to stop production, sale, or distribution of the Agreement Product after termination or expiration of the Agreement will result in irreparable damages by the Licensor and damage to the rights of the subsequent Licensee. Licensee recognizes that there is no appropriate legal compensation for this. Licensee agrees that in this case, Licensor shall be entitled to an equitable relief, a temporary or permanent injunction against Licensee, or a judgment otherwise considered to be fair and appropriate by the court.

3. The implementation of these compensation measures does not affect the other rights and compensations granted by the Licensor in the Agreement.

18. Reasons for the inability to implement the agreement

If due to changes in government regulations, or due to state emergency, state of war and other uncontrollable reasons, the party is unable to enforce the agreement, notify the other party in writing of the reasons and wishes to cancel the agreement, the licensee will be exempted from the obligations under the agreement. This Agreement will be terminated and the sales-based usage fee will be due immediately and the minimum usage fee will not be refunded.

Nineteen, notice

Unless otherwise notified in writing of the change of address, all notices, reports, statements and payments should be sent to the official address of both parties as stated in the Agreement. The mailing date is regarded as the date of issuance of notices, reports, etc.

Twenty, joint ventures are not allowed

Under this Agreement, the parties shall not form a partnership or joint venture. Licensee has no right to request or limit the conduct of Licensor.

21. Licensee may not transfer or license again.

The rights and obligations of the Licensee under this Agreement and the Agreement shall not be transferred, mortgaged or sublicensed without the written consent of the Licensor and shall not be hindered by the implementation of the Law or the Licensee.

The Licensor may make the transfer but provide written notice to Licensee.

Twenty-two, no exemption

Nothing in this Agreement shall be waived or modified unless there is a written contract signed by both parties. Statements, promises, warranties, contracts or promises other than this Agreement shall not represent the entire consensus of both parties. The failure of either party to exercise or delay the exercise of its rights under the Agreement shall not be deemed a waiver or modification of the rights of the Agreement. Either party may use appropriate legal procedures to enforce its rights within the time allowed by applicable law. Except as provided in Articles 6 and 12, no one, licensee or group other than Licensee and Licensor shall acquire any rights under this Agreement.

The parties to the agreement are executed at the time specified in the contract:

Licensor Licensee

Signatory: Signatory:

Position: Position: