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[Boutique] License Agreement


Part 1: License Agreement

Trademark Licensee: Trademark Use Licensee:

According to the provisions of the Trademark Law and the Implementation Regulations, the two parties follow the principle of voluntariness and integrity and sign this trademark license contract after friendly negotiation. Trademark authorization scope

1. Party A shall use the registered trademark of Class B on Party B's product packaging. Second, the trademark identification:

3. The term of the license is from the date of the year to the day of the month. When the contract expires, if it is necessary to extend the use time, Party A and Party B will separately renew the trademark license contract. 4. The geographical scope of Party A's permission to use the trademark by Party B: within the territory of the People's Republic of China. 5. Party A permits Party B to use the trademark in the form of: General license for use in the regional industry of the People's Republic of China. During the existence of the contract, it is not authorized by other manufacturers to use the Class III trademark of Party A in the same industry in the province.

6. The explanatory text for the use of Party B in product packaging, corporate plaques and publicity materials:

The rights and obligations of both parties

7. Party B shall pay Party A RMB 10,000 yuan as a trademark and title fee.

8. According to the "Trademark Law of the People's Republic of China": "The licensor shall supervise the quality of the goods used by the licensee to use its registered trademark; the licensee shall guarantee the quality of the goods using the registered trademark." Party B must guarantee the production of its products. In the case of products, the products using the registered trademarks of Party A shall comply with the requirements of the State regarding the hygiene, quality, measurement, environmental protection, packaging, industry standards and statutory explanatory texts of the products.

9. Party B shall not arbitrarily change the words, graphics or combinations of the registered trademarks of Party A, and shall not use Party A's registered trademarks beyond the scope of the licensed products.

X. According to the "Trademark Law of the People's Republic of China", Party B must indicate the name and origin of the enterprise of Party B on the goods using the registered trademark of Party A.

11. Party A and Party B shall, within two months before the expiration of the trademark license contract, negotiate whether to continue to authorize the use of the trademark, continue to use the re-signing of the Trademark Licensing Contract and renew the fee for filing, and terminate the contract without renewal. 12. After the termination of the contract, Party B shall not use Party A's authorized trademarks and logos on the products it produces, and the words specified by Party B in its product packaging, corporate plaques and promotional materials in Item 6 of this contract. Otherwise, Party A has the right to pursue its tort liability according to law. 13. During the period of validity of the contract, Party A has the right to supervise the quality of Party B's products in accordance with the provisions of Article 40 of the Trademark Law of the People's Republic of China. Party B shall be responsible for submitting the package design draft to Party A for review and filing, so as to avoid any violation of the law. The situation of the back. 14. Party A’s license to use the trademark of Party B is based on the “Trademark Law of the People’s Republic of China” and the “Implementation Regulations”. The corporate image and product image planning are only carried out to enhance the visibility of Party B and expand market share. package. It is legally authorized under the law and protected by law. At the same time, it should be emphasized that both parties are independent legal persons and each bears legal responsibility independently; the creditor's rights and debts of Party A and Party B, as well as the legal liabilities unrelated to this contract, shall not involve the other party; the claims and debts of Party A and Party B, and Other legal disputes and responsibilities not related to this contract shall not constitute joint and several liability to the parties.

Conditions for the entry into force and termination of this contract:

15. The two parties sign and seal the trademark license contract.

16. Party B shall pay Party A's trademark usage fee in full according to the agreed amount of the contract.

17. Party A submits the trademark license contract to the Trademark Office of the State Administration for Industry and Commerce for acceptance and filing. 18. Party B must use the following conditions to use products authorized by Party A to register trademarks:

The product inspection report issued by the inspection department designated by the State Bureau of Technical Supervision.

The state clearly requires products with environmental certification, and must be certified by a national environmental protection agency or a national designated agency.

Products that must implement national mandatory standards must meet the standards.

It is necessary to issue a production license product by the competent national administrative department, and obtain a production license. Within three months of the signature of this contract, Party B shall go to the registered industrial and commercial bureau for investigation.

19. The contract shall take effect on the date of signature by both parties. After the execution date is overdue for 10 days, Party B’s usage fee has not been assigned to Party A’s account, and Party A has deemed Party B’s breach of contract. If Party B receives the notice from Party A within 3 days, if Party A does not take measures to remedy, Party A has the right to terminate Party B's contract and has the right to request Party B to compensate. The consequences arising therefrom shall be borne by Party B.

Conditions for termination of this contract:

20. The license period of the trademark license contract expires without a renewal contract.

21. Party B violates the provisions of the Trademark Law of the People's Republic of China and the Implementation Regulations. After using the registered trademarks of Party A, its products are shoddy, shoddy, deceiving consumers and posing serious damage to Party A's reputation. of.

22. Within 10 working days after signing this contract, Party B shall not enter the designated account of Party A in full. Trading procedure

23. Party A shall first pass the contract to Party B for review. After Party B has no objection, it shall pay RMB 10,000. The payment method can be divided into two ways:

 The first type is paid in one lump sum. Party A promises to expedite the contract to the Trademark Office of the State Administration for Industry and Commerce for record within 48 hours, and go with Party B. If the Trademark Office of the State Administration for Industry and Commerce does not accept the record, Party A will return it all. All trademark license fees are paid to Party B. Party B shall pay the full amount until the State Trademark Office accepts it.  The second way: Party B pays 60% of the full amount first, and the remaining amount is settled after Party A submits it to the Trademark Office of the State Administration for Industry and Commerce. If Party B fails to complete all settlements within 10 working days after Party A completes all formalities, Party A shall, in accordance with Party B's breach of contract, have the right to terminate the contract with Party B and terminate Party B's use of its registered trademark. Party B’s expenses are used as compensation to Party A.

 The two parties signed the “Trademark Licensing Contract” and made a filing with the trademark agency of Hangzhou Maixia Trademarks Co., Ltd. designated by the State Administration for Industry and Commerce. The trademark agency submitted the filing with the Trademark Office of the State Administration for Industry and Commerce.

24. After the agency submits the "Trademark Licensing Contract" signed by both parties to the Trademark Office of the State Administration for Industry and Commerce, Party A's obligations are fully completed.

25. After accepting the "Trademark License Use Contract", the Trademark Office of the State Administration for Industry and Commerce issued a "Notice on Filing of Trademark Licensing" to Party A in accordance with its administrative procedures, and announced it on the National Trademark Notice. ,

26. The "Trademark Licensing Contract" concluded in accordance with the "Trademark Law of the People's Republic of China" and the "Implementation Regulations" shall be legally binding on both parties if it has the conditions for entry into force in the contract. Liability for breach of contract 28. Party B shall not exceed the conditions of the trademark category, the type of goods, the geographical area in which the trademark is used, the form of use, the period of use, etc. as stipulated in the Trademark Licensing Contract, and legally use the registered trademark. 29. Party B shall only use the trademarks authorized by the company for use in the products produced by the company. Party B shall not re-license the trademarks authorized by Party A to third parties for use in any form and for any reason, nor shall it be used as investment and third-party newly established legal person institution for production, sales and profit. 30. Party B must pay all trademark usage fees before using Party A's registered trademarks, and may not refuse and delay for various reasons. Party A shall not unilaterally terminate Party B's trademark use rights during the existence of the license contract. 31. If the two parties violate the provisions of the “Liability for breach of contract”, the breaching party shall default RMB 200,000. Applicable law

32. The conclusion, interpretation, validity and settlement of disputes of this contract are governed and protected by relevant laws and regulations such as the Trademark Law of the People's Republic of China and the Implementation Regulations. Settlement of Disputes

Thirty-three, disputes on the contract need to be amended, must be agreed by both parties, signed a written contract to the original filing of the Trademark Office to take effect.

34. The observant party has the right to submit financial compensation to the defaulting party because of the loss caused by the failure of one party to perform the contract or the serious breach of the contract. The two sides reached a consensus after negotiation, and the contract can continue to be executed after the observant party receives compensation. 35. If the contract dispute cannot reach a consensus, the dispute may be submitted to the Arbitration Commission of the China Council for the Promotion of International Trade, and the institution shall conduct arbitration according to the Arbitration Regulations of the People's Republic of China. The arbitration result is final and binding on both parties.

Interpretation, agency, dispute acceptance, arbitration institution

36. The right to interpret trademark license disputes in this contract is at the Trademark Office of the State Administration for Industry and Commerce. 37. The trademark agency in this contract is Hangzhou Maixia Trademarks Co., Ltd. 38. The disputes in this contract are accepted in the Office of Intellectual Property Rights of the Beijing Intermediate People's Court. 39. The arbitration of disputes in this contract is in the Arbitration Commission of the China Council for the Promotion of International Trade.

This contract is in quadruplicate. According to the "Trademark Law of the People's Republic of China" and the "Implementation Regulations", within three months from the date of signing, Party A shall submit a copy of the contract to the Trademark Office of the State Administration for Industry and Commerce for the record; A copy of the contract is sent to the Trade and Industry Bureau of the place of registration for investigation.

Licensor: Licensee:

Legal representative: Legal representative:

Year, month, day, month, day

Part 2: License Agreement

This Agreement is signed by the following parties on the day of the month.

Party A: Address: Authorized representative: Contact:

Party B: Address: Authorized representative:

Contact information:

On the principle of friendly cooperation, equality, mutual benefit and common development, both parties have reached the following agreement on friendly licensing and market development cooperation through friendly consultations:

First definition

1.1 This definition applies to the interpretation, application and enforcement of all provisions of this Agreement.

1.2 Product: means any product, product component and supporting file that is developed, produced or sold by Party B: pre-installed, embedded, integrated or otherwise used with the Licensed Software; or CD-ROM, floppy disk and other software containing the Licensed Software medium.

1.3 Licensing software: refers to the software that is authorized by Party A to develop and possess complete legal copyright and related rights, and is authorized by Party A to be used in accordance with this Agreement, which is subject to the subsidiary files.

1.4 Business Mark: means any trademark, trade name, name, size, specific graphics, text and other marks and logos owned or controlled by a party to this Agreement or based on agreements or laws.

Article 2 Authorized Content 2.1 Party A Authorization

2.1.1 Within the scope and agreed scope of this Agreement, Party A authorizes Party B to copy and install the License Software itself and use the License Software to commercialize and sell the Products.

2.1.2 Nature of Authorization: Non-exclusive, non-transferable, non-transferable and indivisible licenses worldwide. 2.1.3 Licensing period: The year from the date of signature of this Agreement. 2.2 Party B market development

2.2.1 Party B shall pre-install, embed or integrate Party A's licensed software into the main interface of the product. If it involves the late application of the license software, the two parties will sign a supplementary agreement to stipulate.

2.2.2 Party B shall provide Party A with a list of product models that have been pre-installed, embedded or integrated with Party A's licensed software on a regular basis, and promise to provide Party A with at least one product of each model for Party A's testing. Party A can purchase this product from Party A according to its own needs. 2.3 License fees, payments and taxes

2.3.1 The parties agree that Party A shall provide Party B with the license to use the license software as agreed in this Agreement free of charge.

2.3.2 If Party B needs Party A to carry out customized development of the license software, both parties shall sign an agreement otherwise, and Party B shall pay the fee to Party A.

Article 3: Rights and obligations of both parties

3.1 Party A has the right to update, improve, upgrade and modify the license software itself.

3.2 Party B shall pre-install, embed or integrate Party A's licensed software into the main interface of the product in accordance with the provisions of this Agreement.

3.3 Except as otherwise provided in this Agreement, Party B shall be responsible for providing after-sales services to intermediate users and end users. Party A shall be responsible for providing Party B with necessary backup technical support services and necessary reasonable forms of training for Party B's licensed software. The training shall enable Party B personnel to have a full understanding of the knowledge, skills and methods of the production, function, maintenance, maintenance and use of the licensed software, so that Party B can provide the necessary services to the end users. Party B shall bear the expenses for travel expenses and other expenses incurred by the training.

3.4 Without the written permission of Party A, Party B shall not reverse engineer, decompile or disassemble the Licensed Software, nor modify, upgrade, modify or develop other new software or technology based on the license software or its technology. Otherwise, Party A has the right to unilaterally terminate this Agreement and ask Party B to compensate Party A for the losses suffered by Party A.

3.5 Party B shall perform the maximum reasonable and reasonable management and confidentiality obligations of the information provided by Party A regarding the license software. If Party A's data is lost or leaked due to Party B's fault, Party B shall compensate Party A for the losses suffered by Party A.

3.6 Both parties designate the following persons as project managers of this agreement. All files and documents are subject to the text issued by the project manager: Party A Project Manager: Tel: Mailbox:

Party B Project Manager: Phone: Mailbox:

Article 4 Intellectual Property Rights

4.1 The copyright of the licensed software is completely owned by Party A. And Party A warrants that it has sufficient legal rights to grant Party B the use of the Licensed Software in accordance with the terms of this Agreement. Such authorization will not violate the provisions of any applicable law and any agreement with any third party.

4.2 Party A has complete ownership of the Licensed Software and its own trademarks, trade names and other commercial marks. When Party B exercises the authorization under this Agreement, it shall use and display the commercial logo of Party A and the Licensed Software in full and correctly; Party B shall not modify the commercial logo of Party A and the Licensed Software, or use the commercial logo of Party A and the Licensed Software outside the scope of this Agreement.

4.3 The authorization of Party A under this Agreement shall not be deemed as Party A's transfer of ownership or other rights of the Licensed Software, Commercial Logo, etc., expressly or implicitly to Party B.

Article 5 Confidentiality Obligation

5.1 Both Party A and Party B and their employees shall be subject to confidentiality obligations for all information and file content under this Agreement. The content of the confidential information includes but is not limited to: products and related information, licensing software and related information, negotiation documents, business information of one party, partner information of one party, and the like.

5.2 A party may not disclose, disclose, provide or reproduce the above confidential information to other third parties in any form without the written permission of the other party.

5.3 The parties' breach of confidentiality as described in this Article does not terminate with the termination of the Agreement.

5.4 If one party violates the confidentiality obligations of this Article, the other party shall have the right to terminate this Agreement unilaterally and require the other party to compensate for all losses suffered by it.

Article 6 Liability for breach of contract

6.1 Except as otherwise provided in this Agreement, if one party violates the obligations stipulated in this Agreement, the observant party has the right to notify the defaulting party in writing to correct the breach of contract. The defaulting party has not corrected its default within 10 working days after receiving the written notice. In the case of the act, the observant party has the right to terminate this agreement unilaterally and requires the defaulting party to compensate for all losses suffered by it.

6.2 Any third party's intellectual property rights dispute arising from Party A's license software itself shall be the sole responsibility of Party A; if Party B is accused of third party infringement due to Party A's license, Party A agrees to defend itself, Party B has Obligation to assist Party A in providing relevant information and information required for defense, except for disputes arising from Party B's violation of the law or the use of the license software beyond the scope of this Agreement.

6.3 Party B shall not use Party A's license software beyond the scope of Article 2.1, otherwise Party A shall have the right to unilaterally terminate this Agreement and Party B shall be required to compensate Party A for the losses suffered by Party A.

Article 7 Term and Termination of the Agreement

7.1 This Agreement and its affiliated files shall come into effect on the date of signature and seal by both parties. Except for the provisions of the confidentiality obligations of Article 5 of this Agreement, the term of validity shall be the same as the term of the license granted in 2.1.3.

7.2 If one party needs to terminate this Agreement in advance, it shall notify the other party in writing 15 working days in advance, and this Agreement shall terminate after the written consent of the other party.

7.3 The termination of this Agreement shall not affect the rights and obligations of both parties under this Agreement.

Article 8: Application and Jurisdiction of Law

8.1 The laws of the People's Republic of China shall apply to the conclusion, interpretation, execution and all disputes arising out of this Agreement.

8.2 Due to all disputes arising during the performance of this Agreement, the two parties shall consult in good faith and properly resolve them within 30 days. If the negotiation fails, either party may submit the dispute to the Arbitration Commission for arbitration in accordance with its arbitration rules. The arbitral award is final and binding on both parties. The arbitration fee is borne by the arbitration.

Article 9 Other

9.1 Any notice of the rights and obligations of both parties transmitted by either party to this Agreement by e-mail or fax shall be sent by registered mail to the address specified by the other party in this contract. 9.2 The ancillary files of this Agreement are an integral part of this Agreement and have the same legal effect as this Agreement. 9.3 This Agreement and the accompanying files are in duplicate and each party holds one copy and has the same legal effect.

- There is no text below - Party A:

Party B:

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