International trademark license contract
This Agreement is made up of ________ companies (hereinafter referred to as licensors)__________ (
The following is called the licensee) and was signed 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. It is widely recognized by the public and has a close relationship with the licensor in public impressions;
Where the Licensee intends to use the Trademark in the manufacture, sale and distribution of the Product;
Therefore, taking into account the guarantees of both parties, the following agreement was reached:
First, the license 1. The Licensee grants Licensee the licensee's license to use the Trademark solely in accordance with the terms set forth below, and only manufactures, sells, and distributes the use of the following products.
(Add product description)
2. Regional licensing agreements are only valid 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. The term 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 at __
______ December 31st. Beginning on December 31, ________, this License Agreement is automatically renewed for one year at the end of each period until December 31 of the following year, unless one party gives written notice to the other party to terminate the agreement 30 days prior to the expiration of the agreement. carried out.
Second, the payment method 1. Proportional Licensee agrees to pay the Licensor a ________% of the net sales of the Products sold by the Company or its subsidiaries, subsidiaries, etc. as a royalty. “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. The minimum royalty fee Licensee agrees to pay the 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. Upon periodic reporting of the shipment of the first agreed product, Licensee shall immediately provide the Licensor with a complete and accurate report indicating the quantity, overview, total sales, and total details of the Licensee’s products sold in the previous period. Sales discount,
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. The fee for use other than the above minimum usage fee shall be paid on the ________ day after the sales period, and the report of the above requirements shall be submitted. If the Licensor accepts the report and the usage fee (or the cheque used for payment) provided by the Licensee in accordance with the agreement, if there is any inconsistency or error in the report or payment, the Licensor may challenge it at any time, and the Licensee shall promptly correct it. 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 licensee's authority to grant the use of this mark by any other party unless the license recognizes that the trademark is used in the effective area of the agreement and is not used to sell the product described in Section 1 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 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.
4. The Credit Licensee acknowledges the value of the reputation associated with the Trademark and confirms that the Trademark, the related powers and the credits associated with the Trademark are solely the Licensor, which has a subordinate meaning in the public impression.
5. Ownership of the licensor and protection of the licensor's rights 1. Licensee agrees not to challenge the licensor's ownership and other rights in the trademark during the term of the agreement and thereafter, and does not challenge the validity of this Agreement. If the licensor receives timely notification of claims and litigation,
Licensor protects Licensee from damages arising out of 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. Licensing and Product Liability Insurance provided by Licensee Licensee is responsible for claiming, litigation or loss arising from its own and/or Licensor's use of the trademark, patent, process, facility ideas, methods of the non-authorized use of the Agreement Product. Claims resulting from other acts or products,
Defend a lawsuit or loss and protect the licensor from loss. Licensee will pay for the product liability insurance to an insurance company that is qualified to operate in the ________ area, providing reasonable protection to the licensor (and also the licensee) for claims, litigation or losses caused by 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.
VII. Commodity Quality Licensee agrees that the agreed product will meet high standards, and its style, panel and quality will be able to perform its best, and will protect and strengthen 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 carton, container 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 reinstate 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 Products under the Disposal License Agreement or in the product advertisements, promotions and display materials will be marked “Registered Trademarks ________ Company ________ Years” or other licenses in accordance with Articles 5 and 6 of the Trademark Rights in the Attachment to Section 1 The sign required by the party. If the product, or its advertising, promotion,
The display materials contain trademarks or service marks and should be marked with legal notices and applications for registration. 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 (or the Licensor's Grantor)
The power of 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 not the obligation 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 not obliged to continue to promote the trademarks of this Agreement or their digits, 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 exercise 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 and may use the products of this Agreement as promotional gifts in order to facilitate the purpose and sale of the tying activities without the prior written consent of the licensor. Wholesalers, retailers, retailers and traders who have problems with the problem.
XI. ACCOUNTING AUDIT The 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 costs at its own discretion, and shall, in its sole discretion, all sales activities, including quantity, specifications, gross price and net price, as of the date of the Licensor’s request,
The public account book method provides a detailed accounting report statement to the licensee. All accounting books and records shall be retained until two years after the termination of this Agreement.
12. Bankruptcy, breach of contract, etc. If Licensee does not begin production and sale of a certain quantity of the products described in Section 1 within 3 months after the agreement is reached, or if the product (or product) is not sold for a month after 3 months, the Licensor is taking In addition to other compensation measures, the licensee may be notified in writing that the contract is terminated because it did not produce the sales agreement product (or product) during 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, or filed a bankruptcy complaint against the licensee,
The license contract is automatically terminated if the licensee is insolvent, or if the licensee transfers it for the benefit of its creditors, or if it is arranged in accordance with the bankruptcy law, or if the licensee ceases to operate, or if someone accepts its business. 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. According to the terms of Article 12, the termination of the license contract will not affect the licensor's other rights to the 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.
XIII. Competing products If the products mentioned in the first section of the agreement are related to the products currently used and produced in the future, or their subordinates,
The products produced by the subsidiary body that use the trademark are contradictory and the licensor has the right to terminate the agreement. 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 usage fee paid by the licensee shall be less than the advance payment deposit of the current year, and the licensor shall refund the difference between the advance payment and the actual usage fee paid in the current year of the contract. Licensee. The refund clause mentioned in the previous sentence applies only to the termination of the agreement provided for in Article 13.
It does not affect the applicability of all the terms except those that contradict each other.
14. The final report shall, within 60 days after 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, the licensee shall issue a report to the licensor. Describe the number and type of agreed products in hand and 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.
15. If the inventory handling agreement is 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, if there is no additional provision in the agreement, it is permitted. The parties may process the agreed products in their hands and in processing within 60 days of receipt of the notice of termination agreement. 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 carton, container, 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. Upon termination or expiration of the effect agreement of the termination or expiration of the agreement, all rights granted to the licensee are immediately returned to the 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.
17. Compensation to the Licensor 1. Licensee recognizes (unless otherwise stated) that if it does not begin production or distribution of a certain amount of agreed product within 3 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 Will immediately lead to the loss of the licensor.
2. Licensee recognizes (unless otherwise stated) 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 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,
The Licensor is entitled to an equitable relief, a temporary or permanent injunction against the Licensee, or a ruling that the other court considers to be fair and appropriate.
3. The implementation of these compensation measures does not affect the other rights and remedies granted by the licensor in the agreement.
18. The reasons for the inability to enforce the agreement may be due to changes in government regulations or due to state emergency, state of war and other uncontrollable reasons.
If one 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 immediately due and payable, the minimum usage fee Will not be returned.
XIX. Notices Unless otherwise notified in writing of the change of address, all notices, reports, statements and payments shall 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.
20. Joint ventures are not allowed to form a partnership or joint venture under this Agreement. Licensee has no right to request or limit the conduct of Licensor.
21. Licensee may not transfer or license the rights and obligations of Licensee under this Agreement and Agreement, and may not transfer, mortgage or sublicense without the written consent of Licensor, without the implementation of the law or the licensee. The cause is hindered.
The Licensor may make the transfer but provide written notice to Licensee.
22. No Disclaimer 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 (whether or not the Trademark is involved) shall be entitled to 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:
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The following is called the licensee) and was signed 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. It is widely recognized by the public and has a close relationship with the licensor in public impressions;
Where the Licensee intends to use the Trademark in the manufacture, sale and distribution of the Product;
Therefore, taking into account the guarantees of both parties, the following agreement was reached:
First, the license 1. The Licensee grants Licensee the licensee's license to use the Trademark solely in accordance with the terms set forth below, and only manufactures, sells, and distributes the use of the following products.
(Add product description)
2. Regional licensing agreements are only valid 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. The term 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 at __
______ December 31st. Beginning on December 31, ________, this License Agreement is automatically renewed for one year at the end of each period until December 31 of the following year, unless one party gives written notice to the other party to terminate the agreement 30 days prior to the expiration of the agreement. carried out.
Second, the payment method 1. Proportional Licensee agrees to pay the Licensor a ________% of the net sales of the Products sold by the Company or its subsidiaries, subsidiaries, etc. as a royalty. “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. The minimum royalty fee Licensee agrees to pay the 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. Upon periodic reporting of the shipment of the first agreed product, Licensee shall immediately provide the Licensor with a complete and accurate report indicating the quantity, overview, total sales, and total details of the Licensee’s products sold in the previous period. Sales discount,
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. The fee for use other than the above minimum usage fee shall be paid on the ________ day after the sales period, and the report of the above requirements shall be submitted. If the Licensor accepts the report and the usage fee (or the cheque used for payment) provided by the Licensee in accordance with the agreement, if there is any inconsistency or error in the report or payment, the Licensor may challenge it at any time, and the Licensee shall promptly correct it. 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 licensee's authority to grant the use of this mark by any other party unless the license recognizes that the trademark is used in the effective area of the agreement and is not used to sell the product described in Section 1 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 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.
4. The Credit Licensee acknowledges the value of the reputation associated with the Trademark and confirms that the Trademark, the related powers and the credits associated with the Trademark are solely the Licensor, which has a subordinate meaning in the public impression.
5. Ownership of the licensor and protection of the licensor's rights 1. Licensee agrees not to challenge the licensor's ownership and other rights in the trademark during the term of the agreement and thereafter, and does not challenge the validity of this Agreement. If the licensor receives timely notification of claims and litigation,
Licensor protects Licensee from damages arising out of 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. Licensing and Product Liability Insurance provided by Licensee Licensee is responsible for claiming, litigation or loss arising from its own and/or Licensor's use of the trademark, patent, process, facility ideas, methods of the non-authorized use of the Agreement Product. Claims resulting from other acts or products,
Defend a lawsuit or loss and protect the licensor from loss. Licensee will pay for the product liability insurance to an insurance company that is qualified to operate in the ________ area, providing reasonable protection to the licensor (and also the licensee) for claims, litigation or losses caused by 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.
VII. Commodity Quality Licensee agrees that the agreed product will meet high standards, and its style, panel and quality will be able to perform its best, and will protect and strengthen 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 carton, container 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 reinstate 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 Products under the Disposal License Agreement or in the product advertisements, promotions and display materials will be marked “Registered Trademarks ________ Company ________ Years” or other licenses in accordance with Articles 5 and 6 of the Trademark Rights in the Attachment to Section 1 The sign required by the party. If the product, or its advertising, promotion,
The display materials contain trademarks or service marks and should be marked with legal notices and applications for registration. 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 (or the Licensor's Grantor)
The power of 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 not the obligation 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 not obliged to continue to promote the trademarks of this Agreement or their digits, 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 exercise 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 and may use the products of this Agreement as promotional gifts in order to facilitate the purpose and sale of the tying activities without the prior written consent of the licensor. Wholesalers, retailers, retailers and traders who have problems with the problem.
XI. ACCOUNTING AUDIT The 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 costs at its own discretion, and shall, in its sole discretion, all sales activities, including quantity, specifications, gross price and net price, as of the date of the Licensor’s request,
The public account book method provides a detailed accounting report statement to the licensee. All accounting books and records shall be retained until two years after the termination of this Agreement.
12. Bankruptcy, breach of contract, etc. If Licensee does not begin production and sale of a certain quantity of the products described in Section 1 within 3 months after the agreement is reached, or if the product (or product) is not sold for a month after 3 months, the Licensor is taking In addition to other compensation measures, the licensee may be notified in writing that the contract is terminated because it did not produce the sales agreement product (or product) during 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, or filed a bankruptcy complaint against the licensee,
The license contract is automatically terminated if the licensee is insolvent, or if the licensee transfers it for the benefit of its creditors, or if it is arranged in accordance with the bankruptcy law, or if the licensee ceases to operate, or if someone accepts its business. 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. According to the terms of Article 12, the termination of the license contract will not affect the licensor's other rights to the 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.
XIII. Competing products If the products mentioned in the first section of the agreement are related to the products currently used and produced in the future, or their subordinates,
The products produced by the subsidiary body that use the trademark are contradictory and the licensor has the right to terminate the agreement. 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 usage fee paid by the licensee shall be less than the advance payment deposit of the current year, and the licensor shall refund the difference between the advance payment and the actual usage fee paid in the current year of the contract. Licensee. The refund clause mentioned in the previous sentence applies only to the termination of the agreement provided for in Article 13.
It does not affect the applicability of all the terms except those that contradict each other.
14. The final report shall, within 60 days after 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, the licensee shall issue a report to the licensor. Describe the number and type of agreed products in hand and 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.
15. If the inventory handling agreement is 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, if there is no additional provision in the agreement, it is permitted. The parties may process the agreed products in their hands and in processing within 60 days of receipt of the notice of termination agreement. 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 carton, container, 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. Upon termination or expiration of the effect agreement of the termination or expiration of the agreement, all rights granted to the licensee are immediately returned to the 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.
17. Compensation to the Licensor 1. Licensee recognizes (unless otherwise stated) that if it does not begin production or distribution of a certain amount of agreed product within 3 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 Will immediately lead to the loss of the licensor.
2. Licensee recognizes (unless otherwise stated) 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 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,
The Licensor is entitled to an equitable relief, a temporary or permanent injunction against the Licensee, or a ruling that the other court considers to be fair and appropriate.
3. The implementation of these compensation measures does not affect the other rights and remedies granted by the licensor in the agreement.
18. The reasons for the inability to enforce the agreement may be due to changes in government regulations or due to state emergency, state of war and other uncontrollable reasons.
If one 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 immediately due and payable, the minimum usage fee Will not be returned.
XIX. Notices Unless otherwise notified in writing of the change of address, all notices, reports, statements and payments shall 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.
20. Joint ventures are not allowed to form a partnership or joint venture under this Agreement. Licensee has no right to request or limit the conduct of Licensor.
21. Licensee may not transfer or license the rights and obligations of Licensee under this Agreement and Agreement, and may not transfer, mortgage or sublicense without the written consent of Licensor, without the implementation of the law or the licensee. The cause is hindered.
The Licensor may make the transfer but provide written notice to Licensee.
22. No Disclaimer 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 (whether or not the Trademark is involved) shall be entitled to 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:
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