This Agreement is signed by the ____________ Company (hereinafter referred to as the Licensor) ____________ (hereinafter referred to as the Licensee) on ____month_ Signed on ____.
Whereas Licensor owns registered trademarks and service marks of certain value and owns and may sell
his Licensor Property as described in Section 1 of the Attachment, This includes "trademarks". This trademark is frequently used on radio or television
and appears in various promotions and advertising businesses, is widely recognized by the public, and in the public impression
has a relationship with the licensor Close relationship;
In view of the fact that the licensee intends to use this trademark when manufacturing, selling, and distributing products;
Therefore, taking into account the guarantees of both parties, the following agreement is reached:
1. Authorization
1. Products
Subject to the terms set forth below, the Licensor grants to the Licensee, and the Licensee accepts the license to use this trademark
solely for the purpose of manufacturing, selling, and distributing the following products: Product use.
(Add product description)
2. Region
The license agreement is only valid in the __________ region. Licensee agrees not to directly or
indirectly use or authorize the use of this trademark in other regions, and not to knowingly sell or sell the trademark in other regions under the agreement. A third party selling the product.
3. Term
The license agreement shall be effective from the ____________ day, and will expire on the ____________ day if not terminated in advance.
If the conditions of the agreement are met, the term of this agreement will be automatically renewed every year until the last renewal is terminated on December 31, ____
. Beginning on December 31st of the following year, this license agreement
will be automatically renewed for one year at the end of each period until December 31st of the next year, unless either party
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Give the other party 30 days’ written notice to terminate the execution of the agreement.
2. Payment method
1. Proportion
The Licensee agrees to pay to the Licensor ____________% of the net sales
of the Agreement Products sold by it or its affiliates, subsidiaries, etc. as royalties. "Net sales" means total sales less quantity discounts and margins, but excluding cash discounts and non-collectible account discounts. No fees incurred in making, selling or exploiting the Products may
be discounted from the royalties payable by Licensee. Licensee agrees that any payment of a higher royalty fee or a higher percentage of the license fee to another licensor will automatically and immediately apply to this Agreement.
2． Minimum usage fee
The Licensee agrees to pay the Licensor a minimum usage fee of ＿＿＿＿＿＿＿＿＿＿ as a minimum guarantee of the usage fee payable in the first installment of the Contract. Limited usage fees will be payable on or before the last of the first period. Down payments made at signing of the agreement will not be included. This minimum royalty fee will not be refunded to Licensee under any circumstances
.
3. Periodic Reports
Immediately following shipment of the first batch of Agreement Products, Licensee shall provide Licensor with a complete and accurate report stating
that Licensee sold the products in the preceding period product quantity, overview, total sales, itemized discounts on total sales,
net sales and profit from the previous period. Licensee will use the attached sample report
provided to it by Licensor. Reports shall be provided to Licensor regardless of whether Licensee sold Products in the prior period.
4. Payment of usage fees
Usage fees other than the minimum usage fees mentioned above must be paid on __________ days after the sales period, and at the same time
the above required reports must be submitted.
After the Licensor accepts the reports and royalties provided by the Licensee in accordance with the Agreement
(or cashes the check used for payment), if it discovers any inconsistency or error in the reports or payments, it may report any inconsistencies or errors
If you raise any questions within the time limit, the licensee shall promptly make corrections and make payment. Payment is applied in USD. Internal taxes payable in the licensed territory
are paid by the licensee.
3. Exclusive rights
1. Unless the license authorizes another person to use the trademark when selling the products mentioned in Section 1 within the effective area of ??the agreement, this agreement does not restrict the licensor from granting other people the right to use the trademark. that power.
2． The agreement stipulates that if the licensor proposes to the licensee to purchase the products described in Section 1 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 shall have the right to make incentives, gifts or other promotional arrangements through other producers.
In this case, when the other producer's price is higher than the price paid by the licensor to the licensee, the licensee has
3 days to satisfy the producer's production requirements. product requirements. The licensee guarantees that without the written consent of the licensor, it will not use the agreed products together with other products or services as rewards, or use them with other products or services as rewards. Sell ??agreement products together.
4. Reputation
The licensee recognizes the value of the reputation associated with the trademark, confirms the trademark, related rights and the rights associated with the trademark The goodwill of Lianlian belongs only to the licensor, and this trademark has a subordinate meaning in the public perception.
5. Licensor’s ownership and protection of licensor’s rights
1. The Licensee agrees not to question the Licensor's ownership and other rights in the trademark during the term of the Agreement and thereafter, and not to question the validity of this Agreement. Provided that Licensor receives prompt notice of claims and suits,
Licensor protects Licensee against claims and suits arising solely from use of the Trademarks authorized by this Agreement
damages, Licensor may elect to defend against such action. No settlement of such claims and proceedings shall
be entered into without the consent of Licensor.
2． Licensee agrees to provide Licensor with necessary assistance to protect Licensor's rights in the Trademarks.
Licensor may, at its option, respond to claims and proceedings in its own name, in the name of Licensee, or in the names of both parties. The licensee will notify the licensor in writing of infringement and imitation of the trademark of the agreed products to the best of its knowledge; only the licensor has the right to decide whether to take action against such infringement and imitation. Licensee shall not initiate proceedings or take any action
regarding infringement and imitation without the prior written consent of Licensor.
VI. Guarantee and product liability insurance provided by the licensee
The licensee is responsible for its own and/or the licensor’s unauthorized use of the trademarks, patents, industrial products of the agreement.
To defend the licensor from claims, lawsuits or losses arising from its technology, facilities, ideas and methods, and to defend the licensor from claims, lawsuits or losses caused by other acts or product defects.
loss. The licensee will bear the product liability insurance at its own expense with an insurance company that is qualified to operate in the _________ region to provide the licensor (and also the licensee) with the product liability insurance. Provides reasonable protection against claims, suits or losses arising from product defects. Licensee will
submit to Licensor a paid insurance policy with Licensor as the insured upon which Licensor will agree
to sell the Products. Any changes to the insurance policy require the prior consent of the licensor. The Licensor shall have the right to require the Licensor to provide it with a new insurance policy.
The term Licensor includes its officers, directors, agents, employees, subordinates and affiliates, persons whose names are licensed, packaging manufacturers, and radio and television festivals whose names are licensed
Producers, broadcasters, sponsors and their advertising agencies, and their officers, directors, agents
and employees.
7. Product Quality
The licensee agrees that the agreed products will meet high standards, and their style, appearance and quality will be able to achieve their best results
, will protect and enhance the reputation of the trademark and the credibility it represents. At the same time, the production, sale, and distribution of the agreed products will
comply with applicable federal, state, and local laws, and shall not affect the reputation of the licensor, its plans, and the trademark itself.
In order to achieve this goal, the licensee shall send a certain amount of product samples, including cartons, containers and packaging materials to the licensor free of charge before selling the agreed products.
, to obtain the Licensor’s written consent. The quality and style of the agreed products and
their cartons, containers and packaging materials must be approved by the licensor. Each Product submitted to Licensor will not be considered approved without its written consent. Once the sample has been approved as described in this section, Licensee
may not make substantial changes without Licensor's written consent. The licensor cannot revoke its consent to the sample unless it notifies the licensee in writing 60 days in advance. After the licensee starts selling the agreed products, at the request of the licensor
, random samples of no more than _______________ pieces and related
cartons and packaging will be provided to the licensor for free. Boxes and packaging materials.
8. Tags
1. The Licensee agrees that when selling the products under the license contract or in product advertising, promotion and display materials
it will be marked as "Registered Trademark ＿＿＿＿＿＿＿＿＿＿" in accordance with the provisions of Articles 5 and 6 of the Trademark Rights in the Attachment to Section 1< /p>
Company ____________year", or other logo required by the Licensor. If a product, or its advertising, promotion, or display materials contain a trademark or service mark, a legal notice and application for registration should be included. If the product is sold in the market with a trademark on its packaging cartons, containers or packaging materials, the corresponding logo should also be marked on the above items. Licensee's use of small plates, labels, marks or other marks to indicate the Trademark in advertising, promotional and display materials
requires Licensor's prior consent. Licensor's consent does not constitute a waiver of Licensor's rights and
Licensee's responsibilities under this Agreement.
2． Licensee agrees to cooperate in good faith with Licensor to ensure and maintain Licensor's (or Licensor's grantors)
rights in the Trademarks. If the trademark, products, and related materials have not been registered in advance, the licensee shall, at the request of the licensor
and at the licensor's expense, properly register the copyright, trademark, and service mark in the name of the licensor
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Register, or at the Licensor's request, in the Licensee's own name. However, the parties acknowledge that this Agreement shall not
be deemed to convey to Licensee any right, title or interest in or to the Trademarks. Both parties confirm that except for the licensee's right to use the trademark strictly in accordance with this license agreement, all other relevant rights are retained by the licensor
. The licensee agrees to return to the licensee all rights, interests, reputation, ownership, etc. regarding the trademark that it has acquired or acquired from performing actions under the agreement
upon termination or expiration of the agreement. square. The Licensee will take
all means required by the Licensor to complete the above actions. The scope of such surrendered rights can only arise based on this agreement or a contract between the parties.
3. Licensee agrees that its use of the Trademark will not prejudice the interests of the Licensor and does not acquire any rights in the Trademark by reason of its use of the Trademark.
9. Promotional materials
1. In any event, if Licensee desires to receive promotional materials for the products hereunder, the cost and time to produce such promotional materials will be borne by Licensee. The property rights in all publicity
materials involving the Trademarks or reproductions thereof shall belong to Licensee, although such promotional materials may be invented or used by Licensee without permission
The licensed party 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 or Licensee's Trademarks in order to bring perfection or excellence to the Trademarks, Licensor or Licensee or their projects. The Licensor shall have no obligation to continue to promote the Trademarks of this Agreement or its figures, symbols or designs in radio or
television programs.
3. Licensee agrees not to promote or advertise products using the trademarks of this Agreement on radio or television without Licensor's prior written approval. Licensor may, at its discretion, agree to approve or not
approve.
10. Distribution
1. Licensee agrees to use due diligence and continue to manufacture, distribute or sell the products under this Agreement, and
will make necessary and appropriate arrangements to this end.
2． Without the written consent of the Licensor, the Licensee shall not sell the products under this Agreement to those who may use the products under this Agreement as promotional gifts for the purpose of obtaining commissions to promote their Wholesalers, retailers, retail stores and traders with problems with the purpose of tying activities
and the sales methods.
11. Accounting Records
The Licensee agrees to establish and retain all accounting books and records related to transaction activities under this Agreement. License
Licensee or its authorized representative shall have the right at any reasonable time to inspect the accounting books or records and all other matters related to the transaction
that are under Licensee’s control. documents and information below. The Licensor or its authorized representatives may
extract the contents therein for the above purposes. At the Licensor's request, the Licensee shall, at its own expense, report all sales activities up to the date of the Licensor's request, including quantities, specifications, gross prices and net prices, etc.
Open the books and provide the licensee with a detailed accounting 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 does not start producing and selling a certain amount of the products mentioned in Section 1 within 3 months after the agreement is reached, or does not sell the products (or similar products) in a certain month after 3 months, products), the licensor, in addition to taking other compensatory measures, may notify the licensee in writing that it will terminate the agreement because it does not produce and sell the agreed products (or similar products) in that month.
contract. Notices are effective from the date they are sent by Licensor.
2． If Licensee files a bankruptcy petition, or is adjudicated bankrupt, or a bankruptcy complaint is filed against Licensee,
or Licensee becomes insolvent, or Licensee transfers for the benefit of its creditors, or This license contract will automatically terminate if arrangements are made in accordance with bankruptcy law, or if the licensee ceases operations, or if someone else takes over its operations. Unless otherwise agreed in writing by Licensor, Licensee, its recipients, representatives, trustees, agents, administrators, successors or assignees shall You have no right to sell, exploit or in any way operate the Agreement Products, or related boxes, containers, packaging materials, advertising, promotional and display materials. This must be observed.
3. If the Licensee breaches its obligations under the terms of this Agreement, the Licensor shall have the right to terminate the contract upon 10 days' written notice
, unless the Licensee makes full compensation for its breach within 10 days. Licensor's satisfaction
satisfied.
4. In accordance with the terms mentioned in Article 12, the termination of the license contract will not affect the other rights that the licensor has against the licensee.
When the agreement is terminated, the sales-based royalties are immediately due and payable immediately, and the minimum royalties cannot be missed, and the minimum royalties will not be refunded.
13. Competing products
If the products mentioned in Section 1 of the agreement are related to the products currently or in the future produced using the trademark, or its subsidiaries,
The licensor has the right to terminate the agreement if the products produced by the affiliates using the trademark are contradictory. This notification shall be effective 30 days after the Licensor notifies the Licensee in writing.
According to the terms of Article 15, the licensee has 60 days after the termination of the agreement to dispose of the agreement products in hand and the products in production before receiving the notice of termination of the agreement. However,
If during the 60-day period, the termination of the agreed product is effective and the actual usage fee payable by the licensee is less than
the advance deposit for that year, the licensor will terminate the contract The difference between the advance deposit paid and the actual usage fee for the current year will be refunded to the licensee. The return clause mentioned in the previous sentence only applies to the termination of the agreement specified in Article 13,
without affecting the applicability of all other clauses except for conflicting clauses.
14. Final report
Within 60 days after the expiration of the agreement, or within 10 days of receiving the notice of termination, or in an agreement that does not require notification
Within 10 days in the event of termination of the agreement, the licensee shall issue a report to the licensor indicating the quantity and type of the agreed products in hand and being processed. Licensor reserves the right to conduct physical inventories to confirm inventory condition and accuracy of reports
. If Licensee refuses Licensor's verification, it will lose the right to deal with the inventory. Licensor reserves
any other legal rights it may have.
15. Inventory Handling
After the agreement is terminated in accordance with the terms of Article 12, after the licensee has paid the advance payment and usage fees, and has completed the payment in accordance with
< p> In the case where a report is required in Article 2, if there is no other provision in the agreement, the licensee may process the agreement in its hands and in progress within 60 days after receiving the notice of termination of the agreementproduct. After the contract expires, or due to the license
the licensee fails to affix copyright, After the trademark and service mark is registered, or the agreement is terminated due to the quality and style of the products produced by the licensee not meeting the requirements of the licensor as stated in Article 7, the licensee shall not reproduce, Sell ??and dispose of any agreement products.
16. Effects of Termination or Expiration of the Agreement
Effects
After the termination or expiration of the Agreement, all rights granted to the Licensee shall be immediately returned to the Licensor . The licensor may freely
transfer to others the right to use the trademark in the production, sale, and distribution of the agreed products. The licensee shall not
reuse the trademark, or directly or indirectly involve the trademark. Except as described in Article 15, Licensee may not use similar trademarks when manufacturing, selling, or distributing its own products.
17. Compensation to the licensor
1. The licensee recognizes that (unless otherwise stipulated), if it does not start
production and distribution of a certain amount of the agreed products within 3 months after the agreement comes into effect, or fails to continue to do so during the agreement period, Producing, distributing, and selling the agreed products will immediately result in losses to the licensor.
2． The Licensee acknowledges that (unless otherwise stipulated), failure to cease
the production, sale, and distribution of the Agreement Products after the termination or expiration of the Agreement will result in irreparable losses to the Licensor, and Prejudice the rights of subsequent licensees
. Licensee recognizes that there is no appropriate legal remedy for this. Licensee agrees that in such event,
Licensor shall be entitled to equitable relief, a temporary or permanent injunction against Licensee, or any other action that may be deemed by a court of law
A fair and appropriate ruling.
3. The implementation of these compensation measures will not affect the other rights and compensations enjoyed by the licensor under the agreement.
18. Reasons for the inability to implement the agreement
If it is due to changes in government regulations, or due to national emergencies, war and other uncontrollable reasons,
If one party is unable to perform the Agreement and notifies the other party in writing of the reasons and desire to terminate the Agreement, the Licensee will be
relieved of its obligations under the Agreement, this Agreement will be terminated, and royalties based on sales will be immediately Minimum
usage fees will not be refunded when due.
19. Notices
Unless there is a written notice of change of address, all notices, reports, statements and payments should be sent to the address specified in the agreement
Official addresses of both parties. The date of mailing shall be deemed as the date on which notices, reports, etc. are issued.
20. Joint Ventures Not Allowed
Under this Agreement, the parties shall not form a partnership or joint venture. Licensee has no right to require or restrict
Licensor's conduct.
21. The licensee shall not transfer or license again
This Agreement and the rights and obligations of the licensee under the agreement shall not be transferred or licensed without the written consent of the licensor. Mortgage
Mortgage and sublicensing shall not be hindered by the enforcement of the law or the licensee's reasons.
Licensor may transfer by providing written notice to Licensee.
22. No Disclaimer
No provision of this Agreement may be waived or modified except in a written contract signed by both parties.
No representations, promises, guarantees, contracts or undertakings other than those contained in this Agreement can represent the entire knowledge of the parties. Any failure or delay by either party to exercise its rights under the Agreement will not be deemed a waiver or modification of its rights under the Agreement. Either party may take appropriate legal proceedings to enforce its rights within the time permitted by applicable
laws. Except as provided in Articles 6 and 12
, any person, company or collective other than the licensee and the licensor (whether or not the trademark is involved)
No rights are acquired by virtue of this Agreement.
Both parties to execute the agreement within the time specified in the contract:
Licensor and Licensee
Signature: ler ????????????? Position: