Trademark Licensing Agreement - Download Free Template

TRADEMARK LICENSING AGREEMENT

This Trademark Licensing Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [NAME OF THE LICENSOR], (the “Licensor”), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [NAME OF THE LICENSEE], (the “Licensee”), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

Collectively, the Licensor and Licensee shall be referred to as the “Parties” and individually as “Party.”

WHEREAS, the Licensor owns or holds certain rights in respect of the trademarks mentioned in Schedule A of this Agreement (hereinafter referred as the “Marks”);

WHEREAS, the Licensor has agreed to license to the Licensee the non-exclusive right to use the Marks;

WHEREAS, The Parties wish to evidence their contract in writing;

NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

TRADEMARK LICENSE TERMS

Grant of License

The Licensor hereby grants to the Licensee on the terms contained herein a non-exclusive, royalty

free

license

(the “

License

”) to use the Marks throughout the world

n association with the goods and services specified in

Schedule A hereto (the “Goods and Services”). The Licensee agrees to use the Marks only in accordance with

the

terms and conditi

ons set out in this Agreement.

Schedule A may be amended to add or delete Marks and/or Goods and Services from time to time, by way of written agreement between the

arties.

The Licensee will use the Marks only while the License is in effect, only in in association with the Goods and Services. The Licensee will use the Marks only in compliance with all applicable laws and regulations.

The Licensee will not, directly or indirectly, use the Marks in any other way

and

without limiting the foregoing, the Licensee will not use the Marks as part of any composite trademark, that is, in close proximity or in combination with any trademark(s) held by the Licensee or any third party. The Licensor will notify the Licensee of any changes or alterations made to any of the Marks from time to time during the term of this Agreement, and within thirty (30) days of receipt of such notice, or as soon as reasonably practical, whichever is earlier, the Licensee

will ensure that all of its usage of any Marks so changed or altered complies with any such notice given.

TERM

Licensor and the Licensee

agree that present Agreement shall be in force

from the [DATE]

unless terminated by either of the

rties in accordance

of the present Agreement

ROYALTY

he Licensee shall

pay to the Licensor royalties

[PERCENTAGE]

percent of the

evenues earned by the Licensee during the term of this Agreement.

The Licensee shall keep proper records and books of account and be open at all times to inspec

tion and audit by the Licensor

. If such inspection or audit should reveal a discrepancy in the royalties paid from those payable under this Agreement, the Licensee shall immediately make up the shortfall and reimburse the Licensor in respect of any professional charges incurred for such audit or inspection.

The provisions of this

section

shall remain in effect

notwithstanding termination or expiry of this

greement

until the settlement of all subsisting claims by the Licensor.

INTELLECTUAL PROPERTY RIGHTS

The Licensee acknowledges the validity of the Marks, and the Licensor's ownership of the Marks and the goodwill pertaining

thereto and

agrees that the benefit of and goodwill associated with use of any of the Marks by the Licensee will

ensue

entirely for the benefit of the Licensor. Should any right, title or interest in or to the Marks or any part thereof or any copyright or trademark related thereto become vested in the Licensee, the Licensee will hold the same in trust for the Licensor and will, at the request of the Licensor

forthwith unconditionally assign any such right, title or interest to the Licensor. All rights in and to any new version, translation or arrangement of the Marks, or other change in the Marks created by the Licensee, with the Licensor's prior written consent or otherwise, will be and will remain the exclusive property of the Licensor, and the provisions of this Agreement will apply to the same. The Licensee will cooperate with the Licensor for the purpose of protecting, preserving and enhan

cing the Marks and the Licensor

's interest in them

and

in furtherance of such obligations, the Licensee will promptly execute and

deliver to the Licensor all documents and instruments that the Licensor, acting reasonably, determines are necessary or prudent from time to time. The Licensee will not itself and will not assist, permit, or encourage any third party to:

attack or challenge the validity, ownership or enforceability of any of the Marks, any registrations for any of the Marks, or the Licensor’s rights relating to any of the Marks or in any such registrations;

claim, use, or apply to register, record or file any trademark, trade name, business name, corporate name, domain name, social media user name, email address, metatag,

AdWords

or similar search term, copyright, or design that is identical with, confusingly similar to, clearly derived from or based on or that includes any of the Marks; or

use any of the Marks in a manner which is likely to depreciate or cause material harm to the goodwill attached to any of the Marks.

The Licensee acknowledges and agrees that the rights and

license

granted to the Licensee pursuant to this Agreement are of a contractual nature only, and no property or other rights in or to any of the Marks are granted to the Licensee by virtue of this Agreement.

RELATIONSHIP OF PARTI

Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between

the

Licensor

and

Licensee

ASSIGNMENT

The

arties shall not assign any rights under the present Agreement to any other

arty without the mutual written consent of the

arties. Subject to the foregoing, this Contract will be binding upon the Parties’ heirs, executors, successors and assigns.

REPESENTATION AND WARRANTIES

The

arties represent and warrant to each other as follows:

It has full power and authority to enter into this Agreement

including all rights necessary

to make the foregoing assignments to each other

hat in performing under the Agreement it will not violate the terms of any agreement with any third party.

DEFAULTS, REMEDIES AND TERMINATION:

Events of Default: Each of the following shall constitute an Event of Default under this Agreement

Material Breach-

Either the

Licensor or

the

Licensee

shall fail in any material respect to comply with, observe, or perform, or shall default in any material respect in the performance of, the terms and conditions of this Agreement.

Material Misrepresentation- Any represent

ation made by either

the Licensor or Licensee

hereunder shall be false or incorrect in any material respect when

made or

is false in any materi

al respect at any point in time.

Remedies for Default: Except to the extent more limited rights are provided elsewhere in this Agreement, if an Event of Default occurs as defined above

the non-defaulting Party shall provide the defaulting Party with notice of the Event of Default. Following receipt of a notice of an Event of Default, the defaulting Party shall have fifteen (15) days to cure such Event of Default after receipt of notice thereof from the other Party, provided that if such failure is not capable of being cured within such fifteen (15)

day period with the exercise of reasonable diligence, then such cure period shall be extended for an additional reasonable period of time, not to exceed thirty (30) days, so long as the defaulting Party is exercising reasonable diligence to cure such failure.

Termination for Default: Either Party shall have the right to immediately terminate this Agreement for an Event of Default as defined above. If the required notice was given for an Event o

f Default as defined in section

8.1

of this

greement

and the Event of Default is not cured by the expiration of the corresponding period for cure provided above, the Party not in default, by notice in writing to the defaulting Party, may, in addition to any other rights and remedies available to it under this Agreement, terminate this Agreement and/or any Statement of Work upon at least thirty (30) days prior written notice to the defaulting Party. Upon termination of this Agreement and/or any Statement of Work, all rights and obligations hereunder shall terminate, and neither Party shall have any further obligation or liability hereunder to the other Party, except for liabilities that are incurred prior to or upon termination

and any other rights, obligations, or liabilities which, by their nature, are intended to survive termination of the Agreement and/or any Statement of Work

Termination for N

o Default

Either

arty may forthwith terminate this

greement with thirty (30) days

’

prior written notice to the other.

SEVERABILITY

If any term, covenant, condition or provision of this

Agreement

is held by a court of competent jurisdiction to be invalid, void or u

nenforceable, it is the

Parties

’

intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable

and the remainder of the provisions of this

Agreement

shall in no way be affected, impaired or invalidated as a result.

DISPARAGEMENT

The

Licensor and Licensee

mutually agree that either

arty will not, directly or indirectly, disparage or talk negatively about the other

arty or any of its affiliates to any person or entity (including without limitation to any former, existing, or prospective clients or

ontractors or any person or entity with whom any such other

arty does business) and will not, directly or indirectly, make or ratify any public statement, oral or written, that disparages or talks negatively about any such other

arty or any of its affiliates

Notwithstanding the foregoing, nothing in this

ection shall prevent any person or entity from

responding publicly to any incorrect, disparaging or derogatory public statement to the extent reasonably necessary to correct or refute such public statement or making any truthful statement to the extent necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information

NOTICES

Any notices or delivery required here shall be deemed completed when hand-delivered, delivered by agent, or

[

NUMBER OF

DAYS]

days after being placed in the post,

postage prepaid, to the

Parties

at the addresses contained in this

Agreement

or as the

Parties

may later designate in writing at the

address

provided by the

Parties

FORCE MAJEURE

For purposes of this

ection, "force majeure" means an event beyond the control of either

Party

, which by its nature could not have been foreseen by such

arty

, or, if it could have been foreseen, was unavoidable, and includes without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) and failure of energy sources.

either

arty

shall be under any liability for failure to fulfill any obligation under this

Agreement

, so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered, or delayed

because of

circumstances of force majeure

provided that such

arty

shall have exercised all due diligence to minimize to the greatest extent possible the effect of force majeure on its obligations hereunder.

WAIVER

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable

GOVERNING LAW AND JURISDICTION

This

Agreement

shall be construed and enforced in accordance with the laws of

[STATE/PROVINCE].

The

Parties

submit to the jurisdiction of the courts of

[STATE/PROVINCE]

for the enforcement of this

Agreement

or any arbitration award or decision arising from this

Agreement

MEDIATION AND ARBITRATION

In the event a dispute arises out of or in connection w

ith this

Agreement

, the

Parties

shall attempt to resolve the dispute through friendly consultation.

If the dispute is not resolved within a period of [

NUMBER OF

DAYS] days

then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues shall be submitted to final and binding arbitration in accordance with the laws of

[STATE/PROVINCE]

The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction within

[STATE/PROVINCE].

INDEMNIFICATION

A Party

shall be indemnified and held harmless by

the

other

arty

from and against any and all claims of any nature wh

atsoever, arising out of

the

other

Party

performance.

Party

shall not be entitled to indemnification under this section for liability arising out of gross negligence or

wilful

misconduct of the

Party

or the breach by the

Party

of any provisions of this

Agreement

ENTIRE AGREEMENT

This

Agreement

contains the entir

Agreement

between the

Parties

. All negotiations and understandings have been included in this

Agreement

. Statements or representations which m

ay have been made by any

arty

to this

Agreement

in the negotiation stages of this

Agreement

may in some way be inconsistent with this final written

Agreement

. All such statements are declared to be of no value in this

Agreement

. Only the written terms of this

Agreement

shall bind the

Parties

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

LICENSOR LICENSEE

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

SCHEDULE A

Trademark Licensing Agreement - Download Free Template Trademark Licensing Agreement - Download Free Template

Trademark Licensing Agreement - Download Free Template