This trademark license and royalty agreement template has 12 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our trademark license and royalty agreement template:
TRADEMARK LICENSE AND ROYALTY AGREEMENT This Trademark License and Royalty Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor is the owner of the [COUNTRY] rights to those trade marks ("Marks") listed in Schedule "A"; AND WHEREAS the Licensor and the Licensee have entered into an agreement of even date (the "Asset Purchase Agreement") pursuant to which the Licensor has sold to the Licensee and the Licensee has purchased from the Licensor all the assets of the [NUMBER] centers currently operated by the Licensor in the Province of [STATE/PROVINCE] (the "Licensor"); WHEREAS, as part of the said transaction, the Licensor has agreed to grant to the Licensee the right to use the Marks in the Province of [STATE/PROVINCE] for a period of [NUMBER] years from the date hereof and to permit the Licensee to use the "Licensor" name jointly with its "[COMPANY NAME]" brand name on the [COMPANY NAME] as well as on the [NUMBER] [COMPANY NAME] shops currently owned and operated by the Licensee (the "[COMPANY NAME]"), as well as any new centers opened and operated by the Licensee in the Province of [STATE/PROVINCE] under one or both of the "[COMPANY NAME]" and "[COMPANY NAME]" names (the "[COMPANY NAME]"), in consideration of the payment by the Licensee to the Licensor of the royalties hereinafter stipulated, the whole upon the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein, the parties agree as follows: WHEREAS, as part of the said transaction, the Licensor has agreed to grant to the Licensee the right to use the Marks in the [STATE/PROVINCE] for a period of ten (10) years from the date hereof and to permit the Licensee to use the [SPECIFY] name jointly with its [SPECIFY] brand name on the [SPECIFY] Centers as well as on the [NUMBER] of [SPECIFY] shops currently owned and operated by the Licensee, as well as any new centers opened and operated by the Licensee in the [STATE/PROVINCE] under one or both of the [SPECIFY] and [SPECIFY] names, in consideration of the payment by the Licensee to the Licensor of the royalties hereinafter stipulated, the whole upon the terms and conditions hereinafter set forth; DEFINITIONS AND INTERPRETATION In this Agreement the following terms shall have the following meanings: Definitions "Affiliate" has the meaning given to "affiliated body corporate" by the [COUNTRY] Business Corporations [ACT/LAW/RULE]. "Centers" means, collectively, the Licensor, [COMPANY NAME] and [COMPANY NAME], as each such term is defined in the preamble hereto. "Gross Sales" for any period means the total of all amounts directly or indirectly received or receivable during that period by the Centres (whether evidenced by cash, check, credit card or otherwise in any manner) from the sale of goods or the provision of services by the Centres, together with all other income generated during that period from all other business of any nature conducted at or originating from the Centres and all proceeds received by the Licensee during that period from any business interruption insurance in respect of the Centres. Gross Sales does not, however, include the amount of any provincial retail sales-tax or other direct tax imposed by any duly constituted governmental authority on the sale of goods or services which is required to be collected at the point of sale from the customer by the Licensee as agent for such authority. "Marks" means the trade marks, trade names, design marks and other commercial symbols listed in Schedule "A" and all other trade names, trade marks, design marks and commercial symbols which the Licensor may from time to time designate for use in the operation of the Centres. "Notice" means written notice given in accordance with Section 15. Extended Meanings Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. Interpretation Not Affected by Headings The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] without regard to its conflicts of [YOUR COUNTRY LAW] rules. In the event that this Agreement is sought to be enforced in any jurisdiction other than the Province of [STATE/PROVINCE], the parties intend that the court of such jurisdiction shall apply [STATE/PROVINCE] [YOUR COUNTRY LAW]. Where actions or proceedings are instituted in a court of a jurisdiction other than [STATE/PROVINCE], the rules of procedure and process of such claims shall be those of said jurisdiction other than [STATE/PROVINCE] notwithstanding that the Agreement shall be interpreted in accordance with the [YOUR COUNTRY LAW] of [STATE/PROVINCE] without regard to its conflict of [YOUR COUNTRY LAW] rules. Any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts of the Province of [STATE/PROVINCE] or of any other province of [COUNTRY] and, by execution and delivery of this Agreement, each of the parties hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably consents to the service of process out of any of the aforementioned courts in any action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties hereto at their respective addresses set forth in Section 15 hereof. Each of the parties hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Funds All amounts referred to in this Agreement are in the lawful money of [COUNTRY], unless otherwise stated. Financial Documents All calculations and financial documents required to be made or produced under or pursuant to this Agreement shall be made or produced in accordance with generally accepted accounting principles which are from time to time approved by the [COUNTRY] Institute of Chartered Accountants as set forth in the publication known as the [SPECIFY] and applicable as at the date on which any calculation or financial document is required to be made or produced, save and except as may be specifically provided herein. Severability If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction. Business Day In the event that any action to be taken hereunder falls on a day, which is not a Business Day, then such action shall be taken on the next succeeding Business Day. Preamble The preamble forms an integral part of this Agreement. GRANT OF LICENSE Grant and Term
