This trademark licensing agreement template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our trademark licensing agreement 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 in 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 conditions 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 Parties. 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 The Licensor and the Licensee agree that present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance of the present Agreement. ROYALTY The Licensee shall pay to the Licensor royalties of [PERCENTAGE] percent of the revenues 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 inspection 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 Agreement, 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 enhancing 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 PARTIES 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 Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Contract will be binding upon the Parties' heirs, executors, successors and assigns. REPESENTATION AND WARRANTIES The Parties 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. That 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.
