Trademark License Agreement

Trademark License Agreement

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**TRADEMARK LICENSE AGREEMENT** THIS AGREEMENT ("Agreement") is made as of ________ (Effective Date), between ____________ ("Licensor"), and _____________ ("Licensee"). The Parties collectively are known as the “Parties.” **1. DEFINITIONS:** 1.1 "Licensed Trademark" means the trademark(s) owned by Licensor as specified in Schedule A. **2. GRANT OF LICENSE:** 2.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Licensed Trademark in the Territory solely in connection with the manufacture, sale, and distribution of the Licensed Products. **3. QUALITY CONTROL:** 3.1 Licensee agrees to maintain the quality of the Licensed Products at least equal to the standards set forth in Schedule B. **4. ROYALTIES AND PAYMENT:** 4.1 Licensee agrees to pay Licensor a royalty as set forth in Schedule C. **5. TERM AND TERMINATION:** 5.1 This Agreement is effective from the Effective Date and shall continue unless terminated by either Party. **6. CONFIDENTIALITY:** 6.1 Both Parties agree to keep confidential any proprietary information received during the term of this Agreement. **7. INDEMNIFICATION:** 7.1 Each Party agrees to indemnify and hold harmless the other Party from any liabilities or damages arising from the use of the Licensed Trademark. **8. INFRINGEMENT:** 8.1 Licensee shall promptly notify Licensor of any infringement of the Licensed Trademark. **9. WARRANTY:** 9.1 Licensor warrants that it has the right to license the Trademarks to Licensee. **10. LIMITATION OF LIABILITY:** 10.1 Neither Party shall be liable for any indirect, special, or consequential damages. **11. ASSIGNMENT:** 11.1 This Agreement may not be assigned by either Party without the prior written consent of the other Party. **12. GOVERNING LAW:** 12.1 This Agreement shall be governed by the laws of India. **13. DISPUTE RESOLUTION:** 13.1 Any dispute arising out of this Agreement shall be resolved through arbitration in accordance with the Arbitration and Conciliation Act, 1996. **14. FORCE MAJEURE:** 14.1 Neither Party will be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control. **15. ENTIRE AGREEMENT:** 15.1 This Agreement constitutes the complete and exclusive statement of the agreement between the Parties. **16. AMENDMENT:** 16.1 This Agreement may be amended only by a written document signed by both Parties. **17. WAIVER:** 17.1 Any waiver of any provision of this Agreement must be in writing and signed by the Party waiving its rights. **18. NOTICES:** 18.1 All notices under this Agreement shall be in writing and sent to the addresses specified in Schedule D. **19. SEVERABILITY:** 19.1 If any provision of this Agreement is held to be invalid, the remainder of the Agreement shall continue in full force and effect. **20. BINDING EFFECT:** 20.1 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and assigns. **21. INDEPENDENT CONTRACTORS:** 21.1 The Parties are independent contractors and nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship. **22. NO IMPLIED LICENSES:** 22.1 Except as expressly set forth in this Agreement, no license or other rights are granted by Licensor to Licensee, either expressly or by implication. **23. COUNTERPARTS:** 23.1 This Agreement may be executed in counterparts, each of which shall be deemed an original. **24. HEADINGS:** 24.1 The headings in this Agreement are for convenience only and do not affect the interpretation of this Agreement. **25. SURVIVAL:** 25.1 Provisions that by their nature should survive termination of this Agreement shall survive. **26. INTEGRATION:** 26.1 This Agreement, including all Schedules, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements. **27. NO THIRD-PARTY BENEFICIARIES:** 27.1 This Agreement is for the benefit of the Parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party. **28. LEGAL ADVICE:** 28.1 Each Party acknowledges that it has had the opportunity to seek independent legal advice before signing this Agreement. **29. GOOD FAITH:** 29.1 Each Party agrees to act in good faith in relation to the performance of their obligations under this Agreement. **30. COMPLIANCE WITH LAWS:** 30.1 Each Party shall comply with all applicable laws and regulations in performing its obligations under this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. _________________________ _________________________ Licensor Licensee
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MM slash DD slash YYYY
MM slash DD slash YYYY
MM slash DD slash YYYY
Company Name Actions
 
Company Name Actions
 
Hidden
**TRADEMARK LICENSE AGREEMENT** THIS AGREEMENT ("Agreement") is made as of ________ (Effective Date), between ____________ ("Licensor"), and _____________ ("Licensee"). The Parties collectively are known as the “Parties.” **1. DEFINITIONS:** 1.1 "Licensed Trademark" means the trademark(s) owned by Licensor as specified in Schedule A. **2. GRANT OF LICENSE:** 2.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Licensed Trademark in the Territory solely in connection with the manufacture, sale, and distribution of the Licensed Products. **3. QUALITY CONTROL:** 3.1 Licensee agrees to maintain the quality of the Licensed Products at least equal to the standards set forth in Schedule B. **4. ROYALTIES AND PAYMENT:** 4.1 Licensee agrees to pay Licensor a royalty as set forth in Schedule C. **5. TERM AND TERMINATION:** 5.1 This Agreement is effective from the Effective Date and shall continue unless terminated by either Party. **6. CONFIDENTIALITY:** 6.1 Both Parties agree to keep confidential any proprietary information received during the term of this Agreement. **7. INDEMNIFICATION:** 7.1 Each Party agrees to indemnify and hold harmless the other Party from any liabilities or damages arising from the use of the Licensed Trademark. **8. INFRINGEMENT:** 8.1 Licensee shall promptly notify Licensor of any infringement of the Licensed Trademark. **9. WARRANTY:** 9.1 Licensor warrants that it has the right to license the Trademarks to Licensee. **10. LIMITATION OF LIABILITY:** 10.1 Neither Party shall be liable for any indirect, special, or consequential damages. **11. ASSIGNMENT:** 11.1 This Agreement may not be assigned by either Party without the prior written consent of the other Party. **12. GOVERNING LAW:** 12.1 This Agreement shall be governed by the laws of India. **13. DISPUTE RESOLUTION:** 13.1 Any dispute arising out of this Agreement shall be resolved through arbitration in accordance with the Arbitration and Conciliation Act, 1996. **14. FORCE MAJEURE:** 14.1 Neither Party will be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control. **15. ENTIRE AGREEMENT:** 15.1 This Agreement constitutes the complete and exclusive statement of the agreement between the Parties. **16. AMENDMENT:** 16.1 This Agreement may be amended only by a written document signed by both Parties. **17. WAIVER:** 17.1 Any waiver of any provision of this Agreement must be in writing and signed by the Party waiving its rights. **18. NOTICES:** 18.1 All notices under this Agreement shall be in writing and sent to the addresses specified in Schedule D. **19. SEVERABILITY:** 19.1 If any provision of this Agreement is held to be invalid, the remainder of the Agreement shall continue in full force and effect. **20. BINDING EFFECT:** 20.1 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and assigns. **21. INDEPENDENT CONTRACTORS:** 21.1 The Parties are independent contractors and nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship. **22. NO IMPLIED LICENSES:** 22.1 Except as expressly set forth in this Agreement, no license or other rights are granted by Licensor to Licensee, either expressly or by implication. **23. COUNTERPARTS:** 23.1 This Agreement may be executed in counterparts, each of which shall be deemed an original. **24. HEADINGS:** 24.1 The headings in this Agreement are for convenience only and do not affect the interpretation of this Agreement. **25. SURVIVAL:** 25.1 Provisions that by their nature should survive termination of this Agreement shall survive. **26. INTEGRATION:** 26.1 This Agreement, including all Schedules, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements. **27. NO THIRD-PARTY BENEFICIARIES:** 27.1 This Agreement is for the benefit of the Parties and their successors and permitted assigns, and does not confer any rights or benefits on any third party. **28. LEGAL ADVICE:** 28.1 Each Party acknowledges that it has had the opportunity to seek independent legal advice before signing this Agreement. **29. GOOD FAITH:** 29.1 Each Party agrees to act in good faith in relation to the performance of their obligations under this Agreement. **30. COMPLIANCE WITH LAWS:** 30.1 Each Party shall comply with all applicable laws and regulations in performing its obligations under this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. _________________________ _________________________ Licensor Licensee
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