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Trade Mark Licence Agreement
1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and addresses
2. Background: Context of the agreement, description of the trademark owner's rights, and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Marks', 'Territory', 'Licensed Products', etc.
4. Grant of License: Scope of the license, including territory, exclusivity/non-exclusivity, and permitted uses
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Royalties and Payments: Financial terms, including royalty rates, payment schedules, and reporting requirements
7. Quality Control: Standards for use of the trademark, approval processes, and quality maintenance requirements
8. Protection and Infringement: Obligations regarding trademark protection, handling of infringement, and cooperation in enforcement
9. Representations and Warranties: Statements regarding trademark ownership, right to license, and other key assurances
10. Confidentiality: Provisions for protecting confidential information exchanged during the agreement
11. General Provisions: Standard clauses including governing law, notices, entire agreement, and amendment procedures
1. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses to third parties
2. Minimum Performance Requirements: Include when setting specific sales targets or minimum royalty guarantees
3. Marketing and Promotion: Include when specific marketing requirements or restrictions need to be detailed
4. Right of First Refusal: Include when giving the licensee priority rights for additional territories or products
5. Post-Termination Obligations: Include when specific post-termination requirements need to be detailed
6. Insurance Requirements: Include when specific insurance coverage is required from the licensee
7. Export Control: Include when licensed products are subject to export regulations
8. Corporate Social Responsibility: Include when specific CSR standards need to be maintained
1. Schedule 1 - Licensed Marks: Detailed list and images of all trademarks covered by the agreement, including registration numbers
2. Schedule 2 - Licensed Products: Comprehensive list of products/services for which the trademark can be used
3. Schedule 3 - Territory: Detailed definition of geographic territories where license is valid
4. Schedule 4 - Quality Control Standards: Specific quality standards, testing requirements, and approval procedures
5. Schedule 5 - Royalty Calculations: Detailed methodology for calculating royalties, including any variable rates
6. Schedule 6 - Brand Guidelines: Specific requirements for trademark usage, including size, colors, and positioning
7. Schedule 7 - Approved Manufacturers: List of approved manufacturers or suppliers (if applicable)
8. Schedule 8 - Reporting Templates: Standard forms for sales reports and royalty calculations
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