[{"data":1,"prerenderedAt":489},["ShallowReactive",2],{"document-checklist-drafting-merchandising-license-agreements-D5217":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":488},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CHECKLIST DRAFTING MERCHANDISING LICENSE AGREEMENTS Identification of Parties Names Addresses Definition of Property Definition of Licensed Products Fragmentation issues if exclusive License Grant Exclusive vs. non-exclusive Definition of territory Reservation of rights Entertainment and merchandising rights Sublicensing Term of Agreement Options to renew Effect of commercialization of property Compensation Royalty income Sublicensing income division Royalty period defined Net sales defined Royalty statements Advance Guaranteed minimum royalty Guaranteed vs. non-guaranteed When sale occurs Sales to affiliates Receipt will not prevent subsequent challenge Acceleration Survival of termination Currency Interest Audit Timing and notice Underpayment Record retention Representations and Warranties Ownership and non-infringement Necessary permissions Ability to contract No conflicting agreements Best efforts to commercialize Promote and advertise Product introduction and first shipment dates ",null,"Checklist Drafting Merchandising License Agreements","4",47,"doc","https://templates.business-in-a-box.com/imgs/1000px/checklist_drafting-merchandising-license-agreements-D5217.png","https://templates.business-in-a-box.com/imgs/250px/5217.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5217.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & 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Note","/template/checklist-items-to-consider-for-drafting-a-promissory-note-D427","https://templates.business-in-a-box.com/imgs/250px/427.png",{"label":64,"url":65,"thumb":66,"extension":10},"Merchandising and Marketing Agreement","/template/merchandising-and-marketing-agreement-D1247","https://templates.business-in-a-box.com/imgs/250px/1247.png",{"label":68,"url":69,"thumb":70,"extension":10},"Checklist Software License Agreement Provisions","/template/checklist-software-license-agreement-provisions-D782","https://templates.business-in-a-box.com/imgs/250px/782.png",{"label":72,"url":73,"thumb":74,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":76,"url":77,"thumb":78,"extension":10},"License Agreement NonTransferable and Non Exclusive License","/template/license-agreement-nontransferable-and-non-exclusive-license-D1022","https://templates.business-in-a-box.com/imgs/250px/1022.png",{"label":80,"url":81,"thumb":82,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":84,"url":85,"thumb":86,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":102,"url":103},"TRADEMARK LICENSE This Trademark License (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] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS pursuant to an asset purchase agreement dated on [SPECIFY] between Licensor and Licensee (the \"Asset Purchase Agreement\"), Licensor sold to Licensee substantially all of the property and assets (subject to the exceptions stated therein) of its [SPECIFY] business (the \"Purchased Business\") excluding, among other things, the Trade Marks (as hereinafter defined); AND WHEREAS as a condition to the completion of the purchase and sale contemplated by the Asset Purchase Agreement, the Licensor agreed to grant to the Licensee a license to use the trade marks set forth in Schedule [SPECIFY] attached hereto (the \"Trade Marks\") with respect to the wares and services set forth in such Schedule [SPECIFY]. NOW, THEREFORE, the parties hereto agree as follows: PREAMBLE The preamble shall form part hereof as if herein recited at length. GRANT OF LICENSE Subject to the terms and conditions set out herein, Licensor hereby grants to Licensee the exclusive royalty free, right and license, with the right to have others licensed in conformity with the provisions of this agreement (the \"Trade Mark License\"), to use the Trade Marks and works in which copyright subsists as set forth in Article [NUMBER] of this agreement, in [COUNTRY] (the \"Territory\"), only on and in connection with the sale and distribution of the wares and services set forth in Schedule [SPECIFY] hereto, and, if the Licensor obtains an amendment to the registration of the Trade Marks (which it will apply for at the request and expense of the Licensee), the additional wares and services set forth in Schedule [SPECIFY] hereto if such additional wares and services are offered for sale in the ordinary course of business in substantially all of the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business and such other wares and services which are offered for sale in the ordinary course of business in substantially all the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business as may be mutually agreed upon (acting reasonably) by Licensor and Licensee from time to time (herein collectively referred to as \"Designated Products and Services\"). Licensee agrees that it shall not use any Trade Mark in connection with a ware or service which is not one of the Designated Products and Services nor shall it use any Trade Mark outside of the Territory. Furthermore, Licensee shall not have the right to use any of the Trade Marks (i) in its corporate name, or (ii) other than pursuant to the terms and conditions of this Agreement. However, the Licensee may use the Trade Marks in public signage for the Licensee's [SPECIFY] outlets from which a significant variety of Designated Products and Services are offered for sale and, with the prior written consent of the Licensor (which consent cannot be unreasonably withheld) and upon satisfaction of such conditions as to the protection of the distinctiveness and goodwill of the Trade Marks as the Licensor may reasonably impose, may use the Trade Marks in association with other words or expressions in association with Designated Products and Services. It is understood and agreed that the Trade Mark License is limited strictly to the rights granted hereunder and that all other rights in the Trade Marks in connection with the present and future businesses of Licensor and its affiliates throughout the world are reserved to Licensor and its affiliates. Licensee shall have the right to assign the Trade Mark License in connection with any sale by the Licensee of all or substantially all of the Purchased Business or have further licenses granted to purchasers of all or substantially all of the Purchased Business in [SPECIFY] or to franchisees of the Licensee with or without royalties or other consideration being payable to Licensee, without the consent of Licensor and without any right on the part of Licensor to receive the whole or any part of any such other royalties or other consideration; provided, however, that Licensee shall promptly inform Licensor in writing of the identity and business address of any additional licensee or assignee and provided further that as a condition of such assignment or sublicense such additional licensee or assignee will be required to enter into a trade mark license agreement with Licensor more particularly described below. No assignment shall operate to release Licensee from its obligations hereunder. The assignment by Licensee of this Trade Mark License shall take place only upon the assignee and the Licensor entering into a trade mark license agreement substantially the same as this Trade Mark License, which agreement the Licensor shall not unreasonably refuse to negotiate and execute at the sole expense of the Licensee. The grant from time to time by Licensee to additional licensees of the right to use the Trade Marks shall be by license agreement between Licensor, Licensee and the additional licensee, which license agreement shall incorporate no less stringent obligations on the part of the additional licensee with respect to the use by such licensee of the Trade Marks than are required of Licensee by this agreement and shall not provide for the granting to any such licensee of greater rights to use the Trade Marks than are enjoyed by Licensee. Without limiting the generality of the foregoing, the additional licensee shall agree to be bound in such license agreement by the quality control and trade mark provisions set out in Articles [NUMBER] and [NUMBER] below. Licensor hereby appoints Licensee as its agent to, and Licensee hereby agrees to, enforce compliance by all additional licensees appointed by Licensee with the provisions of their respective license agreements (including, without limiting the generality of the foregoing, the quality control provisions contained therein). The appointment of Licensee as an agent is solely for the purposes of this agreement. TERM Subject to the provisions of Article [NUMBER], this agreement shall remain in full force and effect for a term of [NUMBER] years from the date of this Agreement, subject to automatic renewal for an indefinite number of further [NUMBER] year terms unless (i) at least [NUMBER] days prior to the end of the initial term or any renewal term Licensee delivers a written notice to Licensor stating that it does not wish this agreement to be renewed, or (ii) Licensee is at the time of the renewal in default under Article [NUMBER] of this agreement. QUALITY CONTROL So as not to bring discredit upon the Trade marks, Licensee agrees that the Designated Products and Services sold and distributed by Licensee will at all times be of good quality and that the Designated Products and Services will be merchandised, distributed and sold by Licensee with packaging and sales promotion materials appropriate for good quality products and services. Licensee further agrees that all Designated Products and Services will be sold, labeled, packaged, merchandised, distributed, promoted and advertised in accordance with all applicable [YOUR COUNTRY LAW] and regulations.","Trademark License Agreement","9",88,"https://templates.business-in-a-box.com/imgs/1000px/trademark-license-agreement-D5230.png","https://templates.business-in-a-box.com/imgs/250px/5230.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5230.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","trademark license agreement","/template/trademark-license-agreement-D5230",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":114,"keywords":113,"url":117},"DISTRIBUTION AGREEMENT This Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his 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] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Agreement\" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement; \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Products\" means Goods, Accessories, and Spare Parts. \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. RELATIONSHIP OF PARTIES Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under [LAWS] or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. SALE OF PRODUCTS BY DISTRIBUTOR Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15",513,"https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":113,"description":6},"distribution agreement",[115,116],{"label":33,"url":98},{"label":33,"url":98},"/template/distribution-agreement-D12544",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":108,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":130},"FRANCHISE AGREEMENT This Franchise Agreement (\"Agreement\") is made and effective this [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Franchisor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FRANCHISEE NAME] (the \"Franchisee\"), an individual with his main address located at OR a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Franchisor and certain of its Affiliates own, operate and franchise [DESCRIPTION] throughout [COUNTRY] which, among other things, rent, sell and market [PRODUCT/SERVICE] to the [GENERAL PUBLIC OR COPORATIONS OR GOVERNMENT]; and WHEREAS, Franchisor and certain of its Affiliates acquire, produce, license market and sell [PRODUCT/SERVICE]; and WHEREAS, Franchisee is willing to purchase on a per Location (the terms initially capitalized in this Agreement and not otherwise defined herein shall have the respective meanings set forth in Paragraph 18 of this Agreement) basis a specified number of [PRODUCT/SERVICE]; and WHEREAS, Franchisor is willing to provide various marketing, advertising and promotional services and activities in support of Franchisee; NOW, THEREFORE, based on the above premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties agree hereto as follows: AGREEMENT TERM The term of this Agreement shall be for the period (the \"Term\"), commencing as of the date of this Agreement. Each year of the Term, as measured from the date of this Agreement, is a \"Contract Year.\" TERRITORY The territory for purposes of this Agreement with respect to [PRODUCT/SERVICE] shall be [COUNTRY], their territories and possessions (the \"Territory\"), except with respect to those [PRODUCT/SERVICE] for which Franchisee has only [COUNTRY] Distribution Rights, in which case, the Territory with respect to such [PRODUCT/SERVICE] shall be limited to [COUNTRY] and, if and to the extent Franchisor owns or controls such rights, to territories and possessions of [COUNTRY]). REVENUE SHARING Franchisee shall remit to Franchisor [%] of the net profits of its business in the form of [ROYALTIES, ETC]. [DESCRIBE IN DETAILS REVENUE SHARING BETWEEN FRANCHISOR AND FRANCHISEE]. Distribution of profits shall be made on the [DAY] of [MONTHS]. FRANCHISOR COMMITMENTS Beginning as of the date of this Agreement for [NUMBER OF LOCATIONS] located in [COUNTRY] within [NUMBER] calendar months hereafter, and for Participating Franchises within [NUMBER] calendar months hereafter, Franchisee agrees as follows: 4.1 Purchasing The following purchasing requirements shall apply to all Locations and Participating Franchises A. [FRANCHISEE REQUIREMENT] B. [FRANCHISEE REQUIREMENT] C. [FRANCHISEE REQUIREMENT] 4.2 Missing Products For each [PRODUCT TYPE] that is lost, stolen or otherwise not reasonably accounted for, for more than [SPECIFY] calendar days during the period commencing upon delivery to Franchisor's distribution center and ending on the last day of the relevant Revenue Sharing Period, Franchisee shall pay [AMOUNT] to Franchisor. For any such [PRODUCT TYPE] Franchisee will reimburse Franchisor the applicable distribution wholesale price less the applicable average Purchase Price received by Franchisee. 4.3 Payment The parties acknowledge and agree that if Franchisee fails to order [NUMBER OF UNITS] required under Paragraph 3.1, Franchisee shall pay [AMOUNT] to Franchisor, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisee failed to order. If Franchisor fails to deliver the number or units ordered by Franchisee under Paragraph 3.1, Franchisor shall pay to Franchisee, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisor failed to deliver. The parties hereto expressly agree and acknowledge that actual damages for purposes of this Subparagraph would be difficult to ascertain and that the amount set forth above represents the parties' reasonable estimate of such damages. 4.4 Marketing With respect to advertising of [PRODUCT/SERVICE], Franchisee agrees to consult with Franchisor and to keep Franchisor reasonably appraised of its marketing plans and activities and to comply with Franchisor's then-current customary marketing support policies and practices to the extent they are reasonable and practicable. Franchisor shall have the right to approve such plans, and Franchisee shall provide a timely opportunity for said approval by Franchisor. Franchisor shall exercise its approval rights in a timely and reasonable manner. Should Franchisee fail to comply in good faith with its obligations under Paragraph 3.4, Franchisor shall be entitled to give written notice to Franchisee of such failure. In no event shall Franchisor be obligated to provide such advertising which it would otherwise have been obligated to provide during such time as Franchisor's obligations hereunder were suspended because of Franchisee's failure to fulfill its obligations under this Paragraph 3.4. 4.5 Participating Franchises While Franchisee cannot guarantee that its Franchises will adopt the Agreement, Franchisee will use good faith commercially reasonable efforts to recommend adoption of the Agreement to its Franchises and anticipates a high level of adoption thereby. Franchisor hereby agrees that each Participating Franchise shall execute a letter agreement, which has been approved by Franchisee in form and substance, in favor of Franchisor, agreeing to be bound by the terms and conditions of this Agreement as if it were a party hereto (the \"Participating Franchise\"). Franchisee shall be liable for each Participating Franchise's performance of its financial obligations hereunder as if such Participating Franchise were a Location. Franchisor shall have the right to proceed against Franchisee for money only for any failure of a Participating Franchise to fully perform the financial terms and conditions of this Agreement. Participating Franchises shall be subject to the same terms and conditions under the Agreement as Locations, unless specifically designated otherwise. Implementation of the Agreement at the Franchise level and Franchise payments there under will be administered by Franchisor. 4.6 Placement Franchisee shall exercise good faith commercially reasonable efforts to maximize revenue on the [SALE OR RENTAL] of [PRODUCT/SERVICE]. At all times during the entire Revenue Sharing Period, Franchisee shall make available for [SALE OR RENTAL] at each Location all of the [PRODUCT/SERVICE] purchased for such Location. 4.7 Packing and Shipping Franchisor will be solely responsible for making [PRODUCT/SERVICE] ready for consumer [PURCHASE/RENTAL] and for shipping the [PRODUCT/SERVICE] from its distribution center to Franchisee's Locations. 4.8 Returns/Exchanges The purchase requirements set forth in Paragraph 3.1 shall not be subject to any returns by Franchisee. Franchisor will exchange defective or damaged products. Defective products shall mean those that are mechanically defective, mispackaged, physically blemished or contain extraneous material. Franchisee shall report defective or damaged products to Franchisor promptly following discovery of such defect or damage. 4.9 Location Count Franchisee will report to Franchisor on a calendar month basis the number of currently operating Locations, including Participating Franchises, non-participating Franchises, New Franchisor Locations and recently closed Locations. 4.10 Demographic Information Franchisee will provide to Franchisor, on an ongoing basis, information regarding the demographic make-up generally of Franchisee customers. COMMITMENTS 5.1 Marketing Support","Franchise Agreement","11","https://templates.business-in-a-box.com/imgs/1000px/franchise-agreement-D879.png","https://templates.business-in-a-box.com/imgs/250px/879.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#879.xml",{"title":126,"description":6},"franchise agreement",[128,129],{"label":33,"url":98},{"label":33,"url":98},"/template/franchise-agreement-D879",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":108,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his 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] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":139,"description":6},"software license agreement",[141,142],{"label":33,"url":98},{"label":143,"url":144},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":108,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":160},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his 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] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":154,"description":6},"non disclosure agreement nda",[156,157],{"label":33,"url":98},{"label":158,"url":159},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":162,"descriptionCustom":6,"label":163,"pages":164,"size":165,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":170,"keywords":174,"url":175},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[171],{"label":172,"url":173},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":178,"reviewer":190,"quick_facts":194,"at_a_glance":196,"personas":200,"variants":225,"glossary":251,"fields":285,"how_to_fill":336,"common_mistakes":377,"faqs":394,"industries":419,"comparisons":436,"diy_vs_pro":450,"related_template_ids_curated":463,"schema":474,"classification":476},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Merchandising License Agreement Checklist Template (Free Word)","Free checklist for drafting merchandising license agreements. Covers royalties, territory, IP rights, quality control, and termination. Used in 190+ countries. Free Word and PDF download.","merchandising license agreement checklist",[183,184,185,186,187,188,189],"merchandising license agreement template","licensing agreement checklist","merchandise licensing checklist","brand licensing checklist","intellectual property license checklist","royalty agreement checklist","licensing deal checklist",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":176,"signature_required":176},"easy",{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Checklist for Drafting Merchandising License Agreements is a structured reference form that walks licensors and licensees through every key term and provision they need to address before finalizing a merchandise licensing deal. This free Word download covers royalty rates, territory scope, IP ownership, quality control, and termination triggers in a single scannable document you can edit online and export as PDF.\n","Use it whenever you are preparing, reviewing, or negotiating a merchandising license agreement — whether you are a brand owner granting rights or a manufacturer seeking to produce licensed goods. It is equally useful as a pre-drafting preparation tool and as a final review checklist before signatures are collected.\n","Party identification, licensed property description, grant of rights and exclusivity, royalty and advance terms, territory and channel definitions, quality control and approval process, term and renewal, and termination conditions. Each field includes a prompt to confirm the item has been addressed in the draft agreement.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Brand owners and licensors","Confirming every commercial and IP term is addressed before signing","persona-brand-owner",{"title":206,"use_case":207,"icon_asset_id":208},"Manufacturers and licensees","Auditing incoming license drafts to identify missing or unfavorable terms","persona-manufacturer",{"title":210,"use_case":211,"icon_asset_id":212},"Entertainment and media companies","Managing character and franchise merchandise licensing for retail distribution","persona-media-company",{"title":214,"use_case":215,"icon_asset_id":216},"Small business owners","Entering a first licensing deal without in-house legal counsel on call","persona-small-business-owner",{"title":218,"use_case":219,"icon_asset_id":220},"IP attorneys and paralegals","Using a structured checklist to ensure client agreements are complete before filing","persona-attorney",{"title":222,"use_case":223,"icon_asset_id":224},"Startup founders","Licensing a brand, logo, or technology for a product line for the first time","persona-startup-founder",[226,230,234,237,240,244,247],{"situation":227,"recommended_template":228,"slug":229},"Granting exclusive rights to a single manufacturer in a defined territory","Exclusive Merchandising License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":231,"recommended_template":232,"slug":233},"Licensing a character or franchise IP for a consumer product line","Character Licensing Agreement","technology-licensing-agreement-D13434",{"situation":235,"recommended_template":89,"slug":236},"Licensing a brand name or trademark to a retailer or reseller","trademark-license-agreement-D5230",{"situation":238,"recommended_template":239,"slug":229},"Granting non-exclusive rights to multiple manufacturers simultaneously","Non-Exclusive License Agreement",{"situation":241,"recommended_template":242,"slug":243},"Reviewing an incoming license agreement received from a counterparty","License Agreement Review Checklist","license-agreement-D1180",{"situation":245,"recommended_template":133,"slug":246},"Licensing software or digital content alongside physical merchandise","software-license-agreement-D12928",{"situation":248,"recommended_template":249,"slug":250},"Sublicensing rights from an existing licensee to a third-party manufacturer","Sublicense Agreement","non-profit-partnership-agreement-D14023",[252,255,258,261,264,267,270,273,276,279,282],{"term":253,"definition":254},"Licensor","The party that owns the intellectual property and grants the right to use it under the terms of the agreement.",{"term":256,"definition":257},"Licensee","The party that receives permission to use the licensor's intellectual property, typically to manufacture and sell merchandise.",{"term":259,"definition":260},"Licensed Property","The specific trademark, character, logo, design, or other IP that the licensee is authorized to reproduce on merchandise.",{"term":262,"definition":263},"Royalty Rate","The percentage of net sales or a fixed fee per unit that the licensee pays the licensor in exchange for the right to use the licensed property.",{"term":265,"definition":266},"Advance","An upfront payment made by the licensee at signing, typically recoupable against future royalty earnings but non-refundable if sales fall short.",{"term":268,"definition":269},"Guaranteed Minimum Royalty","A floor amount the licensee must pay regardless of actual sales performance, ensuring the licensor receives baseline compensation.",{"term":271,"definition":272},"Grant of Rights","The clause defining exactly what the licensee may do with the licensed property — manufacture, distribute, sublicense — and what is explicitly excluded.",{"term":274,"definition":275},"Quality Control Approval","The process by which the licensor reviews and approves product samples, packaging, and marketing materials before the licensee may sell them.",{"term":277,"definition":278},"Territory","The geographic area — country, region, or worldwide — within which the licensee may manufacture, distribute, and sell licensed merchandise.",{"term":280,"definition":281},"Sell-Off Period","A defined window after agreement termination during which the licensee may sell existing inventory before all rights revert to the licensor.",{"term":283,"definition":284},"Net Sales","Gross sales revenue minus returns, allowances, and agreed deductions — the royalty base most licensing agreements use to calculate payments.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Party identification","Full legal names, addresses, and roles of both the licensor and licensee, confirming each party's authority to enter the agreement.","Licensor: [LICENSOR LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE/COUNTRY]. Licensee: [LICENSEE LEGAL NAME], a [ENTITY TYPE] organized under the laws of [STATE/COUNTRY].","Using trade names instead of registered legal entity names — a mismatch between the contract party and the IP ownership record can make enforcement difficult.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Licensed property description","A precise definition of the IP being licensed — trademark registration numbers, character names, design files, or patent numbers — so both parties agree on exactly what is covered.","The Licensed Property means [TRADEMARK/CHARACTER NAME], as depicted in Exhibit A, including U.S. Trademark Registration No. [NUMBER] and all approved variations listed therein.","Describing the property too broadly without an attached exhibit — vague descriptions lead to disputes about whether a new design variant requires a separate license.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Grant of rights and exclusivity","Specifies whether the license is exclusive or non-exclusive, the permitted product categories, and any sublicensing rights granted or withheld.","Licensor grants Licensee a [exclusive / non-exclusive], non-transferable license to manufacture, distribute, and sell [PRODUCT CATEGORIES] bearing the Licensed Property in the Territory. Sublicensing rights are [granted / not granted].","Omitting the product category scope — an overly broad grant can inadvertently cover product lines the licensor intended to reserve for other licensees.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Territory and distribution channels","Defines the geographic territory and the permitted sales channels — retail, e-commerce, wholesale, direct-to-consumer — where licensed goods may be sold.","Territory: [COUNTRIES / REGIONS / WORLDWIDE]. Permitted channels: brick-and-mortar retail, online retail via [APPROVED PLATFORMS], and wholesale to [APPROVED RETAILERS]. Sales outside the Territory are prohibited.","Failing to specify online marketplaces by name — leaving 'e-commerce' undefined allows the licensee to sell on platforms the licensor has not vetted or approved.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Royalty rate, advance, and guaranteed minimum","Sets the royalty percentage on net sales, the upfront advance amount, and the annual guaranteed minimum royalty the licensee must pay regardless of actual sales.","Royalty Rate: [X]% of Net Sales. Advance: $[AMOUNT], due at signing, recoupable against royalties earned in Year 1. Guaranteed Minimum Royalty: $[AMOUNT] per contract year, non-recoupable.","Setting the guaranteed minimum too low relative to projected sales — a floor that is easy to meet gives the licensor no protection if the licensee underperforms.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Royalty reporting and payment schedule","States how often the licensee must submit royalty statements and remit payments, what the statements must contain, and the currency of payment.","Licensee shall submit quarterly royalty statements within [30] days of each quarter-end, showing gross sales, deductions, net sales, and royalties owed. Payment in [USD / GBP / EUR] by [ACH / wire transfer].","No audit right accompanying the reporting obligation — without the right to inspect the licensee's books, the licensor cannot verify the accuracy of reported net sales.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Quality control and sample approval","Establishes the licensor's right to review and approve product samples, packaging, and promotional materials before manufacture and sale, and sets a timeline for approvals.","Licensee shall submit pre-production samples to Licensor for written approval before commencing manufacture. Licensor shall respond within [15] business days. Approval shall not be unreasonably withheld.","No defined approval timeline — an open-ended review right gives the licensor de facto veto power that can stall the licensee's production schedule indefinitely.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Term, renewal, and termination triggers","Defines the initial agreement period, any automatic renewal conditions, notice requirements, and the specific events that allow either party to terminate early.","Initial Term: [X] years from [START DATE]. Renewal: automatic for successive [1]-year terms unless either party gives [60] days' written notice. Termination for cause: [breach unremedied for 30 days / insolvency / unauthorized sublicense].","No cure period before termination for breach — without it, a minor administrative failure (late royalty statement) can trigger termination of an otherwise healthy licensing relationship.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Sell-off period and inventory wind-down","Grants the licensee a defined window after termination to sell existing finished inventory, and sets limits on the quantity that may be sold during that period.","Following termination, Licensee shall have [90] days to sell existing finished-goods inventory bearing the Licensed Property. Sell-off quantities shall not exceed inventory on hand as of the termination date, verified by written notice to Licensor.","No cap on sell-off inventory — without a quantity limit tied to the termination-date stock count, the licensee can manufacture new goods up to the termination date and then flood the market during the sell-off window.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Indemnification and insurance requirements","Allocates liability between the parties for product defects, IP infringement claims, and third-party losses, and specifies the minimum insurance coverage the licensee must carry.","Licensee shall indemnify Licensor against all third-party claims arising from licensed products. Licensee shall maintain product liability insurance of at least $[AMOUNT] per occurrence, naming Licensor as additional insured.","Setting the insurance minimum in nominal dollars without an annual review clause — $1M in coverage that was adequate at signing may be grossly insufficient five years into a successful product line.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify both parties with their registered legal names","Enter the full registered legal name, business address, and entity type for both the licensor and licensee. Confirm the licensor's name matches the IP ownership record exactly.","Run a quick trademark or copyright registry search before filling in the licensor's name — a mismatch between the contract and the registry is the most common cause of enforcement delays.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the licensed property with an attached exhibit","Write a specific description of the IP and reference an Exhibit A containing the approved artwork, trademark registration numbers, or design files. Do not rely on a general description alone.","Include approved color variations and size specifications in the exhibit — licensees frequently request minor variations that the licensor never intended to approve.",{"step":348,"title":349,"description":350,"tip":351},3,"Specify the grant of rights, exclusivity, and product categories","Check the box for exclusive or non-exclusive, list the exact product categories covered, and state whether sublicensing is permitted. Exclude any categories you intend to reserve.","List excluded categories explicitly rather than relying on the implied scope of included ones — courts interpret ambiguous grants broadly in favor of the licensee.",{"step":353,"title":354,"description":355,"tip":356},4,"Define the territory and approved distribution channels","Enter the geographic territory and name each permitted sales channel, including specific online marketplaces if e-commerce is included.","If worldwide rights are granted, note any country-specific restrictions (e.g., export control jurisdictions) in a separate exclusions list.",{"step":358,"title":359,"description":360,"tip":361},5,"Set the royalty rate, advance, and guaranteed minimum","Enter the royalty percentage on net sales, the upfront advance amount, and the annual guaranteed minimum. Confirm the minimum reflects realistic Year 1 sales projections at the agreed royalty rate.","Set the guaranteed minimum at 50–70% of projected royalties rather than 100% — this gives the licensee a reasonable buffer while still protecting the licensor's floor.",{"step":363,"title":364,"description":365,"tip":366},6,"Confirm quality control timelines and approval process","State the number of business days the licensor has to review samples and respond in writing. Note which stages require approval — concept, pre-production sample, and final product.","Include a deemed-approval clause: if the licensor does not respond within the stated period, the submission is automatically approved. This protects the licensee from indefinite delays.",{"step":368,"title":369,"description":370,"tip":371},7,"Set the term, renewal, and termination conditions","Enter the initial term length, renewal mechanism, notice period, and the specific events that trigger early termination. Include a cure period of 15–30 days for non-material breaches.","Distinguish between terminable-for-cause events (breach, insolvency) and terminable-for-convenience events (strategic exit) — each warrants a different notice period and wind-down obligation.",{"step":373,"title":374,"description":375,"tip":376},8,"Verify the sell-off period and insurance minimums","Set the sell-off window in days (typically 60–120), tie the quantity cap to documented inventory at termination, and confirm the insurance minimums are appropriate for the product category and expected sales volume.","Ask the licensee to provide a certificate of insurance before execution, not as a post-signing obligation — this confirms the coverage actually exists before rights are granted.",[378,382,386,390],{"mistake":379,"why_it_matters":380,"fix":381},"Describing the licensed property without an exhibit","A vague property description creates disputes over whether new design variants or updated logos are covered, often requiring renegotiation or litigation to resolve.","Attach an Exhibit A with approved artwork files, registration numbers, and a list of approved variations at the time of signing.",{"mistake":383,"why_it_matters":384,"fix":385},"No audit right in the royalty reporting clause","Without the right to inspect the licensee's sales records, the licensor has no way to verify whether reported net sales are accurate, making underpayment effectively undetectable.","Add an audit right allowing the licensor to inspect the licensee's books once per year on reasonable notice, with the licensee paying audit costs if underpayment exceeds 5%.",{"mistake":387,"why_it_matters":388,"fix":389},"Open-ended quality control approval timeline","An undefined review window gives the licensor unlimited time to approve samples, which can stall the licensee's production schedule and cause them to miss retail sell-in deadlines.","Set a specific number of business days for each approval stage and include a deemed-approval clause if no response is received in time.",{"mistake":391,"why_it_matters":392,"fix":393},"No cap on sell-off inventory quantities","Without a quantity limit tied to confirmed inventory at termination, licensees can overproduce before the termination date and then legally flood the market with licensed goods for months afterward.","Require the licensee to submit a written inventory count on the termination date, and cap sell-off sales to that verified quantity only.",[395,398,401,404,407,410,413,416],{"question":396,"answer":397},"What is a merchandising license agreement checklist?","A merchandising license agreement checklist is a structured reference form that identifies every key term and provision a licensor and licensee need to address before finalizing a merchandise licensing deal. It covers party identification, IP description, royalty terms, territory, quality control, and termination in a single scannable document. Using one reduces the risk of omitting provisions that commonly cause disputes after signing.\n",{"question":399,"answer":400},"Who needs a merchandising license agreement checklist?","Brand owners granting merchandise rights, manufacturers seeking to produce licensed goods, entertainment companies managing franchise licensing, and IP attorneys reviewing client agreements all benefit from this checklist. It is particularly useful for first-time licensors and licensees who have not yet developed an internal drafting standard.\n",{"question":402,"answer":403},"What is the difference between a merchandising license agreement and a trademark license agreement?","A merchandising license agreement specifically governs the right to reproduce a brand, character, or design on physical consumer products — apparel, toys, accessories, and similar goods. A trademark license agreement governs the right to use a registered mark in commerce more broadly, including on services and in advertising. Merchandise licensing typically includes additional provisions for quality control, sample approval, and sell-off periods that are less common in pure trademark license arrangements.\n",{"question":405,"answer":406},"What royalty rate is standard for merchandising license agreements?","Royalty rates in merchandising typically range from 5% to 15% of net sales, depending on the strength of the licensed property, the product category, and the exclusivity of the grant. Character and entertainment IP from major franchises can command 12–18% or higher. Most agreements also require an upfront advance and an annual guaranteed minimum royalty that the licensee must pay regardless of actual sales performance.\n",{"question":408,"answer":409},"Does a merchandising license checklist replace the actual license agreement?","No. The checklist is a drafting and review tool, not a binding legal document. It helps you confirm that every material term has been addressed in the full license agreement before both parties sign. Once completed, the checklist should be archived alongside the executed agreement as a record of the drafting process.\n",{"question":411,"answer":412},"What quality control provisions should a merchandising license include?","At minimum: a requirement for the licensee to submit pre-production samples for written approval, a defined review period (typically 10–15 business days), a deemed-approval clause if no response is received in time, and ongoing rights for the licensor to request samples from production runs. Approval should cover the product itself, packaging, and any promotional materials bearing the licensed property.\n",{"question":414,"answer":415},"How long should a merchandising license agreement term be?","Initial terms of 2–3 years are most common for consumer product licensing. This gives the licensee enough time to develop, manufacture, and sell a product line while limiting the licensor's exposure if the relationship underperforms. Renewal clauses with automatic extension on 60 days' notice are standard, allowing both parties to continue if the arrangement is working without requiring renegotiation.\n",{"question":417,"answer":418},"What happens to licensed merchandise inventory when the agreement terminates?","Most agreements include a sell-off period — typically 60 to 120 days after termination — during which the licensee may sell existing finished inventory. The quantity is usually capped at the inventory on hand as of the termination date, verified in writing. After the sell-off period, the licensee must destroy or return any remaining licensed goods and provide written confirmation to the licensor.\n",[420,424,428,432],{"industry":421,"icon_asset_id":422,"specifics":423},"Entertainment and Media","industry-media","Character and franchise IP licensing for toys, apparel, and collectibles requires detailed sample approval workflows and territory-by-territory royalty tracking.",{"industry":425,"icon_asset_id":426,"specifics":427},"Fashion and Apparel","industry-fashion","Brand and designer name licensing for apparel lines demands strict quality control provisions and sell-off limitations to protect brand positioning at retail.",{"industry":429,"icon_asset_id":430,"specifics":431},"Consumer Goods and Retail","industry-retail","Licensed product programs across mass-market retailers require channel-specific restrictions and minimum royalty floors tied to per-store distribution commitments.",{"industry":433,"icon_asset_id":434,"specifics":435},"Sports and Events","industry-sports","Team and athlete name licensing for merchandise involves league approval requirements, event-specific sell-off windows, and strict geographic territory definitions.",[437,441,444,447],{"vs":438,"vs_template_id":439,"summary":440},"Merchandising License Agreement","merchandising-license-agreement-D5216","The full merchandising license agreement is the binding legal contract both parties sign. This checklist is the pre-drafting and review tool used to confirm every required provision has been addressed before the agreement is finalized. Use the checklist first, then execute the agreement.",{"vs":89,"vs_template_id":442,"summary":443},"trademark-license-agreement-D13015","A trademark license agreement governs use of a registered mark broadly in commerce. A merchandising license is narrower — it specifically covers reproduction on consumer products and adds provisions for sample approval, guaranteed minimums, and sell-off periods that trademark licenses typically omit.",{"vs":106,"vs_template_id":445,"summary":446},"distribution-agreement-D144","A distribution agreement governs how a distributor resells the licensor's own products to retailers or end customers. A merchandising license grants a third party the right to manufacture new products bearing the licensor's IP. The key distinction is manufacturing rights — distributors sell what the brand owner makes; licensees make what the brand owner has authorized.",{"vs":120,"vs_template_id":448,"summary":449},"franchise-agreement-D13236","A franchise agreement covers an entire business system — branding, operations, training, and ongoing fees. A merchandising license is limited to the right to produce and sell specific products bearing the licensed IP, with no operational control over the licensee's broader business activities.",{"use_template":451,"template_plus_review":455,"custom_drafted":459},{"best_for":452,"cost":453,"time":454},"Licensors and licensees preparing or reviewing straightforward merchandise licensing deals","Free","15–30 minutes per agreement review",{"best_for":456,"cost":457,"time":458},"First-time licensors, deals involving major franchise IP, or multi-territory arrangements","$300–$800 for an IP attorney review","1–3 days",{"best_for":460,"cost":461,"time":462},"High-value exclusive licenses, entertainment franchise programs, or cross-border licensing with complex royalty structures","$1,500–$5,000+","1–3 weeks",[236,464,465,246,466,467,468,469,470,471,472,473],"distribution-agreement-D12544","franchise-agreement-D879","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-agreement-D12711","intellectual-property-assignment-D5229","letter-of-intent_acquisition-of-business-D5197","joint-venture-agreement-D889","trademark-license-and-royalty-agreement-D970","new-product-development-plan-D14014",{"emit_how_to":475,"emit_defined_term":475},true,{"primary_folder":98,"secondary_folder":477,"document_type":478,"industry":479,"business_stage":480,"tags":481,"confidence":487},"intellectual-property-and-licensing","checklist","general","all-stages",[482,483,484,485,486],"merchandising-license","licensing-agreement","ip-management","contract-checklist","royalty-management",0.95,"\u003Ch2>What is a Checklist for Drafting Merchandising License Agreements?\u003C/h2>\n\u003Cp>A \u003Cstrong>Checklist for Drafting Merchandising License Agreements\u003C/strong> is a structured reference form that guides licensors and licensees through every material term they need to address before finalizing a merchandise licensing deal. It covers party identification, licensed property description, grant of rights, royalty structure, territory, quality control, term, termination, and post-agreement inventory wind-down in a single scannable document. Rather than replacing the underlying license agreement, the checklist ensures nothing is overlooked during drafting or review — reducing the risk of disputes caused by missing or ambiguous provisions.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Merchandising license agreements involve a dense web of interdependent terms — royalty rates, sample approval timelines, sell-off windows, guaranteed minimums — and omitting even one can create costly problems after signing. A licensor who forgets to cap sell-off inventory quantities may find a terminated licensee legally flooding retail channels with licensed goods for months. A licensee who misses the audit-right provision has no recourse if net sales are underreported. Without a systematic checklist, experienced parties miss provisions they have addressed dozens of times before, simply because there is no structured review process to catch the gap. This template gives both sides a shared, reusable standard for every licensing negotiation — cutting preparation time, reducing back-and-forth, and producing cleaner agreements from the first draft.\u003C/p>\n",1781186023407]