[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-merchandising-and-marketing-agreement-D1247":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"MERCHANDISING AND MARKETING AGREEMENT This Merchandising and Marketing Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [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] AND: [SECOND PARTY NAME] (the \"Merchandiser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS for many years [YOUR COMPANY NAME] has carried on the business of selling [SPECIFY PRODUCTS BEING SOLD] and other products related thereto (the \"Products\"), at a number of retail stores generally known as [YOUR COMPANY NAME] Stores; and WHEREAS the [YOUR COMPANY NAME] Stores and the trade names, trade marks and associated commercial logos and symbols (the \"Names and Marks\") owned, used and/or established by [YOUR COMPANY NAME] and used in connection with the [YOUR COMPANY NAME] Stores have gained public acceptance and goodwill; and WHEREAS to ensure the most effective operation of the [YOUR COMPANY NAME] Stores, [YOUR COMPANY NAME] desires to develop a comprehensive merchandising system (the \"[YOUR COMPANY NAME] Merchandising System\"), the essence of which is the overall uniformity of identification, design and merchandising of retail stores carrying on business under the name [YOUR COMPANY NAME] Stores; and WHEREAS the Merchandiser acknowledges that the success of the [YOUR COMPANY NAME] Merchandising System is dependant upon the commitment of the Merchandiser to devote its attentions to the operations and affairs of the [YOUR COMPANY NAME] Stores; WHEREAS the Merchandiser desires to enter into this Agreement to use the [YOUR COMPANY NAME] Merchandising System to operate the [YOUR COMPANY NAME] Stores at and from the stores located at: [ADDRESS] [ADDRESS] [ADDRESS] (the \"Business Premises\"); and WHEREAS the Merchandiser acknowledges (i) that the marketing and merchandising policies and procedures, and standards of merchandising, products quality and service prescribed by the [YOUR COMPANY NAME] Merchandising System, and the Merchandiser's adherence thereto and compliance therewith together constitute and are of the essence of this Agreement, in that such adherence and compliance, in conjunction with the Names and Marks, provides the basis for and is essential to the continuance of the existing valuable goodwill and public acceptance of the [YOUR COMPANY NAME] Merchandising System, and (ii) that in entering into this Agreement [YOUR COMPANY NAME] is acting expressly upon and in reliance on such acknowledgements by and of the Merchandiser to the extent that without such acknowledgements [YOUR COMPANY NAME] would not have entered into this Agreement; NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the premises and of the mutual covenants and agreements herein contained, the [YOUR COMPANY NAME] Stores convenants and agree as follows: 1. GRANT AND TERM 1.1 Subject to the terms and conditions of this Agreement and to the rights of termination set out in Article 10 and Article 17, [YOUR COMPANY NAME] hereby agrees with the Merchandiser that the Merchandiser shall have the right, license and privilege to adopt and use the [YOUR COMPANY NAME] Merchandising System in connection with the operation of the [YOUR COMPANY NAME] Stores at and only at the Business Premises; and subject to the approval of the Merchandiser as a user by the Registrar of Trade Marks, to adopt and use, but only in connection with the [YOUR COMPANY NAME] Stores and only at and from the Business Premises, the Names and Marks (which term shall include such other trade names, marks and logos as may be designated from time to time by [YOUR COMPANY NAME]); in the event that the Merchandiser is not approved by the Registrar of Trade Marks as a user of the Names and Marks, either party may terminate this Agreement. Pending recording of the Merchandiser as a registered user of the names and marks, use thereof shall be subject to the continuing approval of [YOUR COMPANY NAME]. 1.2 The Merchandiser hereby acknowledges that [YOUR COMPANY NAME] is in the course of developing a Merchandising and Marketing Manual and the Merchandiser hereby agrees to conduct the [YOUR COMPANY NAME] Stores under the [YOUR COMPANY NAME] Merchandising System in accordance with all of the provisions of this Agreement and as may be set forth from time to time in the Merchandising and Marketing Manual (as hereinafter defined). 2. GENERAL SERVICES TO BE RENDERED BY [YOUR COMPANY NAME] 2.1 [YOUR COMPANY NAME] shall provide initial advice, guidance and technical assistance to the Merchandiser to enable the Merchandiser to establish and operate the [YOUR COMPANY NAME] Stores in accordance with the [YOUR COMPANY NAME] Merchandising System, and [YOUR COMPANY NAME] shall periodically, and, at such other reasonable times as [YOUR COMPANY NAME] shall consider necessary or desirable, advise and consult with the Merchandiser in connection with the operation of the [YOUR COMPANY NAME] Stores. 2.2 [YOUR COMPANY NAME] shall make available to the Merchandiser all additional services, facilities, rights and privileges which [YOUR COMPANY NAME] makes generally available, and at prices charged by [YOUR COMPANY NAME] from time to time, to parties using the [YOUR COMPANY NAME] Merchandising System. 3. MERCHANDISING AND MARKETING MANUAL 3.1 [YOUR COMPANY NAME] shall provide the Merchandiser with the [YOUR COMPANY NAME] Merchandising and Marketing Manual (the \"Merchandising and Marketing Manual\") which shall be developed by [YOUR COMPANY NAME] for use by operators of [YOUR COMPANY NAME] Stores generally and which shall contain detailed information relating to the merchandising and marketing operations of the [YOUR COMPANY NAME] Stores, including such matters as merchandising and distribution techniques, advertising and personnel training practices. 3.2 The Merchandiser shall adopt and use exclusively, and shall adhere to and comply with the methods, procedures and policies from time to time established, amended and prescribed by [YOUR COMPANY NAME] and stated in the Merchandising and Marketing Manual. 3.3 The Merchandiser acknowledges that [YOUR COMPANY NAME] is the owner of all proprietary rights in and to the [YOUR COMPANY NAME] Merchandising System and the Merchandising and Marketing Manual, that the information revealed in the Merchandising and Marketing Manual, in its entirety, constitutes confidential trade secrets and that the Merchandiser shall have the right to use the Merchandising and Marketing Manual only pursuant to the terms and conditions of this Agreement. 3.4 Without the prior written consent of [YOUR COMPANY NAME], the Merchandiser shall not disclose the contents of the Merchandising and Marketing Manuel to any person, except to employees of the Merchandiser for purposes related solely to the operation of the [YOUR COMPANY NAME] Stores, nor shall they reprint or reproduce the Merchandising and Marketing Manual in whole or part for any purposes except in connection with instruction of such employees in the operation of the [YOUR COMPANY NAME] Stores. 3.5 The Merchandising and Marketing Manual, as adopted by [YOUR COMPANY NAME] and modified from time to time, and the policies contained therein are incorporated herein by reference. 4. ADVERTISING AND SIGNS 4.1 The Merchandiser acknowledges the advantages to the [YOUR COMPANY NAME] Stores of a centrally administered advertising and promotion policy. [YOUR COMPANY NAME] may, from time to time, engage the services of advertising specialists to formulate advertising programs for the [YOUR COMPANY NAME] Stores",null,"Merchandising and Marketing Agreement","10",80,"doc","https://templates.business-in-a-box.com/imgs/1000px/merchandising-and-marketing-agreement-D1247.png","https://templates.business-in-a-box.com/imgs/250px/1247.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1247.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & Marketing","/templates/sales-marketing/",{"label":20,"url":21},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","merchandising marketing agreement","Merchandising and Marketing Agreement Template","https://templates.business-in-a-box.com/imgs/400px/1247.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[38,42,46,50,54,58,62,66,70,75,79,83,87,105,122,135,151,166],{"label":39,"url":40,"thumb":41,"extension":10},"Marketing Agreement","/template/marketing-agreement-D12796","https://templates.business-in-a-box.com/imgs/250px/12796.png",{"label":43,"url":44,"thumb":45,"extension":10},"Affiliate Marketing Agreement","/template/affiliate-marketing-agreement-D12787","https://templates.business-in-a-box.com/imgs/250px/12787.png",{"label":47,"url":48,"thumb":49,"extension":10},"Influencer Marketing Agreement","/template/influencer-marketing-agreement-D12851","https://templates.business-in-a-box.com/imgs/250px/12851.png",{"label":51,"url":52,"thumb":53,"extension":10},"Marketing Agency Agreement","/template/marketing-agency-agreement-D12852","https://templates.business-in-a-box.com/imgs/250px/12852.png",{"label":55,"url":56,"thumb":57,"extension":10},"Marketing Consulting Agreement","/template/marketing-consulting-agreement-D14009","https://templates.business-in-a-box.com/imgs/250px/14009.png",{"label":59,"url":60,"thumb":61,"extension":10},"Checklist Drafting Merchandising License Agreements","/template/checklist-drafting-merchandising-license-agreements-D5217","https://templates.business-in-a-box.com/imgs/250px/5217.png",{"label":63,"url":64,"thumb":65,"extension":10},"Social Media Marketing Agency Agreement","/template/social-media-marketing-agency-agreement-D14058","https://templates.business-in-a-box.com/imgs/250px/14058.png",{"label":67,"url":68,"thumb":69,"extension":10},"Sales and Marketing Policy","/template/sales-and-marketing-policy-D13770","https://templates.business-in-a-box.com/imgs/250px/13770.png",{"label":71,"url":72,"thumb":73,"extension":74},"Marketing Budget","/template/marketing-budget-D13845","https://templates.business-in-a-box.com/imgs/250px/13845.png","xls",{"label":76,"url":77,"thumb":78,"extension":10},"Marketing Brief","/template/marketing-brief-D13726","https://templates.business-in-a-box.com/imgs/250px/13726.png",{"label":80,"url":81,"thumb":82,"extension":10},"Marketing Plan","/template/marketing-plan-D1366","https://templates.business-in-a-box.com/imgs/250px/1366.png",{"label":84,"url":85,"thumb":86,"extension":74},"Rating Marketing Media","/template/rating-marketing-media-D1368","https://templates.business-in-a-box.com/imgs/250px/1368.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":103,"url":104},"CO-BRANDING AGREEMENT This Co-Branding Agreement (the \"Agreement\") is made and effective the [Date] BETWEEN: [YOUR COMPANY NAME] (the \"Online Business\"), 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: [STRATEGIC PARTNER NAME] (the \"Strategic Partner \"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: RECITALS The Online Business is in the business of offering products and services as described in Exhibit \"A\" through it's online site on the World Wide Web which is located at [insert address] (the \"Business Services\"). Strategic Partner is in the business of offering products and service to the general public and does not currently have a presence on the World Wide Web that enables customers to purchase its products and services online. The parties wish to enter into a mutually beneficial business relationship whereby Strategic Partner's customers can have access to the online Business Services provided by the Online Business through the creation of a co-branded Internet Site (the \"Co-Branded Site\") to be located on the server currently utilized by the Online Business in connection with it's current Website. The parties wish to agree upon and register a unique Internet domain name for the location of the Co-Branded Site. NOW, THEREFORE, for good and valuable consideration, including the mutual promises and agreement set forth herein, the parties hereby agree as follows: CREATION OF CO-BRANDED SITE The Online Business shall be responsible for the development of a version of the Online Business' current Website which is co-branded and contains reference to both the Online Business and the Strategic Partner. The Co-Branded Site shall prominently display the identification of affiliation with the Strategic Partner including the prominent display of the logo and trademark of the Strategic Partner. The Co-Branded Site shall be functionally equivalent to the Online Business' current Website except it shall contain the co-branding aspects and features identified in this Agreement. Strategic Partner shall fully cooperate with the Online Business in the creation of the Co-Branded Site and shall promptly upon execution hereof deliver to the Online business graphical images and text files on Zip disc which shall include the Strategic Partner's logo in GIF or JPG format and any textual content necessary for the creation of the co-branding aspects of the Co-Branded Site. The Online Business shall use its reasonable efforts, with full cooperation from the Strategic Partner, to create the Co-Branded Site and have it fully functional online within [number] days following the effective date hereof. The parties agree that they shall register the domain name [insert address] for use in connection with the Co-Branded Site. Online business shall be responsible for registering such domain name. The parties acknowledge that they have mutually checked for availability of such domain name as of the effective date hereof and that such domain name is available. Promotion of Co-Branded Site The parties shall issue a joint press release announcing the affiliation created by this Agreement and the launching of the Co-Branded Site. Such press release shall be in mutually satisfactory form and content and shall be released through such services and agencies that are mutually agreed by the parties. The cost of the press release shall be equally shared by the parties. Strategic Partners represents, warrants, and agrees that it is in the mutual interest of both Strategic Partner and Online Business that Strategic Partner uses all efforts necessary to market and channel business through the Co-Branded Site. To that end, Strategic Partner shall use all reasonable commercial efforts to maximize the total number of Internet users who gain access to the Co-Branded Site. Strategic Partner shall assure that the Co-Branded site is listed in all available search engines and appears in the appropriate categories and shall make all reasonable efforts to maximize search engine result placement. Strategic Partner shall establish linking arrangements and banner advertising arrangements to promote the Co-Branded Site. Strategic Partner shall place prominent links to the co-Branded Site in any other internet sites that the Strategic Partner creates promoting its business and services. Strategic Partner agrees to promote the Co-Branded Site in connection with it's offline promotions and part of its normal advertising activities. Strategic Partner shall promote the co-Branded Site in all of its printed promotional materials, and television advertising it may place, at tradeshows and conventions, and through print and broadcast new media. Strategic Partner further agrees to promote the Co-Branded Site through its existing customer base through an Email newsletter and through direct mail promotions. Strategic Partner agrees to develop and maintain an Internet site promoting it's general services and to promote the Co-Branded Site on that site. Technical Support and Consultation By Online Business Online Business shall serve as Internet contact for users of the Co-Branded Site and shall provide technical assistance to users who direct Email technical questions relative to the Co-Branded Site. Online business shall use reasonable efforts to promptly respond to all such bona fide and reasonable user questions regarding the Co-Branded Site. Technical support need only be provided during Online businesses normal \"offline\" business hours. Online Business representatives shall be reasonably available via email to provide consultation to Strategic Partner relative to the Co-Branded Site. Proprietary Rights Online Business shall retain all right, title and interest in and to all of its trademarks, service marks, copyrights, patents, trade secrets and confidential information. Strategic Partner shall not gain any rights in and to the same by virtue of this Agreement or otherwise except as specifically provided in this Agreement and subject to all of the terms and conditions contained in this Agreement. Strategic Partner shall have a non-exclusive, worldwide license to use only such trademarks as are provided by the Inline Business for use in connection with the promotion of the Co-Branding Site. Such license shall only be for the period of this Agreement. Such materials shall only be used by the Strategic Partner in connection with the promotion of the Co-Branded Site and shall only be used in the form that is delivered to Strategic Partner by the Online Business. All advertising and promotional materials that integrate the trademarks of the Online Business shall first be presented to the Online business for review and approval in its discretion. Strategic Partner shall retain all right, title and interest in and to all of its trademarks, service marks, copyrights, patents, trade secrets and confidential information. Online Business shall not gain any rights in and to the same by virtue of this Agreement or otherwise except as specifically provided in this Agreement and subject to all of the terms and conditions contained in this Agreement. Online Business shall have a non-exclusive, worldwide license to use only such trademarks as are provided by the Strategic Partner for use in connection with the promotion of the Co-Branding Site. Such license shall only be for the period of this Agreement. Such materials shall only be used by the Online Business in connection with the promotion of the Co-Branded Site and shall only be used in the form that is delivered to Online Business by the Strategic Partner","Co-Branding Agreement","8",82,"https://templates.business-in-a-box.com/imgs/1000px/co-branding-agreement-D746.png","https://templates.business-in-a-box.com/imgs/250px/746.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#746.xml",{"title":6,"description":6},[97,100],{"label":98,"url":99},"Software & Technology","software-technology-business",{"label":101,"url":102},"Advertising","advertising","co branding agreement","/template/co-branding-agreement-D746",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":109,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":115,"keywords":114,"url":121},"INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [LICENSOR'S NAME], (\"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: [LICENSEE'S NAME], (\"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] PURPOSE OF THE AGREEMENT The Licensor, the owner of certain intellectual property rights, agrees to grant the Licensee a license to use, and, if applicable, modify, the intellectual property as described herein. DEFINITIONS 2.1 Intellectual Property: The intellectual property licensed under this Agreement, including but not limited to patents, copyrights, trademarks, trade secrets, and any related rights. GRANT OF LICENSE 3.1 The Licensor grants the Licensee a [Non-Exclusive/Exclusive] license to use the intellectual property, as described in Exhibit A attached hereto. 3.2 The Licensee is permitted to use the intellectual property for the purpose outlined in Exhibit A, and for the duration of this Agreement. LICENSE FEE 4.1 In consideration for the license granted herein, the Licensee shall pay the Licensor a license fee as specified in Exhibit A. 4","Intellectual Property License Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-license-agreement-D13718.png","https://templates.business-in-a-box.com/imgs/250px/13718.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13718.xml",{"title":114,"description":6},"intellectual property license agreement",[116,118],{"label":32,"url":117},"business-legal-agreements",{"label":119,"url":120},"License Agreements","license-agreement","/template/intellectual-property-license-agreement-D13718",{"description":123,"descriptionCustom":6,"label":124,"pages":125,"size":109,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":131,"keywords":130,"url":134},"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","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":130,"description":6},"distribution agreement",[132,133],{"label":32,"url":117},{"label":32,"url":117},"/template/distribution-agreement-D12544",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":144,"keywords":149,"url":150},"SALES AGENCY AGREEMENT This Sales Agency Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Principal\"), 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: [AGENT NAME] (the \"Agent\"), 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] NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows: RECITALS Principal is a manufacturer of [product] and desires to appoint Agent as general sales Agent for the sale of Principal's product [if appropriate, add: and other regular-line products and accessories of Principal] in the following territory: [describe territory]. Agent desires to accept such appointment and to perform all the provisions of this agreement. DURATION The term of the agency created shall be [period of time], beginning [date], unless sooner terminated. AGENT'S BEST EFFORTS Agent agrees to devote Agent's whole time and best efforts to the business of Principal in the described territory under the direction of Principal's officers or representatives, and to conform to the best of Agent's ability with the rules, regulations and instructions of Principal now in force or that may be adopted and mailed to Agent's address. Agent shall employ salespersons to assist Agent, on such terms and conditions as Principal may require, as set forth in this agreement. NONDISCLOSURE OF PRINCIPAL'S AFFAIRS Agent agrees to keep confidential such information as Principal may from time to time impart to Agent regarding Principal's business affairs and customers. Agent will not, in whole or in part, now or at any time, disclose such information. ASSIGNMENT OF AGENT'S INVENTIONS Agent agrees, in view of the confidential information regarding Principal's business affairs, plans and necessities, that Agent will be in a position to obtain from time to time, and in partial consideration of the commissions agreed to be paid to Agent under this agreement, that Agent, on demand, will assign to Principal, or Principal's successors or assigns, any inventions or improvements Agent may make during the agency with Principal that relate to Principal's product. Agent also will sign any papers and do any acts that may be needed to secure to Principal, or Principal's successors or assigns, any rights relating to such inventions and improvements, including patents in [COUNTRY] and foreign countries. COMMISSIONS Agent, during the term of the agreement, shall receive a commission from the sale of Principal's product [if appropriate, add: and other regular-line products and accessories] sold for use in Agent's territory, whether sold by Agent or by Principal, or others, except as provided in this agreement. Agent's commission on sales made pursuant to this agreement shall be as follows: [DESCRIBE]. SALES SUBJECT TO COMMISSIONS This agreement shall apply to business procured at the time of visits to Agent's territory by Principal's superintendent, and also to all business subsequently procured either by Agent, Principal's superintendent or other representative of Principal, from customers previously worked within [NUMBER] months from the date of the latest visit of Principal's superintendent or other representative. WHEN COMMISSIONS ARE PAID Any commission to be received under this agreement shall not be credited to Agent's account on Principal's books until the purchaser has made settlement in full with Principal, either by cash or acceptable notes [SPECIFY] [if appropriate, add: and has delivered to Principal or an authorized Agent of Principal any returnable products]. If settlement is made wholly or in part by purchaser's notes, Principal may withhold payment of the commission in whole or in part until the notes are paid. Agent's account may be charged with the amount of any commission previously paid to Agent or credited to Agent's account for the unpaid part of the purchase price of [product], or the unpaid part of any note given in payment. When Principal repossesses a product, Agent shall receive commission only on the amount of money paid by purchaser prior to repossession. COMMISSIONS ON TRADE-INS Principal shall have the right to fix the amount to be allowed for products taken in exchange, and a commission will not be paid on the amount so allowed. SALES THROUGH OTHER SALES CHANNELS Agent waives any claim to a commission on any sales made in Agent's territory other than through Principal's offices or regular sales agencies when, in the opinion of Principal, the general conditions of the business in any part of the [COUNTRY] necessitate the sale of Principal's product through other sales channels. SALES IN OR FROM OTHER TERRITORIES Agent agrees not to enter the territory of any other Sales Agent of Principal for the purpose of selling Principal's product, or to endeavor, directly or indirectly, to make sales of Principal's product for use outside of Agent's territory. Should a purchaser call on Agent voluntarily and purchase Principal's product for use outside of Agent's territory, Agent shall receive commissions as follows: [DESCRIBE]. Agent further agrees that, when any other authorized sales Agent of Principal sells Principal's product for use in Agent's territory, Agent's account shall be credited with the regular commission, less the commission paid Agent making the sale. DISPUTES ON COMMISSIONS Principal shall have the right to determine, in any dispute arising between Agent and any other sales Agent of Principal, the right to commission on any sale, and Agent shall abide by and be bound by Principal's decision. LIMITATION ON COMMISSION CLAIMS Agent waives all claim for commission on sales of Principal's product, whether made by Agent or others, and all other claims of any nature whatever, if the claim is not made within [MONTHS] from the date of termination of this agreement. AGENT NOT TO SHARE COMMISSION Under no circumstances, without permission of Principal, may Agent give any part of Agent's commission to any assistant, local Agent or other person to assist Agent in making a sale. CONTENTS OF ORDERS All orders for Principal's product shall be taken on printed forms furnished by Principal, and all such orders shall be sent to Principal immediately after being signed by purchasers. The orders shall contain all conditions and agreements of every nature whatsoever between the parties to the sale, it being agreed that Principal shall not be responsible for promises or conditions not specified on the orders. Principal's product shall not be sold for more or less than the list price established by Principal. If Principal is compelled to make any concessions to customers or incur any expense by reason of a violation of these requirements, the amount of the expense may be charged to Agent's account. ACCEPTANCE OF ORDERS BY PRINCIPAL Orders taken by Agent shall not be binding until accepted by Principal. Principal reserves the right to reject any order when, in the judgment of Principal, the product ordered may not be suitable to the business of the customer. AGENT NOT TO COMPETE Agent, having agreed to devote Agent's whole time to Principal's business, shall not purchase or deal in [product] on Agent's own account in any way during the continuance of this agreement. Agent will not engage, directly or indirectly, either for Agent or as employee of any other party, in manufacturing, buying, selling or dealing in [product], in the territory described, for a period of [period of time], after the termination of the agency created by this agreement, without the written consent of Principal. REPAIRS AND MAINTENANCE OF PRODUCT","Sales Agency Agreement","7",64,"https://templates.business-in-a-box.com/imgs/1000px/sales-agency-agreement-D1254.png","https://templates.business-in-a-box.com/imgs/250px/1254.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1254.xml",{"title":6,"description":6},[145,147],{"label":17,"url":146},"sales-marketing",{"label":20,"url":148},"marketing-sales-contracts","sales agency agreement","/template/sales-agency-agreement-D1254",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":109,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":160,"keywords":159,"url":165},"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":159,"description":6},"non disclosure agreement nda",[161,162],{"label":32,"url":117},{"label":163,"url":164},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":167,"descriptionCustom":6,"label":168,"pages":90,"size":109,"extension":10,"preview":169,"thumb":170,"svgFrame":171,"seoMetadata":172,"parents":174,"keywords":173,"url":177},"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","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":173,"description":6},"software license agreement",[175,176],{"label":32,"url":117},{"label":119,"url":120},"/template/software-license-agreement-D12928",false,{"seo":180,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":253,"clauses":290,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":437,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":509,"classification":510},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Merchandising and Marketing Agreement Template | BIB","Free merchandising and marketing agreement template covering brand licensing, royalties, territory, IP rights, and termination.","merchandising and marketing agreement template",[185,186,187,188,189,190,191],"merchandising agreement template","brand licensing agreement template","merchandising license agreement","product licensing agreement template","royalty agreement template","co-marketing agreement template","brand merchandise contract template",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":178},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Merchandising and Marketing Agreement is a legally binding contract between a licensor (the brand or IP owner) and a licensee (the manufacturer or distributor) that governs the right to produce, sell, and market branded merchandise. This free Word download covers royalty rates, territory, approved product categories, quality control, IP usage, and termination in a single structured document you can edit online and export as PDF.\n","Use it when a brand owner grants a third party the right to manufacture or sell merchandise bearing the brand's name, logo, characters, or other IP — whether for retail, events, e-commerce, or co-branded campaigns. It is also used when two businesses align on joint marketing initiatives tied to branded product sales.\n","Grant of rights and territory, approved product categories and SKUs, royalty rate and minimum guarantees, quality control and approval procedures, IP ownership and usage restrictions, marketing obligations, reporting and audit rights, indemnification, and termination conditions.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Brand owners and licensors","Granting a manufacturer the right to produce and sell branded merchandise","persona-brand-owner",{"title":209,"use_case":210,"icon_asset_id":211},"Manufacturers and licensees","Securing a formal license to produce and distribute products bearing a third-party brand","persona-manufacturer",{"title":213,"use_case":214,"icon_asset_id":215},"Entertainment companies","Licensing characters, logos, or show IP to consumer product manufacturers","persona-entertainment-company",{"title":217,"use_case":218,"icon_asset_id":219},"Sports franchises and athletes","Licensing team or personal branding to apparel, accessories, and collectible producers","persona-sports-franchise",{"title":221,"use_case":222,"icon_asset_id":223},"E-commerce retailers","Formalizing a co-branded product line with a partner brand for online sales","persona-ecommerce-seller",{"title":225,"use_case":226,"icon_asset_id":227},"Marketing agencies","Managing branded merchandise campaigns on behalf of a client brand owner","persona-agency",[229,233,237,240,243,246,250],{"situation":230,"recommended_template":231,"slug":232},"Licensing a character or logo exclusively to a single manufacturer in one territory","Exclusive Merchandising License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":234,"recommended_template":235,"slug":236},"Allowing multiple licensees to sell branded products simultaneously","Non-Exclusive Merchandising Agreement","non-exclusive-distribution-agreement-D12744",{"situation":238,"recommended_template":89,"slug":239},"Two brands co-developing and jointly marketing a product line","co-branding-agreement-D746",{"situation":241,"recommended_template":107,"slug":242},"Granting broad IP usage rights beyond merchandise to media and promotions","intellectual-property-license-agreement-D13718",{"situation":244,"recommended_template":168,"slug":245},"Licensing software or digital products rather than physical merchandise","software-license-agreement-D12928",{"situation":247,"recommended_template":248,"slug":249},"Appointing an agent to sell branded merchandise on the licensor's behalf","Sales Agent Agreement","sales-agency-agreement-D1254",{"situation":251,"recommended_template":124,"slug":252},"Distributing branded products through a wholesale or retail network","distribution-agreement-D12544",[254,257,260,263,266,269,272,275,278,281,284,287],{"term":255,"definition":256},"Licensor","The party that owns the brand, trademark, or intellectual property and grants the right to use it for merchandise or marketing purposes.",{"term":258,"definition":259},"Licensee","The party that receives the right to manufacture, distribute, or market products using the licensor's IP in exchange for royalties or fees.",{"term":261,"definition":262},"Royalty Rate","The percentage of net sales or gross revenue the licensee pays to the licensor for each unit sold under the licensed brand.",{"term":264,"definition":265},"Minimum Guaranteed Royalty","A floor payment the licensee must remit regardless of actual sales — protecting the licensor against a licensee who fails to actively sell.",{"term":267,"definition":268},"Advance","An upfront payment made by the licensee against future earned royalties — recouped from royalty payments as sales are made.",{"term":270,"definition":271},"Territory","The specific geographic region — country, region, or worldwide — where the licensee is authorized to manufacture and sell the licensed merchandise.",{"term":273,"definition":274},"Approved Products","The specific product categories, SKUs, or item descriptions the licensor has approved for production and sale under the licensed brand.",{"term":276,"definition":277},"Quality Approval","The contractual process by which the licensor reviews and approves product samples, packaging, and marketing materials before the licensee may manufacture or sell.",{"term":279,"definition":280},"Sell-Off Period","A defined window of time after agreement termination during which the licensee may sell remaining licensed inventory to clear existing stock.",{"term":282,"definition":283},"Net Sales","Gross sales revenue minus returns, allowances, and applicable taxes — the base on which royalties are typically calculated.",{"term":285,"definition":286},"Audit Rights","The licensor's contractual right to inspect the licensee's sales records and financial statements to verify royalty calculations are accurate.",{"term":288,"definition":289},"Sublicense","A grant by the licensee to a third party of some or all of the rights originally received from the licensor — typically prohibited without express written consent.",[291,296,301,306,311,315,320,325,330,335],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Grant of Rights and Exclusivity","Defines precisely what rights are being licensed — manufacture, distribution, marketing — and whether the license is exclusive, non-exclusive, or sole within the defined territory.","Licensor hereby grants to Licensee a [exclusive / non-exclusive] license to manufacture, distribute, and sell the Approved Products bearing the Licensed Marks within the Territory during the Term. No sublicensing is permitted without Licensor's prior written consent.","Granting an 'exclusive' license without defining the specific product category or territory. An unconstrained exclusivity grant can block the licensor from any future deals in unrelated product lines or regions.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Approved Products and Licensed Marks","Lists the specific products the licensee may produce and the exact trademarks, logos, and creative assets they may use — with all other use explicitly prohibited.","The Approved Products are set out in Schedule A. Licensee may use only the Licensed Marks as defined in Schedule B. Any use of Licensor's IP not expressly listed in Schedule B requires prior written approval.","Leaving 'Approved Products' vague or defined only by a general category. Without an itemized list, the licensee can argue that any product in the category is implicitly approved.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Royalty Rate, Minimum Guarantee, and Advance","Sets the royalty percentage on net sales, any advance payment against future royalties, and the minimum guaranteed royalty payable per contract year regardless of sales performance.","Licensee shall pay Licensor a royalty of [X]% of Net Sales. Licensee guarantees minimum annual royalties of $[AMOUNT], against which an advance of $[AMOUNT] is payable upon execution. Royalties are due within [30] days of each calendar quarter end.","Setting a minimum guarantee without specifying whether the advance counts toward it. If left ambiguous, disputes arise about how much is actually owed after the advance is recouped.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Quality Control and Approval Procedure","Requires the licensee to submit samples, packaging, and marketing materials for licensor approval before production or distribution, and sets standards the products must meet throughout the term.","Licensee shall submit pre-production samples to Licensor for written approval before commencing manufacture. Licensor shall have [15] business days to approve or reject. Approved samples shall be retained as the quality standard for the Term.","No quality approval clause at all — or one with no timeline for licensor response. Without a deemed-approval provision, a licensor who goes silent can indefinitely stall the licensee's production schedule.",{"name":270,"plain_english":312,"sample_language":313,"common_mistake":314},"Specifies the geographic scope of the license — the countries, regions, or channels (e.g., online only) where the licensee may sell, and explicitly prohibits sales outside that scope.","The Territory is defined as [COUNTRIES / REGIONS]. Licensee shall not directly or indirectly sell, distribute, or market the Approved Products outside the Territory. Licensee shall promptly refer out-of-territory inquiries to Licensor.","Omitting online sales channels from the territory definition. An e-commerce channel with no geographic restriction effectively makes every license worldwide by default.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Marketing and Promotional Obligations","Sets minimum marketing spend commitments or promotional activity requirements the licensee must perform to actively develop the brand within the territory.","Licensee shall spend a minimum of $[AMOUNT] per contract year on marketing and promotion of the Approved Products within the Territory and shall submit a marketing plan to Licensor by [DATE] each year for approval.","Skipping marketing obligations entirely. Without a minimum spend commitment, a licensee who wins an exclusive grant can sit on the license and block competitors without investing in the brand.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Reporting and Audit Rights","Requires the licensee to submit quarterly royalty statements with sales data and gives the licensor the right to audit the licensee's books to verify accuracy.","Licensee shall deliver to Licensor within [30] days after each calendar quarter a written royalty statement showing Net Sales, royalties earned, and amounts remitted. Licensor may audit Licensee's books upon [15] days' written notice, no more than once per year. Underpayments of more than [5]% shall be subject to interest at [X]% per annum.","No audit right — or one that requires the licensor to pay audit costs even when an underpayment is discovered. Industry standard shifts audit costs to the licensee when underpayments exceed a defined threshold (typically 5%).",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Intellectual Property Ownership and Protection","Confirms that all IP remains the licensor's property, that the licensee acquires no ownership rights through use, and that the licensee must assist in protecting the IP against infringement.","Licensee acknowledges that all Licensed Marks and associated goodwill are the exclusive property of Licensor. Any goodwill generated by Licensee's use inures solely to Licensor. Licensee shall promptly notify Licensor of any known or suspected infringement of the Licensed Marks.","No clause requiring goodwill to inure to the licensor. In trademark law, goodwill built by the licensee can attach to the licensee rather than the brand owner if the agreement is silent.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Indemnification and Insurance","Requires each party to indemnify the other for claims arising from their own acts — the licensee for product liability and IP misuse; the licensor for IP ownership disputes — and requires the licensee to carry specified insurance.","Licensee shall indemnify, defend, and hold Licensor harmless from any claim arising out of Licensee's manufacture, marketing, or sale of the Approved Products. Licensee shall maintain commercial general liability insurance of no less than $[AMOUNT] per occurrence, naming Licensor as an additional insured.","One-sided indemnification that protects only the licensor. A licensee who suffers damages from a third-party claim that the licensor's IP infringes a prior trademark has no recourse without a reciprocal indemnity.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Term, Termination, and Sell-Off Period","States the initial contract term, renewal conditions, grounds for early termination (including termination for cause and termination for convenience), and the post-termination sell-off period for existing inventory.","This Agreement commences on [DATE] and continues for [X] years ('Initial Term'), renewable for successive [1]-year periods unless either party provides [90] days' written notice. Either party may terminate for material breach upon [30] days' written notice if uncured. Upon termination, Licensee has [90] days to sell existing inventory; thereafter all use of Licensed Marks must cease.","No sell-off period or one that is too short for practical inventory clearance. Licensees left with unsellable stock often dispute termination or continue unauthorized sales, triggering infringement claims.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify and describe both parties precisely","Enter the full legal entity names, registered addresses, and jurisdiction of formation for both licensor and licensee. Confirm whether the licensee is contracting directly or through a subsidiary.","Match the entity name to the trademark registration exactly — any discrepancy creates a gap in the IP chain that opposing counsel will exploit.",{"step":347,"title":348,"description":349,"tip":350},2,"Define the licensed marks and approved products in schedules","Populate Schedule A with a complete itemized list of approved product categories and specific SKUs. Populate Schedule B with every trademark, logo, and creative asset the licensee may use, including registration numbers where applicable.","Attach image files of each approved mark as exhibits — verbal descriptions alone lead to disputes over color, proportion, and variation.",{"step":352,"title":353,"description":354,"tip":355},3,"Set the royalty structure, advance, and minimum guarantee","Enter the royalty rate as a percentage of net sales, the advance amount payable at signing, and the minimum guaranteed royalty per contract year. Define 'net sales' explicitly in the definitions section.","Industry standard royalty rates range from 5–15% for apparel and accessories and 10–20% for entertainment character merchandise — anchor your rate to comparable deals in writing.",{"step":357,"title":358,"description":359,"tip":360},4,"Specify the territory and permitted channels","List every country or region covered. If the license is limited to specific retail channels (e.g., brick-and-mortar only, or named online platforms), state those restrictions explicitly.","Add a sentence requiring the licensee to include country-of-origin labeling and local regulatory disclosures for each territory — this protects both parties from customs and consumer protection liability.",{"step":362,"title":363,"description":364,"tip":365},5,"Draft the quality control and approval timeline","State the sample submission stages (pre-production, production sample, final packaging), the licensor's review period in business days, and the consequences of exceeding that period — typically deemed approval after a defined window.","A 10–15 business day review window is standard. Shorter windows favor the licensee; longer windows favor the licensor but slow time-to-market.",{"step":367,"title":368,"description":369,"tip":370},6,"Set marketing obligations and minimum spend","Include a minimum annual marketing spend commitment and require the licensee to submit a written marketing plan each year. Specify whether spend on trade shows, digital ads, and PR all qualify.","Tie the minimum spend to a percentage of net sales (e.g., 3–5%) rather than a fixed dollar amount so it scales with the business.",{"step":372,"title":373,"description":374,"tip":375},7,"Confirm reporting, audit, and payment mechanics","State the royalty reporting frequency (quarterly is standard), the payment due date after each period, the currency, and the audit rights provisions including cost-shifting for significant underpayments.","Specify that royalty statements must include gross sales, deduction itemization, and net sales calculation — a bare payment without a statement is unauditable.",{"step":377,"title":378,"description":379,"tip":380},8,"Set the term, renewal, and sell-off conditions","Enter the initial term length, renewal mechanics, notice periods for non-renewal and for-cause termination, and the post-termination sell-off window. Confirm what happens to approved inventory versus works in progress at termination.","A 90-day sell-off period is standard for most merchandise categories. For seasonal products (holiday, back-to-school), consider extending to 180 days to avoid forcing sales in an off-season.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Granting exclusivity without product-category or territory limits","An unlimited exclusivity grant can prevent the licensor from licensing the same brand to any other party for any product worldwide — blocking future revenue streams entirely.","Always tie exclusivity to a specific, enumerated product category and a defined geographic territory. State explicitly that exclusivity does not extend beyond those boundaries.",{"mistake":387,"why_it_matters":388,"fix":389},"No minimum guaranteed royalty","Without a minimum guarantee, an exclusive licensee can sit on the license, generate no sales, pay no royalties, and effectively lock out competitors at no cost.","Set a minimum annual royalty that reflects the commercial value of the exclusivity granted. Include a right to terminate or convert to non-exclusive if the minimum is not met in any contract year.",{"mistake":391,"why_it_matters":392,"fix":393},"Omitting a quality control approval clause","Without approval rights, the licensee can produce merchandise that damages the licensor's brand — and the licensor has no contractual basis to stop it short of termination.","Include a multi-stage approval process covering pre-production samples, packaging, and marketing materials, with a deemed-approval timeline to prevent indefinite delays.",{"mistake":395,"why_it_matters":396,"fix":397},"Failing to address online and cross-border sales","A territory limited to 'France' with no e-commerce carve-out allows the licensee to sell worldwide via a French website, undermining licenses granted in other territories.","Define territory to include specific permitted online channels or platforms, and add a geo-blocking or IP-address restriction obligation for digital sales.",{"mistake":399,"why_it_matters":400,"fix":401},"No reciprocal indemnification from the licensor","If a third party successfully claims the licensed trademark was already infringing their prior rights, the licensee faces product withdrawal and damages with no contractual recourse against the licensor who represented clean ownership.","Include a licensor warranty of IP ownership and a reciprocal indemnification covering third-party IP infringement claims arising from the licensed marks themselves.",{"mistake":403,"why_it_matters":404,"fix":405},"Omitting goodwill assignment to the licensor","Trademark goodwill built through the licensee's use can legally attach to the licensee rather than the brand owner if the agreement is silent — potentially weakening the licensor's trademark registration.","Include an express clause stating that all goodwill arising from use of the Licensed Marks inures exclusively to the licensor and that the licensee acquires no ownership interest through use.",[407,410,413,416,419,422,425,428,431,434],{"question":408,"answer":409},"What is a merchandising and marketing agreement?","A merchandising and marketing agreement is a legally binding contract between a brand or IP owner (licensor) and a manufacturer or retailer (licensee) that defines the terms under which the licensee may produce, sell, and market branded products. It covers royalty rates, approved product categories, territory, quality control procedures, IP usage restrictions, reporting obligations, and termination. Without it, there is no enforceable framework governing how a brand's name or image can be used on commercial products.\n",{"question":411,"answer":412},"What is the difference between a merchandising agreement and a license agreement?","A merchandising agreement is a type of license agreement specifically focused on the commercial production and sale of branded physical products. A general IP license agreement may cover software, patents, publishing rights, or media — not just merchandise. All merchandising agreements are license agreements, but not all license agreements are merchandising agreements. The merchandising-specific version includes product approval, quality control, minimum royalty guarantees, and sell-off provisions that are not typically found in a software or patent license.\n",{"question":414,"answer":415},"What royalty rate is standard for a merchandising agreement?","Royalty rates typically range from 5–15% of net sales for apparel, accessories, and consumer goods. Entertainment character licensing (TV, film, sports) often commands 10–20% due to the brand recognition premium. Rates depend on the strength of the brand, the exclusivity granted, the territory size, and the competitive landscape. A minimum guaranteed royalty — typically the equivalent of projected first-year royalties — is standard alongside the percentage rate.\n",{"question":417,"answer":418},"Does a merchandising agreement need to be exclusive?","Not necessarily. Exclusive licenses grant the licensee the sole right to sell in a category and territory and typically command higher royalty advances or minimums. Non-exclusive licenses allow the licensor to grant the same rights to multiple parties simultaneously. The decision depends on the licensee's distribution capability, the licensor's desire to maximize market coverage, and the revenue trade-off between a premium exclusive deal and multiple non-exclusive royalty streams.\n",{"question":420,"answer":421},"What quality control rights should a licensor include?","A licensor should require approval at three stages: pre-production samples (material and design), production samples (finished product), and marketing materials (packaging, advertising, promotional content). Each stage should include a defined review period — typically 10–15 business days — with a deemed-approval provision if the licensor fails to respond within that window. The licensor should also retain the right to conduct periodic market inspections of products in distribution.\n",{"question":423,"answer":424},"What happens to inventory when a merchandising agreement is terminated?","Most agreements include a sell-off period — typically 60 to 180 days after termination — during which the licensee may sell existing finished inventory through normal channels while continuing to pay royalties on those sales. After the sell-off period expires, all use of the licensed marks must cease and remaining inventory must be destroyed or returned. Works in progress at termination are typically subject to negotiation or immediate cessation, depending on the agreement's terms.\n",{"question":426,"answer":427},"Is a minimum guaranteed royalty the same as an advance?","No. An advance is an upfront payment made at signing against future earned royalties — it is recouped as the licensee generates sales. A minimum guaranteed royalty is a floor payment due each contract year regardless of whether sufficient sales are generated to earn that amount. If actual earned royalties exceed the minimum, only the earned amount is due. If actual royalties fall short, the licensee pays the minimum anyway. The advance often equals the first year's minimum guarantee.\n",{"question":429,"answer":430},"Can the licensee sublicense the rights to a third party?","Generally no, unless expressly permitted in the agreement. Most merchandising agreements prohibit sublicensing without prior written consent from the licensor, because sublicensees introduce new parties the licensor has not vetted for quality, financial standing, or brand compatibility. If sublicensing is permitted, the agreement should require that any sublicense contain the same quality control and IP protection obligations as the master agreement, with the licensee remaining liable for the sublicensee's compliance.\n",{"question":432,"answer":433},"What law governs a merchandising agreement?","Governing law is typically chosen by the parties in the agreement and usually reflects the licensor's home jurisdiction — since it is the licensor's IP at stake. In international deals, parties often choose a neutral jurisdiction or the location where the principal product category is regulated. In the US, trademark and contract law vary by state; California and New York are the most commonly chosen. Always pair the governing law clause with a dispute resolution mechanism — arbitration or specified courts — to avoid parallel proceedings in multiple jurisdictions.\n",{"question":435,"answer":436},"Do I need a lawyer to draft a merchandising and marketing agreement?","For straightforward domestic licensing arrangements with a single licensee, a well-structured template is a practical starting point. Legal review is strongly recommended when the deal involves significant advances or minimum guarantees (over $25,000), cross-border territory, entertainment or celebrity IP, or complex royalty structures. The cost of a 2–4 hour lawyer review ($600–$1,500) is small relative to the exposure created by ambiguous royalty language or an overbroad exclusivity grant.\n",[438,442,446,450],{"industry":439,"icon_asset_id":440,"specifics":441},"Entertainment and Media","industry-entertainment","Film studios, TV networks, and gaming companies license characters and logos to toy, apparel, and collectible manufacturers — with tiered royalty rates tied to box office or viewership performance benchmarks.",{"industry":443,"icon_asset_id":444,"specifics":445},"Sports and Athletics","industry-sports","Franchises, leagues, and individual athletes grant licenses for jerseys, equipment, and memorabilia, with strict quality control over official versus unofficial product tiers and territory restrictions by broadcast region.",{"industry":447,"icon_asset_id":448,"specifics":449},"Fashion and Apparel","industry-fashion","Designer brands license their marks to diffusion-line manufacturers, with detailed brand identity standards, approved colorways, and channel restrictions separating premium retail from mass-market distribution.",{"industry":451,"icon_asset_id":452,"specifics":453},"Consumer Packaged Goods","industry-retail","FMCG brands use merchandising agreements for co-branded product launches, promotional tie-ins, and licensed extension categories, requiring sell-through reporting and coordinated marketing calendar alignment.",[455,458,461,464],{"vs":89,"vs_template_id":456,"summary":457},"co-branding-agreement-D13553","A co-branding agreement covers joint marketing and product development between two brands of roughly equal standing — neither licenses its IP to the other; both contribute brand equity to a shared product. A merchandising and marketing agreement creates a clear licensor-licensee hierarchy where one party owns the IP and the other pays royalties for the right to use it. Use a co-branding agreement when both brands appear as equals on the product; use a merchandising agreement when one brand is the primary draw.",{"vs":124,"vs_template_id":459,"summary":460},"distribution-agreement-D156","A distribution agreement governs the resale of finished goods a distributor purchases outright from the manufacturer — there is no IP licensing and typically no royalty. A merchandising agreement licenses the right to produce and sell goods bearing the licensor's brand, with ongoing royalty obligations tied to sales. If a retailer is buying finished branded product at wholesale, use a distribution agreement. If a manufacturer is producing new products using your brand and paying you a cut of each sale, use a merchandising agreement.",{"vs":107,"vs_template_id":462,"summary":463},"intellectual-property-ip-license-agreement-D13419","A general IP license agreement covers any category of intellectual property — patents, software, trade secrets, publishing rights — and is not tailored to physical product manufacturing. A merchandising agreement is a specialized IP license built around product approvals, royalty-on-sales structures, sell-off periods, and quality control procedures specific to branded merchandise. Use the general IP license for technology, content, or process licensing; use the merchandising agreement when branded physical products are being manufactured and sold.",{"vs":248,"vs_template_id":465,"summary":466},"sales-agent-agreement-D12706","A sales agent agreement engages an individual or company to sell products on the licensor's behalf for a commission — the agent never owns the goods or the IP rights. A merchandising agreement grants the licensee independent rights to manufacture and sell products bearing the brand. The key distinction is control and ownership: the licensor controls an agent's sales activities, while a licensee operates independently within the contracted parameters.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Domestic single-territory licenses with advances under $25,000 and straightforward royalty structures","Free","1–2 hours",{"best_for":473,"cost":474,"time":475},"Multi-territory deals, entertainment or celebrity IP, minimum guarantees over $25,000, or complex product categories","$600–$1,500","3–5 days",{"best_for":477,"cost":478,"time":479},"Major brand licensing programs, cross-border deals with multiple licensees, publicly traded or institutionally backed brands","$3,000–$10,000+","2–4 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Merchandising agreements are governed by state contract law and federal trademark law (Lanham Act). Trademark licensing without quality control constitutes a 'naked license' — a defect that can invalidate the trademark registration entirely under US law. State choice-of-law clauses are generally enforced; New York and California are the most commonly selected. The FTC's endorsement and testimonial guidelines may apply to influencer-driven merchandise campaigns.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Canadian trademark law (Trademarks Act) similarly requires the licensor to maintain quality control over licensed goods to preserve trademark validity. Agreements should specify whether Quebec's Consumer Protection Act applies to consumer-facing marketing activities. The Competition Act imposes restrictions on false or misleading representations in marketing materials. Royalty payments to foreign licensors may be subject to withholding tax under Canada's Income Tax Act.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","UK trademark licensing is governed by the Trade Marks Act 1994. A licensee may be recorded at the UK Intellectual Property Office as a registered user, which is advisable for exclusive licenses. Post-Brexit, EU trademark licenses no longer automatically extend to the UK — separate UK trademark rights and licensing provisions are required. Consumer contract regulations and the Consumer Rights Act 2015 may impose additional obligations on promotional marketing terms.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","EU Trade Mark (EUTM) licenses can be recorded with the European Union Intellectual Property Office (EUIPO) and automatically cover all member states. GDPR applies to any consumer data collected during merchandising campaigns — privacy notices and data processing provisions should be included or cross-referenced. Minimum resale price maintenance in distribution restrictions may conflict with EU competition law (Article 101 TFEU). Some member states — Germany and France notably — impose strict consumer protection requirements on promotional mechanics.",[239,242,252,249,502,245,503,504,505,506,507,508],"non-disclosure-agreement-nda-D12692","joint-venture-agreement-D889","manufacturing-agreement-D12795","trademark-license-agreement-D5230","sponsorship-agreement-D12549","affiliate-marketing-agreement-D12787","new-product-development-plan-D14014",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":117,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":521},"intellectual-property-and-licensing","agreement","general","all-stages",[516,517,518,519,520],"intellectual-property","merchandising-agreement","licensing","royalty-rates","brand-agreement",0.95,"\u003Ch2>What is a Merchandising and Marketing Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Merchandising and Marketing Agreement\u003C/strong> is a legally binding contract between an intellectual property owner (the licensor) and a manufacturer or retailer (the licensee) that grants the right to produce, sell, and promote branded merchandise — including apparel, accessories, collectibles, and consumer goods bearing the licensor's name, logo, characters, or other proprietary marks. The agreement defines the exact scope of that grant: which products may be made, in which territories they may be sold, how much the licensee pays in royalties, what quality standards must be met, and what happens when the relationship ends. It is the foundational document for any commercial arrangement where a brand's visual identity or IP appears on a third-party product.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed merchandising and marketing agreement, a licensor has no contractual basis to control how its brand appears on products, no mechanism to receive royalty payments, and no enforceable route to stop a licensee who produces off-brand or damaging merchandise. Under US trademark law, licensing a brand without documented quality control constitutes a "naked license" — a defect that courts have used to invalidate the underlying trademark registration entirely, wiping out years of brand-building. For the licensee, an unsigned or informal arrangement offers no protection against the licensor pulling rights mid-production, leaving a manufacturer with tooling costs and unsellable inventory. A clearly drafted agreement protects both parties: the licensor retains brand control and a guaranteed revenue floor; the licensee secures the certainty needed to invest in tooling, inventory, and marketing. This template gives you a professionally structured starting point that covers every material term — royalty mechanics, quality approval, territory, audit rights, and termination — so neither party is left exposed.\u003C/p>\n",1778773467547]