[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-trademark-license-agreement-for-software-D766":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":175,"customdescription":6,"mdFm":176,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"TRADEMARK LICENSE AGREEMENT This Trademark License Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), 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: [LICENSEE NAME] (the \"Licensee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS WHEREAS, simultaneously with this Agreement, the parties hereto have entered into a license agreement (the \"License Agreement \") whereby Licensor has granted Licensee an exclusive license to all existing versions of a software program known as \"The Software\" (the \"Product\") and all related documentation, if any, solely for and to the [IDENTIFY] Market (as defined herein); WHEREAS, Licensor is the owner of certain trademarks, including without limitation, any logos, designs, variations or translations thereof, identified on Schedule A (collectively, the \"Mark\") and the exclusive right to use and license the use thereof; WHEREAS, Licensee desires to use the Mark on the terms and conditions set forth in this Agreement in connection with its distribution of the Work; and WHEREAS, Licensee recognizes that the valuable reputation and goodwill attaching to the Mark is dependent for its preservation on the high quality standards prescribed and established by Licensor and, accordingly, Licensee is willing to comply with licensor's standards in order to obtain such quality and to cooperate with Licensor in preserving the reputation and goodwill attaching to the Mark; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows: License Licensor hereby grants to Licensee the non-exclusive worldwide right and license to use the Mark on or in connection with the Product for the [IDENTIFY] Market. \"[IDENTIFY] Market\" shall mean distribution to or through licensee's [IDENTIFY AND DESCRIBE]. Specifically excluded from the [IDENTIFY] Market are sales made through retail outlets, whether through computer specialty stores, book stores, stationery stores, chain stores, or other retail markets. Term This Agreement and the license granted hereunder shall commence on the date hereof and shall continue until terminated in accordance with the provisions of this Agreement. Royalties As compensation for the rights and license granted hereunder, Licensee shall pay directly to Licensor and any party identified on Schedule B hereto, at the times and in the manner hereinafter set forth in such Schedule B, royalties equal in amount to the percentages set forth therein (\"Royalties\"). The acceptance by Licensor or any party identified on Schedule B hereto of any tender of payment of any Royalties in an amount which is less than the total amount due (inclusive of interest, if any), shall not be deemed a waiver of such party's right to receive the balance (including interest). Trademarks Licensee hereby acknowledges Licensor's right, title and interest in and to the Mark and Licensor's exclusive right to use and license the use of the Mark and agrees not to claim any title to the Mark or any right to use the Mark except as permitted by this Agreement. Licensee shall prominently display the Mark on all versions of the Product and shall include all notices and legends with respect to Licensor's trademarks and trade names as are or may be required by applicable federal, state and local trademark laws or which may be reasonably requested by Licensor. Licensee shall at no time adopt or use, without Licensor's prior written consent, any variation of the Mark, including translations, or any mark likely to be similar to or confusing with the Mark. In the event that Licensor consents to any variation of the Mark, Licensee hereby agrees that Licensor shall own such new mark and shall, at its cost and expense, file and obtain in Licensor's name all United States and international trademark registrations. Licensor agrees to give Licensee reasonable assistance, including execution and delivery of all documents required by Licensee, in filing such applications for trademark registration. Licensee shall not contest or deny the validity or enforceability of the Mark or oppose or seek to cancel any registration thereof by Licensor, or aid or abet others in doing so, either during the term of this Agreement or at any time thereafter. Licensee agrees that it shall conduct the merchandising and sale of any version of the Product in a dignified manner, consistent with and enhancing the general reputation of the Mark and Licensor, and in accordance with good trademark practice. Any and all goodwill arising from licensee's use of the Mark shall insure solely to the benefit of Licensor, and neither during nor after the termination of this Agreement and the license granted hereunder shall Licensee assert any claim to the Mark or such goodwill. Licensee shall not take any action that could be detrimental to the goodwill associated with the Mark or with Licensor. Licensee shall, during the term of this Agreement and after termination hereof, execute such documents as Licensor may request from time to time to ensure that all right, title and interest in and to the Mark reside with Licensor. The provisions of this Section 4 shall survive any termination of this Agreement. Quality Standards Licensee shall furnish to Licensor prior to any use, for the approval of Licensor, copies of any version of the Product to be sold by Licensee using the Mark (the \"Samples\") and copies of formats of all advertising and promotional material on which the Mark appears (the \"Materials\"). Licensor shall have the right to approve or disapprove any or all Samples or Materials. Any Samples and/or Materials submitted to Licensor shall be deemed approved unless Licensor notifies Licensee to the contrary within [NUMBER] days after receipt of such Samples and/or Materials. Licensee shall not distribute, sell or advertise any version of the Product unless and until the Sample for such versions of the Product has been approved or deemed approved by Licensor pursuant to this Section 5. All versions of the Product developed, manufactured, distributed, sold, and advertised by Licensee shall conform to the Sample approved or deemed approved by Licensor. Licensee shall comply at all times at its sole expense with all applicable laws/regulations pertaining to the development, creation, promotion, sale, license or sublicense, and distribution of the Product. Credits The Product and all elements thereof shall be known as \"The [IDENTIFY] Software\" and the credits set forth in Schedule C hereto shall be placed on the title on the screen, the label on the diskettes, and in any manuals or other documentation relating to the Product. The display of the names of those being accorded credit as a developer as set forth in Schedule C hereto shall be equal in all respects in size and prominence. Any party being accorded credit as an original developer of the Product as set forth above shall have the right to remove its name at any time for any reason upon reasonable written notice to Licensee and such change in credit shall in no way affect any royalties to be paid to such party. Infringement Licensee shall notify Licensor promptly of any infringement or unauthorized use of the Mark by others of which Licensee becomes aware. Licensor shall have the sole right, at its expense, to bring any action on account of any such infringement or unauthorized use, and Licensee shall cooperate with Licensor, as Licensor may request, in connection with any such action brought by Licensor. Licensor shall retain any and all damages, settlement and/or compensation paid in connection with any such action brought by Licensor",null,"Trademark License Agreement For Software","10",72,"doc","https://templates.business-in-a-box.com/imgs/1000px/trademark-license-agreement_for-software-D766.png","https://templates.business-in-a-box.com/imgs/250px/766.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#766.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":20,"url":21},"Copyrights, Patents & Trademarks","/templates/copyrights-patent-trademark/","trademark license agreement for software","Trademark License Agreement For Software Template","https://templates.business-in-a-box.com/imgs/400px/766.png","https://templates.business-in-a-box.com/imgs/600px/766.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,119,133,149,162],{"label":40,"url":41,"thumb":42,"extension":10},"Trademark License Agreement","/template/trademark-license-agreement-D5230","https://templates.business-in-a-box.com/imgs/250px/5230.png",{"label":44,"url":45,"thumb":46,"extension":10},"Trademark License and Royalty Agreement","/template/trademark-license-and-royalty-agreement-D970","https://templates.business-in-a-box.com/imgs/250px/970.png",{"label":48,"url":49,"thumb":50,"extension":10},"Trademark License","/template/trademark-license-D973","https://templates.business-in-a-box.com/imgs/250px/973.png",{"label":52,"url":53,"thumb":54,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":56,"url":57,"thumb":58,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":60,"url":61,"thumb":62,"extension":10},"Trademark Licensing Agreement","/template/trademark-licensing-agreement-D13458","https://templates.business-in-a-box.com/imgs/250px/13458.png",{"label":64,"url":65,"thumb":66,"extension":10},"Software Development and License Agreement","/template/software-development-and-license-agreement-D801","https://templates.business-in-a-box.com/imgs/250px/801.png",{"label":68,"url":69,"thumb":70,"extension":10},"Trial Software License Agreement","/template/trial-software-license-agreement-D815","https://templates.business-in-a-box.com/imgs/250px/815.png",{"label":72,"url":73,"thumb":74,"extension":10},"Licensee Oriented Software License Agreement","/template/licensee-oriented-software-license-agreement-D794","https://templates.business-in-a-box.com/imgs/250px/794.png",{"label":76,"url":77,"thumb":78,"extension":10},"Licensor Oriented Software License Agreement","/template/licensor-oriented-software-license-agreement-D795","https://templates.business-in-a-box.com/imgs/250px/795.png",{"label":80,"url":81,"thumb":82,"extension":10},"End-User Software License Agreement","/template/end-user-software-license-agreement-D791","https://templates.business-in-a-box.com/imgs/250px/791.png",{"label":84,"url":85,"thumb":86,"extension":10},"Vendor-Oriented Software License Agreement","/template/vendor-oriented-software-license-agreement-D816","https://templates.business-in-a-box.com/imgs/250px/816.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":103},"TECHNOLOGY LICENSING AGREEMENT This Technology License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF LICENSOR], (the \"Licensor\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF LICENSEE], (the \"Licensee\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Technology, the details of which are further mentioned in the Agreement, and it deploys that Technology to manufacture Equipment; WHEREAS, the Licensee wishes to make use of the Equipment constructed and manufactured by the Licensor in lieu of certain considerations and thus intends to obtain a license of use of such Equipment of the Licensor, manufactured by it, by deploying the Technology created and owned by the Licensor; WHEREAS, the Licensor has agreed to grant the Licensee the License to use the Equipment owned, constructed and developed by the Licensor in lieu of certain considerations. WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. PAYMENT ","Technology Licensing Agreement","6",513,"https://templates.business-in-a-box.com/imgs/1000px/technology-licensing-agreement-D13434.png","https://templates.business-in-a-box.com/imgs/250px/13434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13434.xml",{"title":96,"description":6},"technology licensing agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"License Agreements","license-agreement","/template/technology-licensing-agreement-D13434",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":117,"url":118},"TRADEMARK ASSIGNMENT This Trademark Assignment (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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 \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Assignor is recorded at the [COUNTRY] trade-marks Office as the registered owner of the trademarks described in Schedule A hereto (the \"Trademarks\") under application no. [TRADEMARK APPLICATION NUMBER] (the \"Application\"); WHEREAS the Assignor assigns, sells and transfers unto the Assignee all of the Assignor's rights, title and interest in and to the Trademarks and the Application; NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1","Trademark Assignment Short Form","3",40,"https://templates.business-in-a-box.com/imgs/1000px/trademark-assignment_short-form-D972.png","https://templates.business-in-a-box.com/imgs/250px/972.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#972.xml",{"title":6,"description":6},[114,115],{"label":33,"url":99},{"label":20,"url":116},"copyrights-patent-trademark","trademark assignment short form","/template/trademark-assignment-short-form-D972",{"description":120,"descriptionCustom":6,"label":121,"pages":107,"size":91,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":132},"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. 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NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[143,144],{"label":33,"url":99},{"label":145,"url":146},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":91,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":157,"url":161},"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":157,"description":6},"franchise agreement",[159,160],{"label":33,"url":99},{"label":33,"url":99},"/template/franchise-agreement-D879",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":91,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":174},"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":170,"description":6},"distribution agreement",[172,173],{"label":33,"url":99},{"label":33,"url":99},"/template/distribution-agreement-D12544",false,{"seo":177,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":251,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":458,"diy_vs_lawyer":472,"jurisdictions":485,"related_template_ids_curated":506,"schema":515,"classification":516},{"meta_title":178,"meta_description":179,"primary_keyword":22,"secondary_keywords":180},"Trademark License Agreement for Software Template (Free Word)","Free trademark license agreement template for software. Covers brand usage rights, royalties, quality control, and termination. Used in 190+ countries. Free Word and PDF download.",[181,182,183,184,185,186,187],"software trademark license agreement template","trademark license agreement template word","software brand licensing agreement","trademark license contract template","trademark usage rights agreement","software ip license agreement template","trademark royalty agreement template",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"A Trademark License Agreement for Software is a legally binding contract in which a trademark owner (licensor) grants a software company or developer (licensee) the right to use a registered or common-law trademark — such as a brand name, logo, or product name — in connection with specific software products or services. This free Word download lets you define usage scope, quality standards, royalty terms, and termination conditions in a single enforceable document you can edit online and export as PDF.\n","Use it when a software developer or distributor wants to market, rebrand, or white-label a product under another party's trademark, when a licensor wants to grant controlled brand rights to a software reseller or OEM partner, or when any software-related co-branding arrangement requires formal authorization and quality oversight.\n","Grant of license with defined scope and territory, quality control and approval requirements, royalty and payment terms, ownership and registration provisions, representations and warranties, termination rights, indemnification, and governing law.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Software publishers and ISVs","Licensing their brand to resellers or OEM partners distributing white-labeled software","persona-software-publisher",{"title":205,"use_case":206,"icon_asset_id":207},"SaaS founders","Authorizing a channel partner to market the platform under the founder's registered trademark","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Trademark owners entering software markets","Granting a developer the right to build software under an established brand name","persona-ip-owner",{"title":213,"use_case":214,"icon_asset_id":215},"Software distributors and resellers","Formalizing brand-usage rights before co-branding or white-labeling a software product","persona-reseller",{"title":217,"use_case":218,"icon_asset_id":219},"Corporate legal and IP teams","Standardizing outbound trademark licenses across multiple software partners","persona-legal-counsel",{"title":221,"use_case":222,"icon_asset_id":223},"Technology accelerators and incubators","Licensing a program brand to portfolio companies building software under the umbrella identity","persona-accelerator",[225,229,233,236,240,244,248],{"situation":226,"recommended_template":227,"slug":228},"Granting broad rights to use a trademark on any software product","Trademark License Agreement for Software (Non-Exclusive)","trademark-license-agreement-for-software-D766",{"situation":230,"recommended_template":231,"slug":232},"Granting one licensee exclusive rights in a defined territory or product category","Exclusive Trademark License Agreement","trademark-license-agreement-D5230",{"situation":234,"recommended_template":235,"slug":228},"Licensing both the trademark and the underlying software code together","Software License Agreement with Trademark Provisions",{"situation":237,"recommended_template":238,"slug":239},"Permitting a third-party developer to build and sell software using your brand","Technology License Agreement","technology-licensing-agreement-D13434",{"situation":241,"recommended_template":242,"slug":243},"Authorizing an affiliate to use a trademark for marketing purposes only","Trademark Assignment Agreement","trademark-assignment-short-form-D972",{"situation":245,"recommended_template":246,"slug":247},"Co-branding arrangement between two software companies","Co-Branding Agreement","co-branding-agreement-D746",{"situation":249,"recommended_template":151,"slug":250},"Franchising software along with brand rights to multiple operators","franchise-agreement-D879",[252,255,258,261,264,267,270,273,276,279,282,285],{"term":253,"definition":254},"Licensor","The trademark owner who grants permission to another party to use the mark under agreed conditions.",{"term":256,"definition":257},"Licensee","The party receiving the right to use the licensor's trademark, subject to the terms and restrictions in the agreement.",{"term":259,"definition":260},"Licensed Mark","The specific trademark — name, logo, or stylized identifier — that the agreement authorizes the licensee to use.",{"term":262,"definition":263},"Quality Control","Contractual standards the licensor imposes on the licensee's software and marketing materials to maintain consistent brand integrity.",{"term":265,"definition":266},"Naked License","A trademark license that lacks quality control provisions — courts can use this to invalidate the licensor's trademark registration entirely.",{"term":268,"definition":269},"Royalty","Periodic compensation paid by the licensee to the licensor, typically calculated as a percentage of net revenue attributable to the licensed mark.",{"term":271,"definition":272},"Field of Use","The specific software product category, platform, or application type within which the licensee is authorized to use the trademark.",{"term":274,"definition":275},"Territory","The geographic region or jurisdictions in which the licensee may exercise the trademark rights granted under the agreement.",{"term":277,"definition":278},"Sublicense","A right the licensee may or may not hold to grant further trademark usage rights to third parties, depending on what the agreement expressly permits.",{"term":280,"definition":281},"Goodwill","The commercial reputation and consumer recognition associated with a trademark; all goodwill generated by the licensee's use of the mark typically inures to the licensor.",{"term":283,"definition":284},"Inurement","The legal principle that any brand goodwill built by the licensee's use of the mark accrues to the trademark owner, not the licensee.",{"term":286,"definition":287},"Termination for Cause","The licensor's right to end the agreement immediately upon a material breach — such as unauthorized sublicensing, quality failures, or non-payment — without a notice period.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Grant of license","Defines what trademark rights are being granted, whether the license is exclusive or non-exclusive, and the field of use and territory covered.","[LICENSOR NAME] hereby grants to [LICENSEE NAME] a [non-exclusive / exclusive], non-transferable license to use the Licensed Mark solely in connection with [SOFTWARE PRODUCT NAME] within [TERRITORY] for the Term of this Agreement.","Omitting the field of use entirely, which can expose the licensor to claims that the licensee has unlimited rights across all software products and markets.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Quality control and approval","Sets the brand standards the licensee must meet and gives the licensor the right to review and approve software builds, marketing materials, and any other use of the mark before release.","Licensee shall ensure that all software products, packaging, and promotional materials bearing the Licensed Mark conform to the Quality Standards set out in Schedule A. Licensor reserves the right to inspect and approve all uses prior to commercial release.","Including a quality control clause without actually exercising oversight. Courts have found that a licensor who never enforces quality standards has effectively granted a naked license, putting the trademark registration at risk of cancellation.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Royalties and payment terms","States the royalty rate, the calculation base (e.g., net software revenue), payment frequency, and audit rights.","Licensee shall pay Licensor a royalty of [X]% of Net Software Revenue attributable to products bearing the Licensed Mark, payable within [30] days following the end of each calendar quarter, accompanied by a written royalty report.","Failing to define 'Net Revenue' precisely, leaving deductions for chargebacks, returns, and taxes ambiguous and leading to recurring payment disputes.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Ownership of the mark and goodwill","Confirms that the licensor retains full ownership of the trademark and that all goodwill generated by the licensee's use accrues to the licensor.","Licensee acknowledges that the Licensed Mark is the exclusive property of Licensor. All goodwill arising from Licensee's use of the Licensed Mark shall inure solely to the benefit of Licensor.","Omitting this clause entirely, which can create a basis for the licensee to later claim a proprietary interest in the mark based on the goodwill it helped build.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Permitted use and restrictions","Specifies exactly how the licensee may display the trademark — format, placement, sizing — and expressly prohibits unauthorized modifications or uses outside the defined scope.","Licensee shall use the Licensed Mark only in the form and manner specified in the Brand Guidelines attached as Schedule B. Licensee shall not alter, modify, or combine the Licensed Mark with any other mark without prior written consent of Licensor.","Referencing brand guidelines that don't yet exist or haven't been attached to the agreement, making the permitted-use clause unenforceable in practice.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Representations and warranties","Each party confirms key facts: the licensor warrants it owns the mark and has the right to license it; the licensee warrants its software will not infringe third-party rights.","Licensor represents and warrants that it owns the Licensed Mark and has the right to grant the license herein. Licensee represents and warrants that the Licensed Software does not infringe any third-party intellectual property rights.","Having the licensor warrant that the mark is registered everywhere the licensee operates — a guarantee that may be factually impossible and exposes the licensor to liability in jurisdictions where no registration exists.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Indemnification","Allocates risk between the parties: the licensor typically indemnifies the licensee against third-party trademark ownership challenges; the licensee indemnifies the licensor against claims arising from the licensee's software or conduct.","Each party ('Indemnifying Party') shall defend, indemnify, and hold harmless the other party from and against any third-party claims arising out of the Indemnifying Party's breach of this Agreement or infringement of any third-party intellectual property right.","Using mutual indemnification language without caps on liability, leaving both parties exposed to unlimited damages from downstream infringement claims.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Term and termination","Sets the initial duration of the license, renewal conditions, notice periods for termination without cause, and grounds for immediate termination for cause.","This Agreement commences on [START DATE] and continues for [X] years unless earlier terminated. Either party may terminate without cause on [90] days' written notice. Licensor may terminate immediately upon written notice if Licensee materially breaches any quality control obligation.","No post-termination wind-down period for the licensee, which can leave the licensee unable to fulfill existing customer contracts and creates breach-of-contract exposure toward its own downstream customers.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Effect of termination","Governs what happens after the agreement ends — the licensee must stop using the mark, destroy or return branded materials, and confirm compliance in writing within a defined period.","Upon termination or expiration, Licensee shall immediately cease all use of the Licensed Mark, destroy or return all branded materials within [30] days, and provide Licensor with written certification of such destruction.","No certification or verification requirement, meaning the licensor has no way to confirm the licensee has actually stopped using the mark after the agreement ends.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation — and where.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved by binding arbitration before [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law jurisdiction with no connection to either party's operations, which can create enforcement difficulties and may be disregarded by a court applying local mandatory law.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify both parties with their full legal names","Enter the licensor's registered legal entity name and the licensee's registered legal entity name. Include state or country of incorporation for each party.","Verify the licensor's entity name against the trademark registration record — the name on the agreement must match the name on file with the trademark office.",{"step":346,"title":347,"description":348,"tip":349},2,"Define the licensed mark precisely","List the exact trademark — the word mark, logo, or both — and include the trademark registration number and jurisdiction if registered. Attach a specimen image of the mark as an exhibit.","If the mark is pending registration rather than registered, note the application serial number and include a clause addressing what happens if registration is refused.",{"step":351,"title":352,"description":353,"tip":354},3,"Specify the field of use and territory","State exactly which software product or product category the licensee may brand with the mark, and the geographic territory covered. Narrower is safer for the licensor.","For SaaS products, consider defining territory by where end-user customers are located rather than where the licensee is incorporated.",{"step":356,"title":357,"description":358,"tip":359},4,"Set royalty rates and payment mechanics","Enter the royalty percentage, the exact revenue base it applies to, payment frequency, and the due date for quarterly or monthly reports. Attach an audit-rights clause allowing the licensor to verify licensee revenue records.","Define all permitted deductions from gross revenue (returns, sales taxes, gateway fees) to avoid disputes over what 'net revenue' means.",{"step":361,"title":362,"description":363,"tip":364},5,"Attach quality standards as Schedule A","Draft specific, measurable quality standards covering software performance, support response times, security certifications, and brand compliance. Reference these standards in the body clause and attach them as Schedule A.","Vague quality standards — such as 'professional quality' — are unenforceable. Include at least three objective, measurable criteria such as uptime percentage, support SLA, and security compliance standard.",{"step":366,"title":367,"description":368,"tip":369},6,"Attach brand usage guidelines as Schedule B","Provide exact specifications for how the Licensed Mark may be displayed: minimum sizes, color codes, clear-space requirements, prohibited modifications, and approved co-branding pairings.","Send the licensee the brand guidelines file separately and reference a specific version date in Schedule B so updates require a formal amendment.",{"step":371,"title":372,"description":373,"tip":374},7,"Set the term, renewal, and termination provisions","State the initial license term (typically 1–3 years), auto-renewal conditions if any, notice period for termination without cause (typically 60–90 days), and the grounds for immediate termination for cause.","Include a cure period (typically 30 days) for non-material breaches before triggering termination — courts expect it and its absence can make termination look punitive.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before the licensee uses the mark","Both parties must sign — and the licensor must have a documented quality oversight process in place — before the licensee begins using the mark commercially.","A licensor who allows use of the mark before the agreement is signed and a quality control system is active risks a naked-license finding that could invalidate the trademark registration.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Granting a naked license with no quality control","A trademark license without genuine quality control gives courts grounds to declare the mark abandoned, potentially canceling the licensor's registration entirely and destroying the brand's legal protection.","Draft specific quality standards, attach them as a schedule, and implement a documented review process — at least annual audits and pre-release approvals — and keep records of every review.",{"mistake":386,"why_it_matters":387,"fix":388},"Leaving 'net revenue' undefined in the royalty clause","Without a precise definition, each party applies different deductions, leading to consistent payment shortfalls and disputes that are expensive to arbitrate.","Define net revenue explicitly: list every permitted deduction (returns, taxes, processing fees) and cap them. Provide a worked numerical example in a schedule if the calculation is complex.",{"mistake":390,"why_it_matters":391,"fix":392},"No post-termination wind-down period","Immediate cessation on termination can leave the licensee in breach of its own downstream software distribution contracts, creating third-party liability and turning a clean termination into contentious litigation.","Include a 30–90 day sell-off or transition period in which the licensee may fulfill existing customer commitments, with clear obligations to stop new sales and begin brand removal.",{"mistake":394,"why_it_matters":395,"fix":396},"Failing to address sublicensing rights explicitly","If the agreement is silent on sublicensing, the licensee may argue an implied right to sublicense the mark to its own distributors or white-label partners, creating unauthorized downstream brand usage the licensor cannot easily stop.","Include a clause that expressly prohibits sublicensing without the licensor's prior written consent, or defines the specific conditions under which sublicensing is permitted.",{"mistake":398,"why_it_matters":399,"fix":400},"Omitting audit rights for royalty verification","Without the right to audit the licensee's revenue records, the licensor has no way to verify that royalty reports are accurate, and underreporting may go undetected for years.","Include a clause granting the licensor the right to audit the licensee's relevant financial records at the licensor's expense, with the licensee bearing audit costs if a discrepancy exceeding 5% is found.",{"mistake":402,"why_it_matters":403,"fix":404},"No clause addressing trademark registration maintenance","If the licensor fails to renew the trademark registration during the license term, the licensee's rights may become legally uncertain mid-contract, creating disputes over whether royalties are still owed.","Add a covenant requiring the licensor to maintain the trademark registration in good standing during the term and notify the licensee promptly of any cancellation proceeding or renewal failure.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a trademark license agreement for software?","A trademark license agreement for software is a legally binding contract in which the owner of a trademark authorizes a software developer, publisher, or distributor to use that trademark in connection with specific software products. It defines the scope of permitted use, quality standards the licensee must meet, any royalties payable, and the conditions under which either party can end the arrangement. Without it, any use of another party's trademark in software products constitutes infringement.\n",{"question":410,"answer":411},"Why is quality control so important in a trademark license agreement?","Quality control is legally essential, not just commercially desirable. A trademark license that lacks genuine quality control can be declared a naked license by a court, which can invalidate the licensor's trademark registration entirely. This is because trademark law requires the owner to maintain control over the goods and services associated with the mark. Licensor should document every quality review, approval, and audit interaction with the licensee to demonstrate active oversight.\n",{"question":413,"answer":414},"Does a trademark license agreement need to address software-specific issues?","Yes. Generic trademark licenses do not address the realities of software distribution — version updates, cloud deployments, API integrations, and app store branding all create trademark usage scenarios that a standard agreement may not cover. A software-specific agreement should address how the mark appears in user interfaces, release notes, app store listings, API documentation, and co-branded integrations with third-party platforms.\n",{"question":416,"answer":417},"What is the difference between an exclusive and a non-exclusive trademark license?","An exclusive license grants the licensee the sole right to use the trademark in the defined field of use and territory — even the licensor may be restricted from using it in that scope. A non-exclusive license allows the licensor to grant the same rights to multiple licensees simultaneously. Exclusive licenses typically command higher royalties and carry greater risk for the licensor if the licensee underperforms.\n",{"question":419,"answer":420},"Are royalties required in a trademark license agreement?","Royalties are not legally required, but they are standard in most commercial trademark licenses. A license with no royalty — sometimes called a free or courtesy license — is permissible, though it should still include full quality control provisions to avoid a naked-license finding. Some co-branding arrangements operate on a revenue-share or flat-fee basis rather than a percentage royalty.\n",{"question":422,"answer":423},"What happens to the trademark license if the licensor's registration lapses?","If the licensor's trademark registration lapses during the license term, the licensee's contractual right to use the mark continues based on the agreement, but the licensor loses the statutory protections of registration — including the right to use registration symbols, the presumption of validity, and priority against later filers. The agreement should include a covenant requiring the licensor to maintain registration and a cure or termination mechanism if they fail to do so.\n",{"question":425,"answer":426},"Can the licensee sublicense the trademark to its own partners or distributors?","Only if the agreement expressly permits it. In most jurisdictions, sublicensing rights are not implied — they must be granted in writing. Licensor should be cautious about permitting sublicensing because each sublicensee must also be subject to quality control obligations, and the licensor is responsible for enforcing those standards across the entire chain. Consider requiring written consent for each sublicense and making the licensee contractually liable for its sublicensees' compliance.\n",{"question":428,"answer":429},"What governing law should I choose for a trademark license agreement?","Choose the jurisdiction where the licensor is incorporated or where the trademark is principally registered, particularly if you anticipate needing to enforce the agreement. In the US, Delaware is common for entities incorporated there; in the EU, English or German law is often selected for cross-border arrangements. Avoid choosing a jurisdiction with no connection to either party — courts may disregard an unconnected choice of law when applying mandatory local statutes.\n",{"question":431,"answer":432},"Do I need a lawyer to prepare a trademark license agreement for software?","For straightforward domestic licenses involving a single, registered trademark and a well-defined software product, a high-quality template is a reasonable starting point. Legal review is advisable when the license is exclusive, involves multiple territories, includes significant royalty flows, or covers a trademark central to the licensor's brand value. Cross- border agreements should always be reviewed by counsel familiar with trademark law in each relevant jurisdiction.\n",[434,438,442,446,450,454],{"industry":435,"icon_asset_id":436,"specifics":437},"SaaS and cloud software","industry-saas","Trademark provisions must address in-app branding, API documentation, app store listings, and update-by-update quality review cadences tied to release schedules.",{"industry":439,"icon_asset_id":440,"specifics":441},"Enterprise software and ERP","industry-software","OEM and reseller channel arrangements commonly require trademark licenses so VARs can co-brand customized builds; field-of-use restrictions by vertical or module are standard.",{"industry":443,"icon_asset_id":444,"specifics":445},"Gaming and interactive media","industry-gaming","Licensed marks appear in splash screens, in-game UI, and promotional trailers; quality control must cover visual fidelity standards and age-rating compliance across distribution platforms.",{"industry":447,"icon_asset_id":448,"specifics":449},"Fintech and payments","industry-fintech","Regulatory approval requirements and PCI DSS compliance standards must be incorporated into quality control schedules; sublicensing restrictions are critical given the sensitivity of co-branded financial products.",{"industry":451,"icon_asset_id":452,"specifics":453},"Healthcare technology","industry-healthtech","Quality control standards must align with HIPAA, FDA software guidance, and CE marking requirements; trademark usage in regulated medical software carries heightened liability if quality provisions are inadequate.",{"industry":455,"icon_asset_id":456,"specifics":457},"Professional services and consulting technology","industry-professional-services","White-label software arrangements for consulting firms commonly involve trademark licenses allowing the firm to resell the platform under its own brand alongside the original mark.",[459,462,465,468],{"vs":52,"vs_template_id":460,"summary":461},"software-license-agreement-D13503","A software license agreement grants rights to use the underlying code or application, not the brand. A trademark license agreement grants rights to the name and logo associated with the software. When both are needed — such as in a white-label arrangement — they should be executed as separate documents with cross-references, or combined into a single agreement with clearly distinguished IP provisions.",{"vs":238,"vs_template_id":463,"summary":464},"technology-license-agreement-D13532","A technology license agreement grants rights to use proprietary technology — algorithms, processes, or technical IP — which may or may not carry a trademark. A trademark license agreement is limited to brand identity rights. When a partner needs both the technology and the brand, use a technology license with a dedicated trademark addendum rather than stretching either template beyond its scope.",{"vs":242,"vs_template_id":466,"summary":467},"trademark-assignment-agreement-D13547","A trademark assignment permanently transfers ownership of the mark to the assignee — the original owner gives up all rights. A trademark license grants temporary, conditional usage rights while the licensor retains ownership. Use an assignment only when you intend to permanently transfer the brand; use a license when you want to retain ownership and control over how the mark is used.",{"vs":469,"vs_template_id":470,"summary":471},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information exchanged during negotiations and is typically signed before any trademark or IP license is granted. It does not create or govern trademark usage rights. Both documents are often needed together — the NDA covers pre-deal disclosures while the trademark license governs the ongoing commercial relationship.",{"use_template":473,"template_plus_review":477,"custom_drafted":481},{"best_for":474,"cost":475,"time":476},"Non-exclusive domestic licenses for a single registered trademark used on a defined software product","Free","30–60 minutes",{"best_for":478,"cost":479,"time":480},"Licenses involving significant royalty flows, multiple territories, or a trademark central to the licensor's brand","$500–$1,500 for a trademark attorney review","3–7 days",{"best_for":482,"cost":483,"time":484},"Exclusive licenses, cross-border arrangements, complex royalty structures, or high-value software brands with enforcement history","$2,000–$8,000+","2–4 weeks",[486,491,496,501],{"code":487,"name":488,"flag_asset_id":489,"note":490},"us","United States","flag-us","US trademark law under the Lanham Act requires genuine quality control to prevent a naked-license finding that could cancel the registration. Trademark rights are state-common-law in addition to federal registration, so field-of-use and territory clauses interact with both layers. Several states have mandatory provisions affecting franchise-like licensing arrangements; check whether state franchise disclosure laws apply if the license includes a business format component.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"ca","Canada","flag-ca","Under the Canadian Trademarks Act, licenses must be recorded with the Canadian Intellectual Property Office if the licensor wishes to maintain registration validity and preserve priority against third parties. Quality control obligations are similarly required to avoid naked-license invalidity. Quebec's Charter of the French Language requires French-language versions of consumer-facing software; ensure brand materials comply if the territory includes Quebec.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"uk","United Kingdom","flag-uk","UK trademark law permits both registered and unregistered trademark licenses; however, only licenses of registered marks benefit from statutory protections under the Trade Marks Act 1994. Licensees of registered marks should be recorded with the UKIPO to gain rights against third-party infringers. Post-Brexit, UK and EU trademark registrations are separate — a license covering the EU does not automatically extend to the UK.",{"code":502,"name":503,"flag_asset_id":504,"note":505},"eu","European Union","flag-eu","EU trademark licenses covering an EUTM (European Union Trade Mark) may be recorded with the EUIPO and can be exclusive or non-exclusive across all or part of the EU. GDPR compliance obligations apply where software collects personal data of EU users — the trademark license should not be the vehicle for data processing arrangements; use a separate data processing agreement. Member states retain national trademark systems alongside EUTM, so consider whether national marks also need to be licensed in key jurisdictions such as Germany or France.",[507,239,243,470,508,250,509,510,511,512,513,514],"software-license-agreement-D12928","intellectual-property-assignment-D5229","distribution-agreement-D12544","reseller-agreement-D5202","partnership-agreement-D12551","master-service-agreement-D12657","joint-venture-agreement-D889","cease-and-desist-letter-D12916",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":99,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[522,523,524,525,526],"intellectual-property","contract","trademark-license","software","licensing",0.95,"\u003Ch2>What is a Trademark License Agreement for Software?\u003C/h2>\n\u003Cp>A \u003Cstrong>Trademark License Agreement for Software\u003C/strong> is a legally binding contract in which a trademark owner (the licensor) grants a software company, developer, or distributor (the licensee) the right to use a specific trademark — a brand name, logo, or product identifier — in connection with defined software products or services. The agreement authorizes the use while preserving the licensor's ownership of the mark, imposing quality control standards the licensee must meet, and establishing royalty or fee arrangements. Unlike a software license, which governs rights to use underlying code, this agreement governs brand identity rights — controlling how the mark is displayed, in which products, and in which markets.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Permitting any party to use your trademark on software without a written agreement exposes you to a loss of the trademark itself. Courts in the United States, Canada, and other common-law jurisdictions have consistently found that a licensor who fails to document quality control obligations — and enforce them — has granted a "naked license," which can result in the trademark being declared abandoned and the registration cancelled. Beyond protecting the mark, a signed trademark license agreement defines who owes royalties, on what revenue base, and when disputes escalate to arbitration rather than litigation. For the licensee, it provides documented authorization that defends against infringement claims from the licensor or third parties and gives the business the legal certainty needed to invest in building a product under the licensed brand. This template provides the full contractual architecture — grant, quality controls, royalties, indemnification, and termination — in a single enforceable Word document.\u003C/p>\n",1781186033299]