[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-trademark-license-and-royalty-agreement-D970":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":170,"customdescription":6,"mdFm":171,"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},"TRADEMARK LICENSE AND ROYALTY AGREEMENT This Trademark License and Royalty Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor is the owner of the [COUNTRY] rights to those trade marks (\"Marks\") listed in Schedule \"A\"; AND WHEREAS the Licensor and the Licensee have entered into an agreement of even date (the \"Asset Purchase Agreement\") pursuant to which the Licensor has sold to the Licensee and the Licensee has purchased from the Licensor all the assets of the [NUMBER] centers currently operated by the Licensor in the Province of [STATE/PROVINCE] (the \"Licensor\"); WHEREAS, as part of the said transaction, the Licensor has agreed to grant to the Licensee the right to use the Marks in the Province of [STATE/PROVINCE] for a period of [NUMBER] years from the date hereof and to permit the Licensee to use the \"Licensor\" name jointly with its \"[COMPANY NAME]\" brand name on the [COMPANY NAME] as well as on the [NUMBER] [COMPANY NAME] shops currently owned and operated by the Licensee (the \"[COMPANY NAME]\"), as well as any new centers opened and operated by the Licensee in the Province of [STATE/PROVINCE] under one or both of the \"[COMPANY NAME]\" and \"[COMPANY NAME]\" names (the \"[COMPANY NAME]\"), in consideration of the payment by the Licensee to the Licensor of the royalties hereinafter stipulated, the whole upon the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein, the parties agree as follows: WHEREAS, as part of the said transaction, the Licensor has agreed to grant to the Licensee the right to use the Marks in the [STATE/PROVINCE] for a period of ten (10) years from the date hereof and to permit the Licensee to use the [SPECIFY] name jointly with its [SPECIFY] brand name on the [SPECIFY] Centers as well as on the [NUMBER] of [SPECIFY] shops currently owned and operated by the Licensee, as well as any new centers opened and operated by the Licensee in the [STATE/PROVINCE] under one or both of the [SPECIFY] and [SPECIFY] names, in consideration of the payment by the Licensee to the Licensor of the royalties hereinafter stipulated, the whole upon the terms and conditions hereinafter set forth; DEFINITIONS AND INTERPRETATION In this Agreement the following terms shall have the following meanings: Definitions \"Affiliate\" has the meaning given to \"affiliated body corporate\" by the [COUNTRY] Business Corporations [ACT/LAW/RULE]. \"Centers\" means, collectively, the Licensor, [COMPANY NAME] and [COMPANY NAME], as each such term is defined in the preamble hereto. \"Gross Sales\" for any period means the total of all amounts directly or indirectly received or receivable during that period by the Centres (whether evidenced by cash, check, credit card or otherwise in any manner) from the sale of goods or the provision of services by the Centres, together with all other income generated during that period from all other business of any nature conducted at or originating from the Centres and all proceeds received by the Licensee during that period from any business interruption insurance in respect of the Centres. Gross Sales does not, however, include the amount of any provincial retail sales-tax or other direct tax imposed by any duly constituted governmental authority on the sale of goods or services which is required to be collected at the point of sale from the customer by the Licensee as agent for such authority. \"Marks\" means the trade marks, trade names, design marks and other commercial symbols listed in Schedule \"A\" and all other trade names, trade marks, design marks and commercial symbols which the Licensor may from time to time designate for use in the operation of the Centres. \"Notice\" means written notice given in accordance with Section 15. Extended Meanings Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. Interpretation Not Affected by Headings The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the [YOUR COUNTRY LAW] of the Province of [STATE/PROVINCE] without regard to its conflicts of [YOUR COUNTRY LAW] rules. In the event that this Agreement is sought to be enforced in any jurisdiction other than the Province of [STATE/PROVINCE], the parties intend that the court of such jurisdiction shall apply [STATE/PROVINCE] [YOUR COUNTRY LAW]. Where actions or proceedings are instituted in a court of a jurisdiction other than [STATE/PROVINCE], the rules of procedure and process of such claims shall be those of said jurisdiction other than [STATE/PROVINCE] notwithstanding that the Agreement shall be interpreted in accordance with the [YOUR COUNTRY LAW] of [STATE/PROVINCE] without regard to its conflict of [YOUR COUNTRY LAW] rules. Any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof may be brought in the courts of the Province of [STATE/PROVINCE] or of any other province of [COUNTRY] and, by execution and delivery of this Agreement, each of the parties hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably consents to the service of process out of any of the aforementioned courts in any action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to the parties hereto at their respective addresses set forth in Section 15 hereof. Each of the parties hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. Funds All amounts referred to in this Agreement are in the lawful money of [COUNTRY], unless otherwise stated. Financial Documents All calculations and financial documents required to be made or produced under or pursuant to this Agreement shall be made or produced in accordance with generally accepted accounting principles which are from time to time approved by the [COUNTRY] Institute of Chartered Accountants as set forth in the publication known as the [SPECIFY] and applicable as at the date on which any calculation or financial document is required to be made or produced, save and except as may be specifically provided herein. Severability If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction. Business Day In the event that any action to be taken hereunder falls on a day, which is not a Business Day, then such action shall be taken on the next succeeding Business Day. Preamble The preamble forms an integral part of this Agreement. 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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",513,"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":93,"description":6},"franchise agreement",[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":17,"url":96},"/template/franchise-agreement-D879",{"description":100,"descriptionCustom":6,"label":101,"pages":102,"size":88,"extension":10,"preview":103,"thumb":104,"svgFrame":105,"seoMetadata":106,"parents":108,"keywords":107,"url":113},"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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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[124],{"label":125,"url":126},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":88,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":141},"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":137,"description":6},"distribution agreement",[139,140],{"label":17,"url":96},{"label":17,"url":96},"/template/distribution-agreement-D12544",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":146,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":151,"keywords":154,"url":155},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), 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: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[152,153],{"label":17,"url":96},{"label":17,"url":96},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":157,"descriptionCustom":6,"label":158,"pages":159,"size":88,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":168,"url":169},"MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (\"MOU\"), is made and entered into as of [EFFECTIVE DATE], BETWEEN: [PARTY A] (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: [PARTY B] (PARTNER/RESELLER], an individual with his main address located at [SPECIFY] 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 AND SCOPE The purpose of this MOU is to clearly identify the roles and responsibilities of each party as they relate to [ SPECIFY]. In particular, this MOU in intended to [SPECIFY OR DESCRIBE THE WAY IN WHICH THE PARTIES WILL COLLABORATE]. BACKGROUND [Brief description of the parties involved in the MOU with mention of any current/historical ties to this project] [PARTY A] RESPONSIBILITIES UNDER THIS MOU [PARTY A] shall undertake the following activities: [SPECIFY AND EXPLAIN] [PARTY B] RESPONSIBILITIES UNDER THIS MOU [Party B] shall undertake the following activities: [SPECIFY AND EXPLAIN] UNDERSTANDINGS","Memorandum of Understanding","2","https://templates.business-in-a-box.com/imgs/1000px/memorandum-of-understanding-D12548.png","https://templates.business-in-a-box.com/imgs/250px/12548.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12548.xml",{"title":164,"description":6},"memorandum of understanding",[166,167],{"label":17,"url":96},{"label":17,"url":96},"memorandum understanding","/template/memorandum-of-understanding-D12548",false,{"seo":172,"reviewer":182,"legal_disclaimer":186,"quick_facts":187,"at_a_glance":189,"personas":193,"variants":218,"glossary":243,"clauses":280,"how_to_fill":331,"common_mistakes":372,"faqs":397,"industries":425,"comparisons":450,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":509,"classification":510},{"meta_title":173,"meta_description":174,"primary_keyword":175,"secondary_keywords":176},"Trademark License and Royalty Agreement Template | BIB","Free trademark license and royalty agreement template. Covers scope of use, royalty rates, quality control, term, and termination.","trademark license and royalty agreement template",[177,178,179,180,181],"royalty agreement template","trademark licensing contract","brand license agreement template","trademark royalty agreement word","trademark license agreement free",{"name":183,"credential":184,"reviewed_date":185},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":188,"legal_review_recommended":186,"signature_required":186,"notarization_required":170},"advanced",{"what_it_is":190,"when_you_need_it":191,"whats_inside":192},"A Trademark License and Royalty Agreement is a legally binding contract in which a trademark owner (the licensor) grants another party (the licensee) the right to use a registered or common-law trademark in exchange for ongoing royalty payments. This free Word download covers scope of use, territory, royalty rate and calculation method, quality control obligations, audit rights, and termination — and can be exported as PDF and executed before any licensee begins using your brand.\n","Use it when you own a trademark and want to authorize a manufacturer, retailer, franchisee, or distribution partner to use your brand on products or services in exchange for a percentage of sales or a flat fee. It is also required when your company is the licensee and needs documented authority to use a third-party mark.\n","Grant of license and scope of permitted use, licensed trademark identification, royalty rate and payment schedule, quality control and approval process, audit rights, term and renewal, indemnification, and termination conditions.\n",[194,198,202,206,210,214],{"title":195,"use_case":196,"icon_asset_id":197},"Brand owners and trademark holders","Licensing a registered trademark to a manufacturer or retailer for royalty income","persona-brand-owner",{"title":199,"use_case":200,"icon_asset_id":201},"Startup founders","Monetizing a brand before scaling in-house production or distribution","persona-startup-founder",{"title":203,"use_case":204,"icon_asset_id":205},"Franchise operators","Formalizing brand-use rights and royalty obligations for franchisees","persona-franchise-applicant",{"title":207,"use_case":208,"icon_asset_id":209},"Product manufacturers and distributors","Securing documented authority to affix a licensed brand to goods for sale","persona-retailer",{"title":211,"use_case":212,"icon_asset_id":213},"Licensing executives and IP managers","Standardizing brand-licensing terms across multiple licensee relationships","persona-operations-director",{"title":215,"use_case":216,"icon_asset_id":217},"Creative agencies and designers","Licensing a proprietary logo or character brand to a merchandise partner","persona-agency",[219,223,227,230,233,237,240],{"situation":220,"recommended_template":221,"slug":222},"Granting exclusive rights in a defined territory to a single licensee","Exclusive Trademark License Agreement","trademark-license-agreement-D5230",{"situation":224,"recommended_template":225,"slug":226},"Authorizing multiple licensees to use the same mark simultaneously","Non-Exclusive Trademark License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":228,"recommended_template":229,"slug":222},"Licensing both a trademark and underlying technology together","Technology and Trademark License Agreement",{"situation":231,"recommended_template":86,"slug":232},"Licensing a trademark as part of a franchise relationship","franchise-agreement-D879",{"situation":234,"recommended_template":235,"slug":236},"Assigning (permanently transferring) the trademark rather than licensing it","Trademark Assignment Agreement","trademark-assignment-short-form-D972",{"situation":238,"recommended_template":61,"slug":239},"Licensing copyrighted artwork, characters, or brand imagery","copyright-license-agreement-D12742",{"situation":241,"recommended_template":242,"slug":222},"Granting a short-term trial license with no ongoing royalty","Trademark Consent Agreement",[244,247,250,253,256,259,262,265,268,271,274,277],{"term":245,"definition":246},"Licensor","The trademark owner who grants another party the right to use the mark under the terms of the agreement.",{"term":248,"definition":249},"Licensee","The party who receives permission to use the licensed trademark, subject to the conditions and royalty obligations in the agreement.",{"term":251,"definition":252},"Royalty Rate","The percentage of net sales — or flat fee per unit or per period — that the licensee pays to the licensor in exchange for use of the trademark.",{"term":254,"definition":255},"Net Sales","Gross sales revenue minus returns, allowances, and applicable taxes — the base amount on which percentage royalties are typically calculated.",{"term":257,"definition":258},"Quality Control Clause","A contract provision requiring the licensor to set and enforce standards for how the trademark is used, ensuring the mark does not become generic or deceptive.",{"term":260,"definition":261},"Naked License","A trademark license that lacks adequate quality control provisions — a legal defect that can result in the licensor losing trademark rights entirely.",{"term":263,"definition":264},"Minimum Royalty","A guaranteed payment floor the licensee must pay each period regardless of actual sales, ensuring the licensor receives baseline compensation.",{"term":266,"definition":267},"Licensed Territory","The specific geographic area — country, region, or list of states — within which the licensee is authorized to use the trademark.",{"term":269,"definition":270},"Sublicense","The licensee's act of granting a third party permission to use the licensed mark — typically prohibited without the licensor's prior written consent.",{"term":272,"definition":273},"Audit Rights","The licensor's contractual right to inspect the licensee's sales records and royalty calculations, typically on reasonable notice and at the licensor's cost absent a discrepancy.",{"term":275,"definition":276},"Goodwill","The commercial reputation and consumer recognition associated with a trademark — in licensing, goodwill generated by the licensee's use typically inures to the benefit of the licensor.",{"term":278,"definition":279},"Inurement Clause","A clause stating that any goodwill arising from the licensee's use of the mark accrues to the licensor, protecting the licensor's ownership of the brand.",[281,286,291,296,301,306,311,316,321,326],{"name":282,"plain_english":283,"sample_language":284,"common_mistake":285},"Grant of license and scope","Specifies exactly which trademark(s) are licensed, whether the grant is exclusive or non-exclusive, the permitted field of use, and the licensed territory.","Licensor hereby grants to Licensee a [exclusive / non-exclusive], non-transferable license to use the Licensed Mark ([MARK DESCRIPTION], Registration No. [NUMBER]) solely in connection with [FIELD OF USE] within [TERRITORY].","Describing the field of use too broadly — authorizing the licensee to use the mark in any category rather than a defined product or service class, which makes quality control unmanageable and dilutes the brand.",{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Licensed trademark identification","Lists every trademark, logo, trade name, and registration number covered by the agreement and attaches specimens as exhibits.","The Licensed Mark means the trademark(s) identified in Exhibit A, including the word mark '[MARK]', design mark '[DESCRIPTION]' (USPTO Reg. No. [NUMBER]), and any derivatives approved in writing by Licensor.","Referencing only the word mark while omitting logo versions or stylized forms — allowing the licensee to use design elements the licensor did not intend to license.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Royalty rate, calculation, and payment schedule","States the royalty percentage or per-unit fee, defines the royalty base (net sales), and sets payment frequency and the method of remittance.","Licensee shall pay Licensor a royalty of [X]% of Net Sales of Licensed Products in each calendar quarter, due within [30] days after quarter-end, accompanied by a royalty statement in the form of Exhibit B.","Failing to define 'Net Sales' — leaving room for the licensee to deduct shipping, co-op advertising, and overhead costs that inflate deductions and reduce the royalty base.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Minimum royalty guarantee","Requires the licensee to pay a floor amount each period regardless of actual sales, giving the licensor a predictable income stream and an incentive for the licensee to actively promote the brand.","Regardless of actual Net Sales, Licensee shall pay Licensor a minimum annual royalty of $[AMOUNT] ('Minimum Royalty'), payable in equal quarterly installments of $[AMOUNT].","Setting no minimum royalty at all, allowing a licensee to sit on exclusive rights without actively using the mark — blocking the licensor from licensing to better-performing partners.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Quality control and approval process","Obligates the licensee to submit product samples, packaging, and marketing materials for licensor approval before use, and sets ongoing quality standards the licensee must maintain.","Licensee shall submit to Licensor, for written approval prior to first use, representative samples of all Licensed Products, packaging, and promotional materials bearing the Licensed Mark. Licensor shall have [15] business days to approve or reject each submission.","Including quality control language without actually exercising it — courts have held that a licensor who never reviews samples or enforces standards has created a naked license, risking cancellation of the trademark registration.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Audit rights and record-keeping","Gives the licensor the right to inspect the licensee's books and sales records to verify royalty accuracy, and requires the licensee to retain records for a defined period.","Licensee shall maintain accurate books and records of all sales of Licensed Products for a minimum of [3] years. Licensor may, upon [15] days' written notice, audit such records no more than once per calendar year. If an audit reveals an underpayment exceeding [5]%, Licensee shall bear the cost of the audit.","Omitting an audit-cost-shifting provision — without it, a licensor bears audit costs even when the licensee has significantly under-reported royalties.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Intellectual property ownership and inurement","Confirms that the licensor retains all ownership of the trademark and that any goodwill generated by the licensee's use accrues to the licensor, not the licensee.","Licensee acknowledges that Licensor is and shall remain the sole owner of the Licensed Mark and all goodwill associated with it. Any goodwill arising from Licensee's use of the Licensed Mark inures exclusively to the benefit of Licensor.","Omitting the inurement clause, which can allow a licensee to claim a proprietary interest in goodwill they helped build — creating a basis for a trademark ownership dispute at the end of the relationship.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Term, renewal, and termination","Sets the initial license period, renewal conditions, and the grounds on which either party may terminate early — including material breach, insolvency, or failure to meet minimum royalties.","This Agreement shall have an initial term of [X] years commencing on [DATE]. Either party may terminate upon [30] days' written notice of a material breach that remains uncured. Licensor may terminate immediately if Licensee becomes insolvent or fails to pay the Minimum Royalty.","No cure period before termination for breach — triggering immediate termination for minor, fixable violations creates unnecessary litigation risk and may be unenforceable in some jurisdictions.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Indemnification and insurance","Requires the licensee to indemnify the licensor against third-party claims arising from the licensee's use of the mark and to maintain adequate product liability insurance.","Licensee shall indemnify, defend, and hold harmless Licensor from any third-party claims arising out of Licensee's use of the Licensed Mark or sale of Licensed Products. Licensee shall maintain product liability insurance of not less than $[AMOUNT] per occurrence, naming Licensor as an additional insured.","Setting an insurance floor without specifying that the licensor must be named as an additional insured — in a product liability claim, the licensor may otherwise receive no direct coverage.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation — and the venue.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to where either party operates — courts may refuse to enforce the choice if it has no reasonable relationship to the transaction.",[332,337,342,347,352,357,362,367],{"step":333,"title":334,"description":335,"tip":336},1,"Identify the parties and licensed marks","Enter the licensor's full legal entity name and the licensee's legal name. Complete Exhibit A by listing every trademark, registration number, and specimen image that is covered by the agreement.","Pull the exact registered form of the mark from the USPTO, CIPO, or EUIPO database to ensure the description in Exhibit A matches the official registration exactly.",{"step":338,"title":339,"description":340,"tip":341},2,"Define the field of use and territory","Specify the exact product categories or service classes in which the licensee may use the mark, and list the countries, states, or regions that constitute the licensed territory. Narrow definitions protect the licensor's ability to license other categories or regions independently.","If you intend to grant rights in the US only, list the US by name — do not use 'worldwide' unless you have verified the licensee has the operational capacity and intent to use the mark globally.",{"step":343,"title":344,"description":345,"tip":346},3,"Set the royalty rate and define the royalty base","Enter the royalty percentage and write out the full definition of Net Sales, listing every permitted deduction by name. Set the payment frequency (monthly or quarterly) and the number of days after period-end by which payment and statements are due.","Industry royalty rates for consumer goods typically range from 3–8% of net sales; character and entertainment brands command 8–15%. Research comparable deals in your category before finalizing.",{"step":348,"title":349,"description":350,"tip":351},4,"Set the minimum royalty and performance benchmarks","Enter the annual minimum royalty and allocate it across quarterly installments. Optionally add a sales volume benchmark that, if not met in Year 1 or Year 2, converts an exclusive license to non-exclusive.","Tying an exclusivity downgrade to a missed sales threshold — rather than allowing termination — keeps the license active while removing the exclusivity penalty, a structure many licensees find more acceptable.",{"step":353,"title":354,"description":355,"tip":356},5,"Complete the quality control section","Describe the approval process in detail: what must be submitted (product samples, packaging, advertising), in what form (physical or digital), and the timeline for licensor approval or rejection. Attach brand guidelines as Exhibit C.","Schedule an approval review into your calendar each quarter so you actually exercise quality control — failure to review submitted samples creates a naked-license risk regardless of what the contract says.",{"step":358,"title":359,"description":360,"tip":361},6,"Set audit rights and record-retention terms","Confirm the record-retention period (3 years is standard), the audit notice period (10–15 business days is typical), frequency (once per calendar year), and the underpayment threshold above which the licensee bears audit costs.","Set the cost-shifting trigger at 3–5% underpayment — too low and you create audit friction for minor errors; too high and you reward systematic under-reporting.",{"step":363,"title":364,"description":365,"tip":366},7,"Define the term, renewal, and termination triggers","Enter the initial term length, renewal conditions (automatic vs. negotiated), notice period for non-renewal, cure periods for breach (typically 30 days), and the specific grounds for immediate termination — insolvency, IP abandonment, regulatory violations.","Build in a 30-day cure period for payment defaults but allow immediate termination for trademark abandonment or unauthorized sublicensing — the harm from those events is not curable by writing a check.",{"step":368,"title":369,"description":370,"tip":371},8,"Sign before the licensee begins using the mark","Both parties must execute the agreement before any licensed trademark use begins. Post-use signatures create a gap period during which the licensor's quality control obligations were not in place, weakening the registration against a naked-license challenge.","Use a countersigned effective-date clause ('This Agreement is effective as of [DATE], the date of last signature') rather than a backdated agreement — backdating creates enforceability and fraud risks.",[373,377,381,385,389,393],{"mistake":374,"why_it_matters":375,"fix":376},"Creating a naked license by not enforcing quality control","US and Canadian trademark law requires licensors to actually supervise and control quality of licensed goods. A licensor who signs quality control language but never reviews samples can lose the trademark registration entirely — courts have cancelled marks on this basis.","Build a real approval workflow: require sample submissions before first use, review and approve in writing within the contract's deadline, and document every approval decision in a dated log.",{"mistake":378,"why_it_matters":379,"fix":380},"Leaving 'Net Sales' undefined or loosely defined","Without a precise definition, licensees deduct shipping, warehousing, co-op advertising, and overhead from gross sales, shrinking the royalty base to a fraction of real revenue — disputes over the definition are one of the most common sources of licensing litigation.","List each permitted deduction by name (e.g., 'cash discounts actually taken, not to exceed 2%; returns of defective product') and state that all other deductions are disallowed.",{"mistake":382,"why_it_matters":383,"fix":384},"Granting exclusive rights with no minimum royalty or performance benchmark","An exclusive licensee with no floor payment can tie up valuable trademark rights indefinitely while generating little or no royalty income — and the licensor cannot license the mark to anyone else in the territory.","Set a minimum annual royalty and include a clause converting exclusivity to non-exclusive (or allowing termination) if the licensee fails to meet defined sales benchmarks in Year 1 or Year 2.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting the goodwill inurement clause","Without explicit language confirming that goodwill accrues to the licensor, a long-term licensee may argue they have acquired proprietary rights in the brand they helped build — a claim that becomes expensive to litigate even when ultimately unsuccessful.","Include a clear inurement clause stating that all goodwill from the licensee's use belongs exclusively to the licensor, and have the licensee acknowledge licensor's sole ownership at signing.",{"mistake":390,"why_it_matters":391,"fix":392},"No post-termination sell-off period with clear limits","Without a defined sell-off window, the licensee either demands an indefinite right to liquidate inventory bearing the licensed mark — continuing brand exposure the licensor cannot control — or faces financial harm from an immediate stop-sell obligation.","Include a 60–90 day post-termination sell-off right limited to existing inventory on hand as of the termination date, with a final royalty statement and payment due at the end of the sell-off period.",{"mistake":394,"why_it_matters":395,"fix":396},"Permitting sublicensing without prior written consent","If the licensee can sublicense freely, the licensor's brand may end up on products made or sold by a party the licensor has never vetted — creating quality control gaps, legal exposure, and potential trademark genericness.","Include a clause expressly prohibiting sublicensing without the licensor's prior written consent, and state that any attempted sublicense without consent is void and constitutes a material breach.",[398,401,404,407,410,413,416,419,422],{"question":399,"answer":400},"What is a trademark license and royalty agreement?","A trademark license and royalty agreement is a binding contract in which a trademark owner (the licensor) authorizes another party (the licensee) to use a specific trademark on defined products or services, within a defined territory, in exchange for ongoing royalty payments. It sets out the scope of permitted use, the royalty rate and payment schedule, quality control obligations, audit rights, and what happens when the agreement ends.\n",{"question":402,"answer":403},"What is the difference between a trademark license and a trademark assignment?","A license grants permission to use the trademark while the licensor retains ownership — the rights revert to the licensor when the agreement ends. An assignment permanently transfers ownership of the trademark from the assignor to the assignee, like a sale of the mark itself. If you want ongoing royalty income while keeping the brand, you need a license, not an assignment.\n",{"question":405,"answer":406},"What is a 'naked license' and why does it matter?","A naked license is a trademark license that lacks adequate quality control — the licensor grants permission to use the mark but exercises no real oversight over how the mark is used or the quality of goods bearing it. US and Canadian courts treat a naked license as grounds to cancel the trademark registration entirely, on the theory that the mark no longer reliably indicates a single source of quality goods. Including and actually enforcing quality control provisions prevents this outcome.\n",{"question":408,"answer":409},"How is the royalty rate calculated in a trademark license?","Royalties are most commonly calculated as a percentage of the licensee's net sales of licensed products, with typical rates ranging from 3–8% for consumer goods and 8–15% for entertainment characters or premium brands. Some agreements use a flat per-unit fee instead of a percentage. The agreement should also specify a minimum annual royalty — a floor payment the licensee owes regardless of actual sales — to protect the licensor from a low-performing licensee holding exclusive rights.\n",{"question":411,"answer":412},"Does a trademark license need to be registered?","In the US, trademark license agreements do not need to be recorded with the USPTO to be enforceable between the parties. However, recording a license with the relevant trademark office in some jurisdictions (notably China and several EU member states) may be required to enforce it against third parties or to maintain the registration. Always check the rules in each country within the licensed territory.\n",{"question":414,"answer":415},"Can a trademark license be exclusive?","Yes. An exclusive license grants the licensee the sole right to use the mark within the defined field of use and territory — even excluding the licensor itself. A non-exclusive license permits the licensor to grant the same rights to multiple licensees simultaneously. Exclusivity typically commands a higher royalty rate or a higher minimum royalty, and should always be paired with performance benchmarks that allow the licensor to convert to non-exclusive or terminate if the licensee underperforms.\n",{"question":417,"answer":418},"What quality control provisions should the agreement include?","At minimum: a requirement that the licensee submit product samples, packaging, and marketing materials for licensor approval before first use; a defined approval timeline (typically 10–15 business days); the right for the licensor to inspect facilities on reasonable notice; standards for trademark display (size, color, placement); and the licensor's right to require the licensee to correct non-conforming uses within a set period. The licensor must actually exercise these rights — contractual language alone does not satisfy the quality control requirement.\n",{"question":420,"answer":421},"What happens to the license when the agreement is terminated?","Upon termination, all rights to use the licensed trademark revert to the licensor immediately, subject to any negotiated sell-off period (typically 60–90 days) for existing inventory. The licensee must destroy or return all materials bearing the mark, provide a final royalty statement, and pay any outstanding royalties. The licensor should confirm in writing that the license has ended and monitor the market to ensure the former licensee has ceased use.\n",{"question":423,"answer":424},"Do I need a lawyer to draft a trademark license and royalty agreement?","For a straightforward domestic non-exclusive license with a single licensee, a high-quality template reviewed by the parties is often sufficient. Engage a trademark attorney when the license is exclusive, covers multiple jurisdictions, involves a high-value brand, or includes complex royalty structures such as sublicenses or milestone-based rates. The cost of a 2–3 hour attorney review ($600–$1,500) is typically far less than the cost of a royalty dispute or trademark cancellation proceeding triggered by a poorly drafted agreement.\n",[426,430,434,438,442,446],{"industry":427,"icon_asset_id":428,"specifics":429},"Consumer Goods and Retail","industry-retail","Licensing brand names and logos to manufacturers for apparel, accessories, or home goods — where per-SKU royalty rates, territory exclusivity, and quality sampling are the critical deal terms.",{"industry":431,"icon_asset_id":432,"specifics":433},"Entertainment and Media","industry-marketing","Character and franchise licensing for merchandise, where royalty rates commonly reach 10–15% of net sales and style guides are incorporated as binding quality control exhibits.",{"industry":435,"icon_asset_id":436,"specifics":437},"Food and Beverage","industry-food-beverage","Co-branding and ingredient trademark licensing (e.g., 'Made with [BRAND]') where product formula approval, labeling compliance, and FDA/Health Canada requirements are integrated into the quality control clause.",{"industry":439,"icon_asset_id":440,"specifics":441},"Technology and SaaS","industry-saas","Licensing technology brand names or certification marks to channel partners and OEMs, where field-of-use restrictions align with software licensing tiers and sublicensing to end users requires explicit authorization.",{"industry":443,"icon_asset_id":444,"specifics":445},"Franchising","industry-professional-services","Trademark licensing forms the core of every franchise relationship — the franchise agreement incorporates a trademark license with strict brand standards, training requirements, and termination rights tied to operational compliance.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing","industry-manufacturing","Original equipment manufacturers licensing a brand mark for co-branded products, where tooling approval, production facility audits, and per-unit royalty caps based on production volume are standard negotiating points.",[451,455,458,461],{"vs":452,"vs_template_id":453,"summary":454},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared during negotiations but grants no rights to use any trademark or IP. A trademark license agreement grants actual usage rights and establishes the royalty relationship. You may need both — an NDA during the negotiation phase and a trademark license once terms are agreed.",{"vs":61,"vs_template_id":456,"summary":457},"copyright-license-agreement-D12712","A copyright license covers original creative works — text, imagery, music, software code — while a trademark license covers brand identifiers such as names, logos, and trade dress. A branded product often requires both: a trademark license for the brand name and a copyright license for the associated artwork. The two agreements have different ownership rules, registration requirements, and enforcement mechanisms.",{"vs":86,"vs_template_id":459,"summary":460},"franchise-agreement-D13220","A franchise agreement bundles a trademark license with a full system license — including operating standards, training, territory rights, and supply chain obligations — and is regulated by franchise disclosure laws in the US, Canada, and the EU. A standalone trademark license is simpler and less regulated, but it does not convey a business system. If your arrangement looks like a franchise (trademark + system + fees), franchise law may apply regardless of what you call the document.",{"vs":462,"vs_template_id":463,"summary":464},"Intellectual Property Assignment Agreement","D{IP_ASSIGNMENT_ID}","An IP assignment permanently transfers ownership of the trademark to the buyer — the seller retains no ongoing rights or royalty stream. A trademark license retains ownership with the licensor and generates ongoing royalties. Choose an assignment when you want a clean sale of the brand; choose a license when you want to monetize it while keeping ownership and the ability to license to others or reclaim the mark.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Single-territory, non-exclusive licenses with a known partner and straightforward royalty structures","Free","30–60 minutes",{"best_for":471,"cost":472,"time":473},"Exclusive licenses, multi-territory deals, or agreements involving a high-value brand or significant minimum royalties","$600–$1,500","3–7 days",{"best_for":475,"cost":476,"time":477},"Complex multi-party licensing programs, cross-border portfolios, or franchise-adjacent arrangements subject to disclosure regulations","$2,500–$8,000+","2–6 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","US trademark law (Lanham Act) requires licensors to exercise genuine quality control or risk losing the trademark registration through a 'naked license' finding. Trademark licenses do not need to be recorded with the USPTO, but recording is advisable for exclusive licenses. Non-compete provisions included in licensing agreements are subject to state law, with California and several other states imposing significant restrictions.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","The Canadian Trademarks Act requires that a licensed trademark be used by a licensee 'under the control of' the owner — the quality control obligation is statutory, not merely contractual. Recording trademark licenses with the Canadian Intellectual Property Office (CIPO) is not mandatory but is recommended to put third parties on notice. Quebec civil law may affect interpretation of license terms for licensees operating in Quebec.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","UK trademark licenses should be recorded with the Intellectual Property Office (IPO) to allow the licensee to take action against infringers and to protect the licensee against subsequent transfers of the mark. The Trade Marks Act 1994 distinguishes between exclusive and non-exclusive licensees with respect to standing to sue for infringement. Post-Brexit, separate UK and EU trademark registrations are required for pan-European licensing programs.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU trademark licenses can be recorded with the EUIPO and should be to allow the licensee to join infringement actions. The EU Trademark Regulation requires that a licensee comply with quality control obligations as a condition of the licensor's ability to maintain the registration. GDPR considerations apply where the agreement involves processing of customer or sales data by the licensee as part of royalty reporting obligations.",[239,232,453,500,501,502,503,504,505,506,507,508],"independent-contractor-agreement-D160","distribution-agreement-D12544","joint-venture-agreement-D889","memorandum-of-understanding-D12548","service-agreement-D12711","cease-and-desist-letter-D12916","letter-of-intent_acquisition-of-business-D5197","employment-agreement_at-will-employee-D541","terms-and-conditions-D12667",{"emit_how_to":186,"emit_defined_term":186},{"primary_folder":96,"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","contract","trademark-license","royalty-agreement","licensing",0.95,"\u003Ch2>What is a Trademark License and Royalty Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Trademark License and Royalty Agreement\u003C/strong> is a legally binding contract in which a trademark owner — the licensor — grants another party — the licensee — the right to use a specific trademark on defined products or services, within a defined territory, in exchange for ongoing royalty payments. The agreement governs everything material to the licensing relationship: the exact marks covered, the scope of permitted use, the royalty rate and how it is calculated, quality control obligations the licensor must enforce to preserve the registration, audit rights, and the conditions under which the license ends. Unlike an assignment, a trademark license retains ownership with the licensor — rights revert when the agreement terminates, and royalties continue for as long as the licensee operates under the mark.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a trademark licensing relationship without a written agreement exposes both parties to serious legal and financial risk. For the licensor, the most dangerous consequence is losing the trademark registration itself: US and Canadian trademark law requires licensors to actively supervise the quality of goods sold under a licensed mark — a licensor who allows use without documented quality control creates a "naked license," which courts have used to cancel trademark registrations entirely. Without a signed agreement specifying royalty rates, Net Sales definitions, and payment schedules, royalty disputes become credibility contests rather than contract interpretation exercises, and recovering underpaid royalties requires costly litigation with uncertain outcomes. For the licensee, operating without a signed license means using a trademark without documented authorization — leaving the business exposed to infringement claims the moment the relationship sours. This template gives both parties a clear, enforceable record of every agreed term before the first licensed product reaches market, protecting the brand, the royalty stream, and the working relationship.\u003C/p>\n",1778773602989]