[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-trademark-licensing-agreement-D13458":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":171,"customdescription":6,"mdFm":172,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"TRADEMARK LICENSING AGREEMENT This Trademark Licensing Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE LICENSOR], (the \"Licensor\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE LICENSEE], (the \"Licensee\"), an individual with their main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties\" and individually as \"Party.\" WHEREAS, the Licensor owns or holds certain rights in respect of the trademarks mentioned in Schedule A of this Agreement (hereinafter referred as the \"Marks\"); WHEREAS, the Licensor has agreed to license to the Licensee the non-exclusive right to use the Marks; WHEREAS, The Parties wish to evidence their contract in writing; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: TRADEMARK LICENSE TERMS Grant of License. The Licensor hereby grants to the Licensee on the terms contained herein a non-exclusive, royalty-free license (the \"License\") to use the Marks throughout the world in association with the goods and services specified in Schedule A hereto (the \"Goods and Services\"). The Licensee agrees to use the Marks only in accordance with the terms and conditions set out in this Agreement. Schedule A may be amended to add or delete Marks and/or Goods and Services from time to time, by way of written agreement between the Parties. The Licensee will use the Marks only while the License is in effect, only in in association with the Goods and Services. The Licensee will use the Marks only in compliance with all applicable laws and regulations. The Licensee will not, directly or indirectly, use the Marks in any other way, and, without limiting the foregoing, the Licensee will not use the Marks as part of any composite trademark, that is, in close proximity or in combination with any trademark(s) held by the Licensee or any third party. The Licensor will notify the Licensee of any changes or alterations made to any of the Marks from time to time during the term of this Agreement, and within thirty (30) days of receipt of such notice, or as soon as reasonably practical, whichever is earlier, the Licensee will ensure that all of its usage of any Marks so changed or altered complies with any such notice given. TERM The Licensor and the Licensee agree that present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance of the present Agreement. ROYALTY The Licensee shall pay to the Licensor royalties of [PERCENTAGE] percent of the revenues earned by the Licensee during the term of this Agreement. The Licensee shall keep proper records and books of account and be open at all times to inspection and audit by the Licensor. If such inspection or audit should reveal a discrepancy in the royalties paid from those payable under this Agreement, the Licensee shall immediately make up the shortfall and reimburse the Licensor in respect of any professional charges incurred for such audit or inspection. The provisions of this section shall remain in effect, notwithstanding termination or expiry of this Agreement, until the settlement of all subsisting claims by the Licensor. INTELLECTUAL PROPERTY RIGHTS The Licensee acknowledges the validity of the Marks, and the Licensor's ownership of the Marks and the goodwill pertaining thereto and agrees that the benefit of and goodwill associated with use of any of the Marks by the Licensee will ensue entirely for the benefit of the Licensor. Should any right, title or interest in or to the Marks or any part thereof or any copyright or trademark related thereto become vested in the Licensee, the Licensee will hold the same in trust for the Licensor and will, at the request of the Licensor, forthwith unconditionally assign any such right, title or interest to the Licensor. All rights in and to any new version, translation or arrangement of the Marks, or other change in the Marks created by the Licensee, with the Licensor's prior written consent or otherwise, will be and will remain the exclusive property of the Licensor, and the provisions of this Agreement will apply to the same. The Licensee will cooperate with the Licensor for the purpose of protecting, preserving and enhancing the Marks and the Licensor's interest in them, and, in furtherance of such obligations, the Licensee will promptly execute and deliver to the Licensor all documents and instruments that the Licensor, acting reasonably, determines are necessary or prudent from time to time. The Licensee will not itself and will not assist, permit, or encourage any third party to: attack or challenge the validity, ownership or enforceability of any of the Marks, any registrations for any of the Marks, or the Licensor's rights relating to any of the Marks or in any such registrations; claim, use, or apply to register, record or file any trademark, trade name, business name, corporate name, domain name, social media user name, email address, metatag, AdWords or similar search term, copyright, or design that is identical with, confusingly similar to, clearly derived from or based on or that includes any of the Marks; or use any of the Marks in a manner which is likely to depreciate or cause material harm to the goodwill attached to any of the Marks. The Licensee acknowledges and agrees that the rights and license granted to the Licensee pursuant to this Agreement are of a contractual nature only, and no property or other rights in or to any of the Marks are granted to the Licensee by virtue of this Agreement. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Licensor and Licensee. ASSIGNMENT The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Contract will be binding upon the Parties' heirs, executors, successors and assigns. REPESENTATION AND WARRANTIES The Parties represent and warrant to each other as follows: It has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to each other. That in performing under the Agreement it will not violate the terms of any agreement with any third party. DEFAULTS, REMEDIES AND TERMINATION: Events of Default: Each of the following shall constitute an Event of Default under this Agreement: Material Breach- Either the Licensor or the Licensee shall fail in any material respect to comply with, observe, or perform, or shall default in any material respect in the performance of, the terms and conditions of this Agreement.",null,"Trademark Licensing Agreement","7",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/trademark-licensing-agreement-D13458.png","https://templates.business-in-a-box.com/imgs/250px/13458.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13458.xml",{"title":15,"description":6},"trademark licensing agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"License Agreements","/templates/license-agreement/","Trademark Licensing Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13458.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[36,40,44,48,52,56,60,64,68,72,76,80,84,100,115,128,141,157],{"label":37,"url":38,"thumb":39,"extension":10},"Trademark License Agreement","/template/trademark-license-agreement-D5230","https://templates.business-in-a-box.com/imgs/250px/5230.png",{"label":41,"url":42,"thumb":43,"extension":10},"Trademark License Agreement For Software","/template/trademark-license-agreement-for-software-D766","https://templates.business-in-a-box.com/imgs/250px/766.png",{"label":45,"url":46,"thumb":47,"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":49,"url":50,"thumb":51,"extension":10},"Technology Licensing Agreement","/template/technology-licensing-agreement-D13434","https://templates.business-in-a-box.com/imgs/250px/13434.png",{"label":53,"url":54,"thumb":55,"extension":10},"Trademark License","/template/trademark-license-D973","https://templates.business-in-a-box.com/imgs/250px/973.png",{"label":57,"url":58,"thumb":59,"extension":10},"Trademark Assignment Short Form","/template/trademark-assignment-short-form-D972","https://templates.business-in-a-box.com/imgs/250px/972.png",{"label":61,"url":62,"thumb":63,"extension":10},"Guide for Registering a Trademark USA","/template/guide-for-registering-a-trademark-usa-D962","https://templates.business-in-a-box.com/imgs/250px/962.png",{"label":65,"url":66,"thumb":67,"extension":10},"Checklist Drafting Multimedia and Technology Licensing Agreement","/template/checklist-drafting-multimedia-and-technology-licensing-agreement-D5177","https://templates.business-in-a-box.com/imgs/250px/5177.png",{"label":69,"url":70,"thumb":71,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":73,"url":74,"thumb":75,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":77,"url":78,"thumb":79,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":81,"url":82,"thumb":83,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":9,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":99},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":92,"description":6},"non disclosure agreement nda",[94,96],{"label":18,"url":95},"business-legal-agreements",{"label":97,"url":98},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":101,"descriptionCustom":6,"label":102,"pages":8,"size":103,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":108,"keywords":113,"url":114},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (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] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. 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",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},[109,110],{"label":18,"url":95},{"label":111,"url":112},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":9,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":127},"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":123,"description":6},"franchise agreement",[125,126],{"label":18,"url":95},{"label":18,"url":95},"/template/franchise-agreement-D879",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":9,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":137,"keywords":136,"url":140},"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":136,"description":6},"distribution agreement",[138,139],{"label":18,"url":95},{"label":18,"url":95},"/template/distribution-agreement-D12544",{"description":142,"descriptionCustom":6,"label":143,"pages":144,"size":9,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":155,"url":156},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] NOTICE TO CEASE AND DESIST Dear [Contact name], This letter is served upon you due to ______________________________________________ (\"the Activity\"). These claims are further explained in detail and supported by the attached exhibits and affidavits. If you do not cease the aforementioned Activity, a lawsuit will be launched against you. ","Cease and Desist Letter","1","https://templates.business-in-a-box.com/imgs/1000px/cease-and-desist-letter-D12916.png","https://templates.business-in-a-box.com/imgs/250px/12916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12916.xml",{"title":149,"description":6},"cease and desist letter",[151,152],{"label":18,"url":95},{"label":153,"url":154},"Litigation & Settlement","litigation-settlement","cease desist letter","/template/cease-and-desist-letter-D12916",{"description":158,"descriptionCustom":6,"label":159,"pages":160,"size":9,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":169,"url":170},"COHABITATION AGREEMENT This Cohabitation Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR FULL NAME], (\"Party A\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (\"Party B\") an individual with their main address located at: [COMPLETE ADDRESS] Whereas the Parties wish to enter into this Agreement and intend to reside at the same address as of [SPECIFY DATE]; Whereas the Parties desire to affix and define their respective property rights and liabilities arising from their joint residency; Whereas the Parties wish to set forth in writing their mutual understanding of their respective rights, expectations, and obligations with respect to one another and to each item of real, personal, or combined property, whether earned or acquired by gift, bequest, devise, descent or otherwise, before, during, and after the cohabitation period. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: PROPERTY The Parties acknowledge that this Agreement will govern any determination of ownership of property that may occur in the event of the Parties separating, or upon the death of a Party. All jointly acquired or jointly held property, however and whenever acquired, will remain the property of and be owned by both Parties and will be treated as shared property (the \"Shared Property\"). In the event of the Parties separating, or upon the death of a Party, all Shared Property will be deemed to be owned equally and each Party will be entitled to fifty percent (50%) of the net equity of the property, regardless of the initial or ongoing proportion of each Party's investment, unless the Parties have agreed otherwise in writing Except as otherwise provided in this Agreement, all property will be treated as property owned solely by either one of the Parties (the \"Separate Property\") except where: it is Shared Property; or there is proof of shared legal ownership. Nothing in this Agreement will prevent or invalidate any gift, or transfer for value, from one Party to the other of present or future property. Unless a Party can reasonably show that they solely own a piece of property, where either Party commingles jointly owned property with Separate Property, any commingled property will be presumed to be Shared Property. DEBTS The Parties acknowledge that this Agreement will govern any determination of responsibility of debts that may occur in the event of the Parties separating. All jointly acquired or jointly held debts, however and whenever acquired, will remain the debts of and be owed by both Parties and will be treated as shared debts (the \"Shared Debts\"). Except as otherwise provided in this Agreement, all debts will be treated as debts owed solely by either one of the Parties (the \"Separate Debts\") except where: it is Shared Debt; or there is proof of shared legal responsibility. In the event of a separation, or upon the death of a Party, all Shared Debt will be deemed to be owed equally and each Party will be financially responsible for 50% of any jointly acquired or jointly held debt, regardless of the initial or ongoing proportion of each Party's borrowed amount, unless the Parties have agreed otherwise in writing. DISCLOSURE OF CURRENT FINANCIAL STATUS Each Party has fully and completely, to the best of his/her knowledge, disclosed to the other Party the current financial condition including all assets and liabilities. Each Party has attached a balance sheet to this Agreement indicating the current assets and liabilities with the understanding that this balance sheet reflects the financial status to the best of their ability. SUPPORT The Parties agree that the investment of time or labor with respect to personal service in the property of the other, or otherwise, will be deemed to have been made gratuitously, and without expectation or right of compensation, unless agreed to the contrary in writing. It is the intention of the Parties to forever release each other from any support obligations now and in the future, no matter how their circumstances may change. They will not apply now or in the future under any legislation for support. They each waive any rights they may have to proceed against the other under any law or statute for support and rely upon the law of contract to govern in respect of this issue. The Parties realize that their respective financial circumstances may be altered in the future by changes in their health, the cost of living, their employment, their marital status, the breakdown of their relationship, or otherwise. No such changes will give either Party the right to seek support under any legislation. It is understood by each Party that this Agreement represents a final disposition of all support issues between them. DIVISION OF LIVING EXPENSES Necessary and jointly approved living expenses shall be apportioned between the Parties as follows: The First Party shall contribute [PERCENT] per month. The Second Party shall contribute [PERCENT] per month. The Parties shall deposit their pro rata contributions monthly into the joint checking account of the Parties. Either Party may draw upon this checking account","Co-Habitation Agreement","5","https://templates.business-in-a-box.com/imgs/1000px/co-habitation-agreement-D12997.png","https://templates.business-in-a-box.com/imgs/250px/12997.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12997.xml",{"title":165,"description":6},"co-habitation agreement",[167,168],{"label":18,"url":95},{"label":18,"url":95},"co habitation agreement","/template/co-habitation-agreement-D12997",false,{"seo":173,"reviewer":184,"legal_disclaimer":188,"quick_facts":189,"at_a_glance":191,"personas":195,"variants":220,"glossary":248,"clauses":285,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":432,"comparisons":449,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":510,"classification":511},{"meta_title":174,"meta_description":175,"primary_keyword":176,"secondary_keywords":177},"Trademark Licensing Agreement Template | BIB","Free trademark licensing agreement template. Covers license scope, royalties, quality control, term, and termination.","trademark licensing agreement template",[178,179,180,181,182,183],"trademark licensing agreement free","trademark licensing agreement word","brand licensing agreement template","intellectual property license agreement","trademark license agreement pdf","trademark licensing contract template",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":190,"legal_review_recommended":188,"signature_required":188,"notarization_required":171},"advanced",{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Trademark Licensing Agreement is a legally binding contract in which a trademark owner (licensor) grants another party (licensee) the right to use a registered or common-law trademark — a brand name, logo, or slogan — under defined conditions. This free Word download covers license scope, royalties, quality control, term, renewal, and termination in a single professionally structured document you can edit online and export as PDF.\n","Use it whenever a business allows a third party to sell, manufacture, or distribute products or services under its brand — including franchising arrangements, co-branding deals, merchandise licensing, and distribution agreements that grant branded use rights.\n","Grant of license and exclusivity, permitted territory and channels, royalty structure and payment terms, quality control and approval procedures, term and renewal, infringement reporting obligations, indemnification, and termination conditions with post-termination obligations.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Brand owners and IP holders","Monetizing a registered trademark by licensing it to manufacturers or retailers","persona-brand-owner",{"title":201,"use_case":202,"icon_asset_id":203},"Franchise operators","Documenting the trademark rights granted to franchisees alongside a franchise agreement","persona-franchise-applicant",{"title":205,"use_case":206,"icon_asset_id":207},"Product manufacturers","Obtaining rights to produce and sell goods under a third-party brand","persona-manufacturer",{"title":209,"use_case":210,"icon_asset_id":211},"Startup founders","Licensing an established brand to accelerate market entry without building from scratch","persona-startup-founder",{"title":213,"use_case":214,"icon_asset_id":215},"Retail and e-commerce businesses","Securing rights to sell branded merchandise across specific channels or territories","persona-retailer",{"title":217,"use_case":218,"icon_asset_id":219},"Entertainment and media companies","Licensing character trademarks for merchandise, publishing, or promotional use","persona-agency",[221,225,229,233,236,240,244],{"situation":222,"recommended_template":223,"slug":224},"Granting rights in a specific country or region only","Trademark Licensing Agreement (Territorial)","trademark-licensing-agreement-D13458",{"situation":226,"recommended_template":227,"slug":228},"Licensing a trademark exclusively to a single licensee","Exclusive Trademark License Agreement","trademark-license-agreement-D5230",{"situation":230,"recommended_template":231,"slug":232},"Licensing to multiple licensees in the same market","Non-Exclusive Trademark License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":234,"recommended_template":117,"slug":235},"Bundling trademark rights with a full franchise system","franchise-agreement-D879",{"situation":237,"recommended_template":238,"slug":239},"Licensing both trademark and underlying technology together","Technology and IP License Agreement","ip-license-agreement-D13357",{"situation":241,"recommended_template":242,"slug":243},"Short-term promotional co-branding with another company","Co-Branding Agreement","co-branding-agreement-D746",{"situation":245,"recommended_template":246,"slug":247},"Licensing a trademark for a defined product category only","Product License Agreement","license-agreement-D1180",[249,252,255,258,261,264,267,270,273,276,279,282],{"term":250,"definition":251},"Licensor","The party that owns the trademark and grants another party the right to use it under the agreement's terms.",{"term":253,"definition":254},"Licensee","The party that receives the right to use the licensor's trademark within the scope defined by the agreement.",{"term":256,"definition":257},"Exclusive License","A grant that prevents the licensor from authorizing any other party — including itself — to use the trademark in the same territory and category.",{"term":259,"definition":260},"Non-Exclusive License","A grant that allows the licensor to issue the same rights to multiple licensees simultaneously in the same or overlapping territory.",{"term":262,"definition":263},"Royalty","A recurring fee paid by the licensee to the licensor, typically calculated as a percentage of net sales of licensed products or services.",{"term":265,"definition":266},"Quality Control","The licensor's contractual right to review and approve products, services, and marketing materials that bear its trademark, protecting brand standards and legal validity.",{"term":268,"definition":269},"Naked License","A trademark license that lacks adequate quality control provisions — a defect that can cause the licensor to lose trademark rights through abandonment.",{"term":271,"definition":272},"Sublicense","A right granted by the licensee to a third party to use the trademark, typically requiring prior written approval from the licensor.",{"term":274,"definition":275},"Territory","The geographic area — country, region, or list of countries — within which the licensee is permitted to use the trademark.",{"term":277,"definition":278},"Registered Trademark","A trademark that has been formally registered with a government intellectual property office, granting statutory rights and public notice of ownership.",{"term":280,"definition":281},"Goodwill","The reputational value and consumer recognition associated with a trademark, which must inure to the benefit of the licensor under a valid licensing arrangement.",{"term":283,"definition":284},"Termination for Cause","A provision allowing one party to end the agreement immediately upon a material breach by the other party, such as failure to pay royalties or loss of trademark registration.",[286,291,295,300,305,310,315,320,325,330],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Grant of License and Exclusivity","Defines exactly which trademark(s) are licensed, whether the grant is exclusive or non-exclusive, and which products or services the licensee may brand.","Licensor hereby grants to Licensee a [exclusive / non-exclusive], non-transferable license to use the Trademark identified in Schedule A solely in connection with the manufacture, marketing, and sale of [LICENSED PRODUCTS] during the Term.","Failing to attach a Schedule A listing every trademark registration number and jurisdiction. An ambiguous description of 'the brand' creates disputes about what is actually licensed when new marks are registered.",{"name":274,"plain_english":292,"sample_language":293,"common_mistake":294},"Specifies the geographic boundaries within which the licensee may use the trademark, preventing unauthorized expansion into unlicensed markets.","The license granted herein is limited to the following territory: [COUNTRY / REGION / LIST OF COUNTRIES] ('Territory'). Licensee shall not use the Trademark outside the Territory or facilitate sales outside the Territory.","Using loose geographic descriptions like 'North America' without specifying whether it includes Mexico. Vague territory definitions are frequently litigated when the licensee expands.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Term and Renewal","Sets the initial duration of the agreement, the conditions for renewal, and whether renewal is automatic or requires affirmative action by both parties.","This Agreement commences on [START DATE] and continues for an initial term of [X] years ('Initial Term'). It shall automatically renew for successive [X]-year terms unless either party provides written notice of non-renewal at least [90] days prior to the end of the then-current term.","Omitting minimum performance thresholds tied to renewal. An automatic renewal with no sales minimums locks the licensor into a long relationship with an underperforming licensee.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Royalties and Payment Terms","Establishes the royalty rate, the royalty base (e.g., net sales), payment frequency, reporting obligations, audit rights, and any minimum guaranteed royalty.","Licensee shall pay Licensor a royalty of [X]% of Net Sales of Licensed Products, payable quarterly within [30] days of each calendar quarter end. 'Net Sales' means gross invoice amounts less returns, allowances, and applicable taxes. Minimum annual royalty: $[AMOUNT].","Failing to define 'Net Sales' with sufficient specificity. Licensees may deduct freight, co-op advertising, or currency conversion losses unless these are explicitly excluded from the definition.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Quality Control and Approval","Requires the licensee to meet the licensor's brand standards and submit product samples, packaging, and marketing materials for approval before use — legally essential to prevent abandonment of the trademark.","Licensee shall submit representative samples of Licensed Products and all associated packaging and promotional materials to Licensor for written approval prior to any commercial use. Licensor shall respond within [15] business days; silence shall not constitute approval.","Treating quality control as a formality with no documented approval process. A trademark owner who cannot demonstrate active quality oversight risks a 'naked license' finding, which can invalidate the trademark entirely.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Sublicensing","States whether the licensee may grant sublicenses to third parties and, if so, under what conditions and with what licensor oversight.","Licensee shall not sublicense any rights granted under this Agreement without the prior written consent of Licensor. Any permitted sublicense must be in writing, incorporate quality control standards no less stringent than those in this Agreement, and terminate automatically upon termination of this Agreement.","Allowing sublicensing without requiring that sublicenses contain equivalent quality control obligations. Brand standards enforced at the licensee level but not passed down to sub-licensees undermine the licensor's trademark control.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Intellectual Property Ownership and Goodwill","Confirms that the licensor retains all ownership of the trademark and that any goodwill generated by the licensee's use inures to the benefit of the licensor — a legal requirement for trademark validity.","Licensee acknowledges that Licensor is the sole owner of the Trademark and all associated goodwill. Any goodwill arising from Licensee's use of the Trademark shall inure exclusively to the benefit of Licensor. Licensee shall not contest the validity of the Trademark or Licensor's ownership during or after the Term.","Omitting the goodwill-inurement clause. Without it, courts in some jurisdictions have found that long-term licensee use creates a co-ownership claim, particularly when the licensee invested heavily in brand development.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Infringement Reporting and Enforcement","Requires the licensee to promptly notify the licensor of any third-party infringement of the trademark and defines which party bears the cost and control of enforcement actions.","Licensee shall promptly notify Licensor of any actual or suspected infringement of the Trademark. Licensor shall have the first right, but not the obligation, to prosecute infringement. If Licensor elects not to act within [60] days, Licensee may take action with Licensor's written consent.","Giving the licensee unilateral enforcement rights without licensor approval. An enforcement action brought by a licensee that the licensor does not control can damage the trademark's scope or create unwanted precedents.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Indemnification","Allocates legal and financial responsibility between the parties — typically requiring the licensee to indemnify the licensor against claims arising from the licensee's products or conduct, and the licensor to indemnify for IP ownership disputes.","Licensee shall indemnify, defend, and hold harmless Licensor from any claims, losses, or damages arising from Licensee's use of the Trademark, Licensee's products, or Licensee's breach of this Agreement. Licensor shall indemnify Licensee against third-party claims that the Trademark infringes another party's intellectual property rights.","Using a one-way indemnification in favor of the licensor only. If the licensed trademark is later found to infringe a third-party mark, the licensee has no contractual remedy without a reciprocal licensor indemnity.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Termination and Post-Termination Obligations","Specifies the grounds for termination — including for cause, insolvency, or regulatory loss of trademark — and the licensee's obligations upon termination, such as ceasing use and destroying inventory.","Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and fails to cure within [30] days. Upon termination, Licensee shall immediately cease all use of the Trademark and, within [60] days, destroy or return all materials bearing the Trademark, providing written certification of destruction.","No sell-off period for existing inventory. A hard cutoff without a defined wind-down period leaves the licensee with unsaleable branded stock and creates disputes over product already in distribution channels.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify the parties and describe the trademark precisely","Enter the licensor's and licensee's full legal entity names and attach a Schedule A listing every trademark by registration number, jurisdiction, and class of goods or services.","Include both registered marks and any common-law marks used in commerce — failing to list a mark means it is not licensed and can be used by the licensee without authorization.",{"step":342,"title":343,"description":344,"tip":345},2,"Define the scope: exclusivity, territory, and licensed products","Choose exclusive or non-exclusive, specify the exact geographic territory with country codes, and list the precise product or service categories covered. Use trademark classification codes (Nice classes) for precision.","If you want to retain the right to use your own trademark in the licensee's territory, use a 'sole license' rather than an 'exclusive' grant — exclusive licenses typically bar the licensor too.",{"step":347,"title":348,"description":349,"tip":350},3,"Set the royalty rate, base, and minimum guarantee","Enter the royalty percentage, define Net Sales with all deductions listed explicitly, specify the payment frequency, and set an annual minimum guaranteed royalty that gives you a floor regardless of sales performance.","Industry royalty rates vary significantly by sector — consumer goods average 4–8%, entertainment and character licensing 10–15%, software and technology 15–25%. Research comparable deals before setting your rate.",{"step":352,"title":353,"description":354,"tip":355},4,"Draft the quality control procedures","Define the approval process for products, packaging, and marketing materials, the timeline for licensor responses, and the brand standards the licensee must follow. Reference a separate brand guidelines document if one exists.","Document every approval in writing and retain samples of approved products. This paper trail is your primary defense against a naked license challenge.",{"step":357,"title":358,"description":359,"tip":360},5,"Set the term and renewal conditions","Enter the initial term length, the notice period required for non-renewal, and any performance thresholds — minimum annual sales or royalties — that must be met for renewal to activate.","Short initial terms (1–2 years) with performance-gated renewals give you more leverage to renegotiate or exit a low-performing relationship.",{"step":362,"title":363,"description":364,"tip":365},6,"Address sublicensing, assignment, and change of control","State whether sublicensing is prohibited or requires consent, and include a change-of-control clause that terminates or requires licensor consent if the licensee is acquired.","Change-of-control clauses are especially important in brand licensing — you may not want your trademark used by a competitor that acquires your licensee.",{"step":367,"title":368,"description":369,"tip":370},7,"Complete the termination and wind-down provisions","Specify cure periods for material breach (typically 30 days), immediate termination triggers (insolvency, trademark challenge, regulatory action), and a sell-off period of 60–90 days for existing inventory.","Require the licensee to provide a written inventory of branded stock on the date of termination notice — this makes the wind-down audit straightforward.",{"step":372,"title":373,"description":374,"tip":375},8,"Execute before any use of the trademark begins","Both parties must sign before the licensee uses the trademark in any commercial context. Obtain signatures in counterpart if parties are in different locations, and retain a fully executed copy in your IP records.","Record the executed license with the relevant trademark office (e.g., USPTO, UKIPO) where registration is available — recordal provides constructive notice to third parties and strengthens enforceability.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Issuing a naked license with no quality control","US trademark law requires the licensor to exercise actual control over the quality of licensed goods. A license with no genuine quality oversight can be deemed a 'naked license,' which courts have used to find trademark abandonment — extinguishing the licensor's rights entirely.","Include a detailed quality control clause requiring pre-approval of products and marketing materials, retain written approvals on file, and conduct at least annual compliance reviews of the licensee's branded output.",{"mistake":382,"why_it_matters":383,"fix":384},"Failing to specify the licensed trademark by registration number","A vague reference to 'the brand' creates disputes about whether future trademark registrations, new logos, or international marks are included in the license — or whether the licensee can challenge the licensor's ownership of a specific mark.","Attach a Schedule A listing every mark by registration number, filing jurisdiction, and trademark class. Update the schedule by written amendment whenever new marks are registered.",{"mistake":386,"why_it_matters":387,"fix":388},"No minimum royalty or performance threshold","Without a minimum, a licensee can sit on an exclusive license and pay nothing while competitors are locked out — effectively blocking the licensor from revenue and the market.","Set an annual minimum guaranteed royalty and tie renewal rights to meeting a minimum net sales threshold. If minimums are not met, the licensor can convert an exclusive to a non-exclusive or terminate.",{"mistake":390,"why_it_matters":391,"fix":392},"Omitting a change-of-control clause","If the licensee is acquired by a competitor, the acquiring company inherits the trademark license — potentially giving a direct competitor the right to use your brand in its products.","Include a clause requiring the licensor's written consent for any assignment of the agreement, change of control of the licensee, or transfer arising from merger or acquisition.",{"mistake":394,"why_it_matters":395,"fix":396},"No sell-off period on termination","An immediate hard cutoff leaves the licensee with unsaleable branded inventory and distribution channel stock, creating a near-certain dispute over damages and brand materials still in the market.","Grant a 60–90 day sell-off period for existing finished goods inventory, subject to continued royalty payments on those sales and a prohibition on producing new branded product after the termination date.",{"mistake":398,"why_it_matters":399,"fix":400},"Allowing sublicensing without explicit quality control pass-through","If the licensee grants sublicenses to manufacturers or distributors without binding them to the same quality standards, the licensor's brand control breaks down at the sublicensee level — undermining the trademark's validity.","Prohibit sublicensing without written licensor consent and require any permitted sublicense to incorporate quality control obligations at least as stringent as those in the main agreement, with the licensor named as a third-party beneficiary.",[402,405,408,411,414,417,420,423,426,429],{"question":403,"answer":404},"What is a trademark licensing agreement?","A trademark licensing agreement is a legally binding contract in which a trademark owner (licensor) grants another party (licensee) the right to use a trademark — a brand name, logo, or slogan — in connection with specific products or services, in a defined territory, and for a defined period. The licensor retains ownership of the mark while the licensee pays royalties and operates within the quality and conduct standards the licensor sets. Without this agreement, any use of the trademark by a third party is unauthorized and potentially infringing.\n",{"question":406,"answer":407},"What is the difference between an exclusive and non-exclusive trademark license?","An exclusive license grants the licensee sole rights in the specified territory and product category — barring the licensor from granting the same rights to anyone else, and typically even from using the mark itself in that scope. A non-exclusive license allows the licensor to grant identical rights to multiple licensees simultaneously. Exclusive licenses typically command higher royalty rates or guaranteed minimums because the licensee is taking on market risk alone. Choose exclusivity carefully; it limits your flexibility for the full term.\n",{"question":409,"answer":410},"Why is quality control so important in a trademark license?","Quality control is not just a commercial preference — it is a legal requirement for trademark validity in most jurisdictions, particularly the United States. A licensor who fails to exercise genuine control over how its trademark is used risks a finding of 'naked licensing,' which courts have used to declare the trademark abandoned. This means the licensor could lose the trademark entirely. Quality control provisions should include pre-approval of products and materials, ongoing audit rights, and documented compliance reviews.\n",{"question":412,"answer":413},"Do I need to register a trademark before I can license it?","Registration is not legally required to license a trademark in most jurisdictions — common-law trademarks arising from actual use in commerce can be licensed. However, a registered trademark provides significantly stronger protection: it gives constructive notice to third parties, creates a presumption of validity, and allows the licensor to record the license agreement with the trademark office for public notice. For cross-border licensing, registration in each relevant country is strongly recommended.\n",{"question":415,"answer":416},"What royalty rate is typical for a trademark license?","Royalty rates vary substantially by industry and the strength of the trademark. Consumer goods and apparel typically range from 4–8% of net sales. Entertainment and character licensing commonly runs 10–15%. Software and technology brands may command 15–25%. Rates also depend on exclusivity (exclusive licenses typically carry lower percentage rates offset by minimum guarantees), territory, and the licensee's distribution strength. Review comparable industry benchmarks and consider engaging a valuation professional for high-value brands.\n",{"question":418,"answer":419},"Can a trademark license be terminated early?","Yes, most trademark licenses include termination for cause provisions allowing either party to end the agreement if the other commits a material breach and fails to cure within a defined period — typically 30 days. Common cause events include non-payment of royalties, breach of quality standards, insolvency, or a challenge by the licensee to the validity of the trademark. Some agreements also include termination for convenience with a longer notice period, though licensors granting exclusive rights are generally reluctant to offer this.\n",{"question":421,"answer":422},"What happens to branded inventory when a trademark license terminates?","Upon termination, the licensee is generally required to immediately cease all production of branded goods and to destroy or return materials bearing the trademark within a specified period — typically 30–60 days — with written certification of destruction. Most agreements include a sell-off period, often 60–90 days, during which the licensee may sell existing finished goods inventory with continued royalty obligations. Any stock not sold within the sell-off period must be destroyed or transferred to the licensor.\n",{"question":424,"answer":425},"Does a trademark license need to be recorded with the trademark office?","Recordal is not mandatory in most jurisdictions but is strongly advisable. In the United States, recording a trademark license with the USPTO provides constructive notice to third parties and can be important in priority disputes. In the EU and UK, recorded licenses are enforceable against subsequent transferees of the trademark. In Canada, unrecorded licenses may create complications if the trademark is later assigned. The cost of recordal is low relative to the legal certainty it provides.\n",{"question":427,"answer":428},"What is the risk of allowing sublicensing without restrictions?","Unrestricted sublicensing creates several serious risks: the licensor loses visibility into who is actually using the trademark; sublicensees may not be bound by the same quality standards; and the licensor's ability to enforce brand consistency — required to maintain trademark validity — is undermined. Courts have held that a licensor cannot rely on a licensee to exercise quality control on the licensor's behalf. Any permitted sublicense should require the licensor's written consent and bind the sublicensee to equivalent quality and conduct obligations.\n",{"question":430,"answer":431},"Do I need a lawyer to draft a trademark licensing agreement?","For most trademark licensing arrangements, a high-quality template is a sound starting point. Engaging a trademark attorney is advisable when the licensed trademark is a core business asset, the license is exclusive, royalties are material (above $50,000 annually), the arrangement involves multiple jurisdictions, or the licensee is being granted rights to use the mark on physical products with consumer safety implications. Attorney review typically costs $500–$2,000 for a straightforward license and $3,000–$8,000 for complex international or exclusive arrangements.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Consumer Goods and Retail","industry-retail","Licensors grant rights to manufacturers to produce branded apparel, accessories, or homeware, with per-unit royalties and seasonal approval cycles for new product lines.",{"industry":438,"icon_asset_id":439,"specifics":440},"Entertainment and Media","industry-marketing","Character and franchise trademarks are licensed for merchandise, video games, and promotional tie-ins, typically with advance royalties against a percentage of net sales and strict brand-usage guidelines.",{"industry":442,"icon_asset_id":443,"specifics":444},"Food and Beverage","industry-food-beverage","Restaurant and consumer brand trademarks are licensed to co-packers, regional distributors, or ghost kitchen operators, with quality control provisions covering recipe compliance, sourcing standards, and packaging approval.",{"industry":446,"icon_asset_id":447,"specifics":448},"Technology and SaaS","industry-saas","Software companies license brand marks alongside APIs or SDKs, requiring co-branded product approval, restrictions on how the mark appears relative to the licensee's own brand, and immediate termination triggers tied to certification status.",[450,453,457,460],{"vs":117,"vs_template_id":451,"summary":452},"franchise-agreement-D13458","A franchise agreement bundles trademark rights with a full operating system — including procedures, supplier relationships, training, and ongoing support — and is subject to pre-sale disclosure regulations in the US, Canada, and Australia. A trademark licensing agreement grants only the right to use the mark under quality controls, without the comprehensive operational framework. Use a franchise agreement when the licensor is providing a replicable business model; use a trademark license when the grant is limited to brand use on specified products or services.",{"vs":454,"vs_template_id":455,"summary":456},"Brand Ambassador Agreement","D{BRAND_AMBASSADOR_ID}","A brand ambassador agreement engages an individual to promote a brand in exchange for compensation, typically without granting any intellectual property rights to the ambassador. A trademark licensing agreement grants a legal right to use the mark commercially — to manufacture, sell, or distribute branded goods. Brand ambassadors represent the brand; trademark licensees commercialize it.",{"vs":242,"vs_template_id":458,"summary":459},"D{CO_BRANDING_ID}","A co-branding agreement covers a mutual arrangement in which two brands appear together on a product or campaign, with each party retaining ownership of its own marks and both parties granting limited rights to the other. A trademark licensing agreement is a one-directional grant from licensor to licensee. Use co-branding when both parties are contributing brand equity; use a trademark license when one party is the sole brand owner and the other is a commercial operator.",{"vs":461,"vs_template_id":462,"summary":463},"IP Assignment Agreement","D{IP_ASSIGNMENT_ID}","An IP assignment agreement permanently transfers ownership of a trademark from one party to another — after execution, the original owner has no rights. A trademark licensing agreement grants usage rights while the licensor retains ownership indefinitely. Choose an assignment when the brand is being sold as part of a business sale or divestiture; choose a license when the owner wants to monetize the mark while retaining long-term control.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Non-exclusive licenses for lower-value marks, single-territory arrangements, or internal brand extensions with affiliated entities","Free","30–60 minutes",{"best_for":470,"cost":471,"time":472},"Exclusive licenses, royalties above $50,000 annually, multi-territory arrangements, or licenses covering consumer products with safety implications","$500–$2,000","3–7 days",{"best_for":474,"cost":475,"time":476},"International licensing programs, franchise-adjacent arrangements, entertainment or celebrity brand licensing, or where the trademark is a primary business asset","$3,000–$8,000+","2–6 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","US trademark law under the Lanham Act requires licensors to exercise genuine quality control over licensees or risk a 'naked license' finding that can result in trademark abandonment. Non-exclusive licenses do not need to be recorded with the USPTO, but recordal is advisable for exclusive licenses and provides constructive notice. State franchise disclosure laws may apply if the license is combined with a fee and a business system, triggering FTC Franchise Rule requirements.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Under the Canadian Trademarks Act, a license must be in writing and the licensor must control the character or quality of the goods or services to avoid losing rights. Trademark licenses can be recorded with the Canadian Intellectual Property Office (CIPO). Provincial franchise legislation in Ontario, Alberta, British Columbia, and others may apply if the arrangement involves a fee and the right to sell goods or services associated with the licensor's trademark, triggering disclosure obligations under those statutes.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","UK trademark licenses may be recorded on the UK Intellectual Property Office (UKIPO) register and are enforceable against third parties once recorded. The Trade Marks Act 1994 distinguishes between exclusive and non-exclusive licensees, granting exclusive licensees broader rights to bring infringement proceedings. Post-Brexit, EU trademark licenses no longer automatically extend to the UK — separate UK license terms and recordal are required for marks originating from EU registrations.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","EU trademark licenses can be recorded with the European Union Intellectual Property Office (EUIPO) for a single registration covering all member states. The EU Trademark Regulation (2017/1001) permits exclusive, non-exclusive, and territorial licenses. Recordal provides third-party enforceability. GDPR considerations apply when licensees collect consumer data on behalf of the brand — a data processing addendum may be required alongside the trademark license.",[499,500,501,235,502,503,504,505,506,507,508,509],"technology-licensing-agreement-D13434","non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","distribution-agreement-D12544","cease-and-desist-letter-D12916","co-habitation-agreement-D12997","service-agreement-D12711","independent-contractor-agreement-D160","letter-of-intent_acquisition-of-business-D5197","confidentiality-agreement-D950","trademark-license-and-royalty-agreement-D970",{"emit_how_to":188,"emit_defined_term":188},{"primary_folder":95,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":522},"intellectual-property-and-licensing","agreement","general","all-stages",[517,518,519,520,521],"intellectual-property","trademark-licensing","licensing-agreement","royalties","brand-protection",0.95,"\u003Ch2>What is a Trademark Licensing Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Trademark Licensing 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 registered or common-law trademark in connection with specified products or services, in a defined territory, and for a defined period. The licensor retains full ownership of the mark throughout; the agreement creates a permission structure, not a transfer of title. In exchange for usage rights, the licensee typically pays ongoing royalties calculated as a percentage of net sales, adheres to brand quality standards set by the licensor, and operates within the geographic and product-category boundaries the agreement defines. Trademark licensing is the mechanism behind virtually every branded franchise, co-manufactured consumer product, and character merchandise program in commerce.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Allowing a third party to use your trademark without a written agreement puts your ownership of that mark at risk. In the United States and most common-law jurisdictions, a licensor who cannot demonstrate active quality control over how its trademark is used faces a "naked license" finding — a legal determination that the mark has been abandoned, stripping the licensor of all rights. Beyond the abandonment risk, an undocumented licensing arrangement leaves royalties uncollectable, territory boundaries unenforceable, and post-termination obligations undefined. When the relationship breaks down — and without a contract, it will — you have no mechanism to compel the former licensee to stop using your brand, pull branded inventory from shelves, or pay arrears. A properly executed Trademark Licensing Agreement establishes the rules before use begins, preserves the legal validity of your trademark, and gives you enforceable remedies if those rules are broken.\u003C/p>\n",1778773521759]