Trademark License Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement (hereinafter referred to as the “Agreement”) is made and entered into this {{day}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

{{licensor_company_name}}, a company duly incorporated under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}} (hereinafter referred to as the “Licensor”); and

{{licensee_company_name}}, a company duly incorporated under the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}} (hereinafter referred to as the “Licensee”).

1. DEFINITIONS

1.1. "Licensed Marks" shall mean the trademarks, service marks, trade names, logos, designs, and other source-identifying indicia specified in Schedule A attached hereto.

1.2. "Licensed Products/Services" shall mean the goods and/or services specified in Schedule B attached hereto, in connection with which the Licensed Marks are to be used.

1.3. "Territory" shall mean {{territory}}.

2. GRANT OF LICENSE

2.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a {{exclusive_or_non_exclusive}} license to use the Licensed Marks solely in connection with the marketing, advertising, sale, and distribution of the Licensed Products/Services within the Territory, during the Term of this Agreement.

2.2. The Licensee shall not use the Licensed Marks for any purpose other than as expressly permitted herein without the prior written consent of the Licensor.

3. TERM AND TERMINATION

3.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{term_duration}} (the “Initial Term”), unless terminated earlier in accordance with the provisions of this Agreement.

3.2. Either Party may terminate this Agreement by providing {{notice_period}} days’ written notice to the other Party in the event of a material breach of this Agreement by the other Party, which breach is not cured within such notice period.

3.3. Upon termination of this Agreement, the Licensee shall immediately cease all use of the Licensed Marks and shall return to the Licensor all materials bearing the Licensed Marks.

4. ROYALTIES AND PAYMENTS

4.1. In consideration for the license granted herein, the Licensee shall pay to the Licensor a royalty of {{royalty_percentage}}% of the net sales of the Licensed Products/Services (the “Royalties”).

4.2. Royalties shall be calculated and paid {{payment_frequency}} (e.g., monthly, quarterly) within {{payment_due_days}} days after the end of each {{payment_period_unit}}.

4.3. The Licensee shall provide the Licensor with detailed statements of net sales along with each royalty payment.

5. QUALITY CONTROL

5.1. The Licensee acknowledges the importance of maintaining the reputation and goodwill associated with the Licensed Marks and agrees to use the Licensed Marks only in connection with Licensed Products/Services that meet the quality standards specified by the Licensor in Schedule C.

5.2. The Licensor shall have the right to inspect and approve samples of the Licensed Products/Services and associated marketing materials prior to their distribution or use.

6. INDEMNIFICATION

6.1. The Licensee agrees to indemnify, defend, and hold harmless the Licensor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the Licensee’s use of the Licensed Marks or the Licensed Products/Services, or any breach of this Agreement by the Licensee.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

7.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

Signatures

IN WITNESS WHEREOF, the Parties hereto have executed this Trademark License Agreement as of the Effective Date.

LICENSOR:

_________________________ Date: _________________________

By: {{licensor_ signatory_name}}

Title: {{licensor_signatory_title}}

LICENSEE:

_________________________ Date: _________________________

By: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}