Trademark License Agreement For Software

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Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Trademark License Agreement For Software

This Trademark License Agreement (the "Agreement") is made and entered into as of {{effective_date}} (the "Effective Date"), By and Between:

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

AND

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

Licensor and Licensee are hereinafter collectively referred to as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of the trademark(s) more fully described in Schedule A attached hereto (the "Licensed Mark(s)"), which are used in connection with the software product(s) known as "{{software_name}}" (the "Software");

WHEREAS, Licensee desires to obtain a license to use the Licensed Mark(s) in connection with the marketing, distribution, and sale of the Software in the Territory, and Licensor is willing to grant such a license subject to the terms and conditions hereinafter set forth.

1. GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Licensed Mark(s) solely in connection with the marketing, advertising, distribution, and sale of the Software in the geographical area of {{territory}} (the "Territory").

1.2. Licensee acknowledges that it shall not acquire any ownership interest in the Licensed Mark(s) by virtue of this Agreement or its use of the Licensed Mark(s). All goodwill generated from the use of the Licensed Mark(s) shall inure solely to the benefit of Licensor.

2. TERM AND TERMINATION

2.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term_years}} ({{initial_term_years_words}}) years, unless terminated earlier in accordance with the provisions of this Agreement.

2.2. Either Party may terminate this Agreement upon 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 the said notice period.

2.3. Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed Mark(s) and shall remove all references to the Licensed Mark(s) from its marketing materials, websites, and other collateral.

3. QUALITY CONTROL

3.1. Licensee agrees that the nature and quality of all goods and services rendered in connection with the Licensed Mark(s) shall conform to the standards set by Licensor.

3.2. Licensee shall provide Licensor with samples of all advertising, promotional, and packaging materials bearing the Licensed Mark(s) for Licensor's prior written approval, which approval shall not be unreasonably withheld or delayed.

4. LICENSE FEES AND ROYALTIES

4.1. In consideration for the license granted herein, Licensee shall pay to Licensor a one-time upfront license fee of {{upfront_fee_currency}} {{upfront_fee_amount}} on or before {{upfront_fee_due_date}}.

4.2. In addition, Licensee shall pay to Licensor a royalty of {{royalty_percentage}}% of the net sales of the Software occurring within the Territory. "Net Sales" shall mean gross sales less returns, allowances, and sales taxes.

4.3. Royalties shall be paid on a {{reporting_period}} basis, within {{payment_days}} days after the end of each reporting period. Each payment shall be accompanied by a detailed statement of Net Sales for that period.

5. INDEMNIFICATION

5.1. Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Licensee's use of the Licensed Mark(s) or any breach of this Agreement by Licensee.

5.2. Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any third-party claim that the Licensed Mark(s) infringe upon any intellectual property rights of such third party.

6. GOVERNING LAW AND DISPUTE RESOLUTION

6.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, without regard to its conflict of laws principles.

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

6.3. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

7. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

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

Signature Block

FOR LICENSOR:

_____________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

FOR LICENSEE:

_____________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}