Trademark Licensing Agreement

LICENSOR'S LETTERHEAD

{{company_name}}

{{company_address}}

Tel: {{phone}}

Email: {{email}}

Website: {{website}}

TRADEMARK LICENSING AGREEMENT

This TRADEMARK LICENSING AGREEMENT ('Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}} ('Effective Date'), by and between:

{{licensor_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_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 'Party'.

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of the trademark(s) specified in Schedule A attached hereto and forming an integral part of this Agreement (hereinafter referred to as the 'Trademark');

WHEREAS, Licensee desires to obtain a license from Licensor to use the Trademark in connection with the goods and/or services specified in Schedule B attached hereto (hereinafter referred to as the 'Licensed Products/Services'); and

WHEREAS, Licensor is willing to grant such a license to Licensee, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties agree as follows:

GRANT OF LICENSE

1.1. Licensor hereby grants to Licensee, and Licensee hereby accepts, a {{exclusive/non-exclusive}}, {{assignable/non-assignable}}, {{sublicensable/non-sublicensable}} license to use the Trademark solely in connection with the marketing, distribution, and sale of the Licensed Products/Services within the territory of {{territory}} (hereinafter referred to as the 'Territory').

1.2. The term of this license shall commence on the Effective Date and shall continue for a period of {{term_length}} years/months, unless terminated earlier in accordance with the provisions of this Agreement.

1.3. Licensee shall not use the Trademark for any purposes other than those expressly permitted herein, nor shall Licensee use any other trademark or trade name that is confusingly similar to the Trademark without the prior written consent of Licensor.

ROYALTIES AND PAYMENTS

2.1. In consideration for the license granted herein, Licensee shall pay to Licensor a royalty of {{royalty_percentage}}% of the net sales of the Licensed Products/Services.

2.2. 'Net sales' shall mean the gross sales price of the Licensed Products/Services, less any returns, allowances, and sales taxes.

2.3. Royalty payments shall be made on a {{monthly/quarterly/annually}} basis, within {{days}} days after the end of each {{month/quarter/year}}.

2.4. Licensee shall provide Licensor with a detailed statement of net sales along with each royalty payment.

QUALITY CONTROL

3.1. Licensee acknowledges the importance of maintaining the reputation and goodwill associated with the Trademark.

3.2. Licensee agrees to maintain the highest standards of quality in the manufacture, marketing, and distribution of the Licensed Products/Services.

3.3. Licensor shall have the right, upon reasonable notice, to inspect Licensee’s facilities and to review samples of the Licensed Products/Services to ensure compliance with quality standards.

3.4. Licensee shall promptly implement any reasonable corrective actions requested by Licensor with respect to the quality of the Licensed Products/Services.

OWNERSHIP OF TRADEMARK

4.1. Licensee acknowledges and agrees that all rights, title, and interest in and to the Trademark, including any goodwill associated therewith, shall remain solely with Licensor.

4.2. Licensee shall not, at any time during or after the term of this Agreement, challenge the validity of the Trademark or Licensor's ownership thereof.

4.3. All use of the Trademark by Licensee shall inure solely to the benefit of Licensor.

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 Trademark or the manufacture, marketing, or distribution of the Licensed Products/Services.

TERMINATION

6.1. This Agreement may be terminated by either Party upon {{days}} days' written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within the notice period.

6.2. Licensor may terminate this Agreement immediately upon written notice to Licensee if: (a) Licensee files for bankruptcy or becomes insolvent; or (b) Licensee attempts to assign or sublicense the Trademark without the prior written consent of Licensor.

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

GOVERNING LAW AND DISPUTE RESOLUTION

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

7.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the {{arbitration_institution}}.

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

7.4. The language of the arbitration shall be English.

GENERAL PROVISIONS

8.1. 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, understandings, and representations, whether oral or written.

8.2. Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

8.3. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or by reputable overnight courier service, to the addresses set forth above.

8.4. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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

SIGNATURES

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}}