Trademark License Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Trademark License Agreement

This Trademark License Agreement ('Agreement') is made and entered into on this the {{day}} day of {{month}}, {{year}} (the 'Effective Date'),

BY AND BETWEEN:

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

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

Recitals

WHEREAS, the Licensor is the sole and exclusive owner of the trademark(s) listed in Schedule A attached hereto (the 'Licensed Marks');

WHEREAS, the Licensor has the right to license the use of the Licensed Marks;

WHEREAS, the Licensee desires to obtain a license to use the Licensed Marks in connection with the products/services described in Schedule B (the 'Licensed Products/Services');

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

Grant of License

Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a {{exclusive/non-exclusive}}, {{territory}}-wide, {{royalty_bearing/royalty_free}} license to use the Licensed Marks in connection with the marketing, advertising, distribution, and sale of the Licensed Products/Services.

The Licensee acknowledges that it does not acquire any ownership rights in the Licensed Marks through this Agreement.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue for a period of {{term_years}} years, unless terminated earlier in accordance with the provisions hereof.

Either Party may terminate this Agreement by providing {{notice_period_days}} 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 notice period.

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.

Royalties and Payments

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. Payments shall be made on a {{monthly/quarterly/annually}} basis, within {{payment_due_days}} days after the end of each {{payment_period}}.

The Licensee shall maintain accurate records of all sales of Licensed Products/Services and shall provide the Licensor with access to such records upon reasonable notice.

Quality Control

The Licensee agrees to maintain the highest standards of quality for the Licensed Products/Services and to ensure that their use of the Licensed Marks is in accordance with the Licensor's brand guidelines, as provided to the Licensee from time to time.

Indemnification

The Licensee shall indemnify and hold harmless the Licensor, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Licensee's use of the Licensed Marks or its breach of this Agreement.

Governing Law and Dispute Resolution

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

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 the {{arbitration_institution}}.

Signatures

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

LICENSOR:

___________________________

By: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

LICENSEE:

___________________________

By: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}