Trademark License Agreement For Software

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 effective as of {{effective_date}} (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”).

Collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of the trademark(s) listed in Schedule A attached hereto and incorporated by reference (the “Licensed Marks”), which are registered in {{trademark_registration_country}} under registration number(s) {{trademark_registration_number}}.

WHEREAS, Licensor has developed and owns certain software applications/products described in Schedule B attached hereto (the “Licensed Software”).

WHEREAS, Licensee desires to obtain a license to use the Licensed Marks in connection with the marketing, distribution, and sale of the Licensed Software, and Licensor is willing to grant such a license subject to the terms and conditions set forth herein.

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 Marks solely in connection with the marketing, advertising, promotion, distribution, and sale of the Licensed Software within the territory of {{territory}} (the “Territory”).

1.2. Licensee shall not use the Licensed Marks for any other purpose without the prior written consent of Licensor.

1.3. Licensee acknowledges that its use of the Licensed Marks shall inure solely to the benefit of the Licensor and that Licensee shall not acquire any right, title, or interest in the Licensed Marks other than the license granted herein.

QUALITY CONTROL

2.1. Licensee agrees that the nature and quality of all goods and services rendered in connection with the Licensed Marks, and all advertising, promotional and other related uses of the Licensed Marks, shall conform to standards set by Licensor.

2.2. Licensee shall provide Licensor with samples of all materials bearing the Licensed Marks, including software packaging, marketing collateral, and website content, for Licensor’s approval prior to their first use. Licensor shall have the right to inspect Licensee’s use of the Licensed Marks at any time to ensure compliance with this Agreement.

2.3. Should Licensor determine that Licensee’s use of the Licensed Marks does not meet the specified quality standards, Licensee shall promptly take all necessary steps to rectify such non-compliance upon written notice from Licensor.

ROYALTIES AND PAYMENTS

3.1. In consideration for the license granted herein, Licensee shall pay to Licensor a royalty of {{royalty_percentage}}% of the net sales generated from the Licensed Software sold under the Licensed Marks.

3.2. “Net Sales” shall mean the gross revenue received by Licensee from the sale of the Licensed Software, less any applicable sales taxes, returns, and discounts.

3.3. Royalty payments shall be made on a {{payment_frequency}} basis, within {{payment_days}} days after the end of each {{payment_period}}.

3.4. Licensee shall provide Licensor with a detailed statement of net sales for each payment period, along with the corresponding royalty payment. All payments shall be made in {{currency}} to the account specified by Licensor.

3.5. Licensor shall have the right, upon reasonable notice, to audit Licensee’s books and records pertaining to the sale of the Licensed Software and calculation of royalties.

TERM AND TERMINATION

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

4.2. 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 any provision of this Agreement by the other Party, provided that such breach remains uncured after {{cure_period}} days following receipt of written notice thereof.

4.3. Licensor may terminate this Agreement immediately upon written notice to Licensee if Licensee becomes insolvent, files for bankruptcy, or ceases to conduct its business in the ordinary course.

INDEMNIFICATION

5.1. Licensee shall indemnify, defend, and hold harmless 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 Licensee’s use of the Licensed Marks, or any breach of this Agreement by Licensee.

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 the {{arbitration_institution}}.

6.3. The seat of the arbitration shall be {{arbitration_city}}, and the language of the arbitration shall be English.

GENERAL PROVISIONS

7.1. 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 and understandings, whether written or oral, relating to such subject matter.

7.2. Amendments. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

7.3. Notices. All notices and 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, to the addresses set forth above.

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

Signature Block

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

LICENSOR:

{{licensor_company_name}}

By: _____________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

LICENSEE:

{{licensee_company_name}}

By: _____________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}