Trade Mark License License Agreement_Long Form

LICENSOR LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

TRADE MARK LICENSE AGREEMENT (LONG FORM)

This Trade Mark License Agreement (hereinafter referred to as the “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}} (the “Effective Date”),

BETWEEN:

{{Licensor_Company_Name}}, a company duly incorporated under the laws of {{Country_of_Incorporation}}, with its registered office located at {{Licensor_Address}} (hereinafter referred to as “Licensor”);

AND

{{Licensee_Company_Name}}, a company duly incorporated under the laws of {{Country_of_Incorporation}}, with its registered office located 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 registered owner of the trademark(s) more fully described in Schedule A hereto (the “Licensed Marks”);

WHEREAS, Licensee desires to obtain a license to use the Licensed Marks in connection with the goods and/or services specified in Schedule B hereto (the “Licensed Products/Services”);

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

GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive/exclusive, non-transferable, non-sublicensable license to use the Licensed Marks in the Territory of {{Territory}} in connection with the advertising, promotion, manufacture, distribution, and sale of the Licensed Products/Services.

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

1.3. Licensee acknowledges that all rights, title, and interest in and to the Licensed Marks remain solely with the Licensor, and Licensee shall not at any time acquire any rights in the Licensed Marks by virtue of this Agreement or its use of the Licensed Marks.

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 (or a fixed fee of {{Fixed_Fee_Amount}} {{Currency}} per annum).

2.2. Royalties shall be calculated and paid on a {{Payment_Frequency}} basis, within {{Days_to_Pay}} days after the end of each {{Payment_Period}}.

2.3. Licensee shall keep accurate records of all sales of Licensed Products/Services, and Licensor shall have the right, upon reasonable notice, to audit such records.

QUALITY CONTROL

3.1. Licensee agrees to maintain the highest quality standards for the Licensed Products/Services and to use the Licensed Marks in a manner that will not diminish the goodwill associated with them.

3.2. Licensee shall submit samples of the Licensed Products/Services bearing the Licensed Marks to Licensor for approval prior to commercial distribution. Licensor shall have the right to inspect Licensee’s facilities and production methods to ensure compliance with quality standards.

INFRINGEMENT

4.1. Licensee shall promptly notify Licensor of any known or suspected infringement of the Licensed Marks. Licensor shall have the sole right, but not the obligation, to take action against such infringement.

4.2. Licensee shall cooperate fully with Licensor in any action taken by Licensor to protect the Licensed Marks.

TERMINATION

5.1. This Agreement may be terminated by either Party in the event of a material breach by the other Party, provided that the breaching Party fails to cure such breach within {{Cure_Period_Days}} days of receiving written notice thereof.

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

GOVERNING LAW AND DISPUTE RESOLUTION

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

6.2. Any dispute arising out of or in connection with this Agreement shall be submitted to arbitration in accordance with the rules of the {{Arbitration_Institution}} in {{Arbitration_City}}, {{Arbitration_Country}}.

ENTIRE AGREEMENT

7.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.

LICENSOR:

_____________________________

By: {{Licensor_Signatory_Name}}

Title: {{Licensor_Signatory_Title}}

Date: {{Licensor_Signature_Date}}

LICENSEE:

_____________________________

By: {{Licensee_Signatory_Name}}

Title: {{Licensee_Signatory_Title}}

Date: {{Licensee_Signature_Date}}