Trademark License Agreement For Software

LICENSOR LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{company_phone}}

Email: {{company_email}}

Website: {{company_website}}

TRADEMARK LICENSE AGREEMENT FOR SOFTWARE

This Trademark License Agreement (the "Agreement") is made and entered into effective as of this {{day}} day of {{month}}, {{year}} (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 owner of the trademark(s) listed in Schedule A attached hereto (the "Licensed Trademarks");

WHEREAS, Licensee desires to obtain a license to use the Licensed Trademarks in connection with the software specified in Schedule B attached hereto (the "Licensed Software");

WHEREAS, Licensor is willing to grant such a license to Licensee, 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 license to use the Licensed Trademarks solely in connection with the marketing, distribution, and sale of the Licensed Software within the territory of {{territory}} (the "Territory").

1.2. Licensee shall use the Licensed Trademarks only in the form and manner approved by Licensor in writing, and strictly in accordance with Licensor's brand guidelines, which may be updated from time to time.

1.3. Licensee acknowledges that it obtains no title or ownership rights in the Licensed Trademarks, other than the license rights specifically granted herein.

QUALITY CONTROL

2.1. Licensee agrees that the nature and quality of all goods, services, advertising, and promotional materials offered or provided by Licensee in connection with the Licensed Trademarks shall conform to the standards set by Licensor.

2.2. Licensor shall have the right to inspect and monitor Licensee's use of the Licensed Trademarks and the quality of the Licensed Software and related materials to ensure compliance with this Agreement. Licensee shall provide samples of its use of the Licensed Trademarks upon Licensor's request.

LICENSE FEES AND ROYALTIES

3.1. In consideration for the license granted herein, Licensee shall pay Licensor a license fee of {{license_fee_amount}} ({{currency}}) upon the Effective Date.

3.2. In addition, Licensee shall pay Licensor a royalty of {{royalty_percentage}}% of the net sales price of all Licensed Software sold or distributed by Licensee bearing the Licensed Trademarks. Royalties shall be calculated and paid {{payment_frequency}} (e.g., quarterly, semi-annually) within {{days_due}} days after the end of each period, accompanied by a detailed statement of sales.

TERM AND TERMINATION

4.1. 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.

4.2. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within {{cure_period}} days after receiving written notice thereof.

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 Trademarks or the Licensed Software, except to the extent caused by the gross negligence or wilful misconduct of Licensor.

5.2. Licensor shall indemnify, defend, and hold harmless Licensee from and against any claims that Licensee's use of the Licensed Trademarks in accordance with the terms of this Agreement infringes any third-party trademark rights; provided that Licensee promptly notifies Licensor of such claim and cooperates with Licensor in the defense thereof.

GOVERNING LAW AND DISPUTE RESOLUTION

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

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

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.

SIGNATURES

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

LICENSOR:

_____________________________

By: {{licensor_authorised_signatory}}

Title: {{licensor_signatory_title}}

LICENSEE:

_____________________________

By: {{licensee_authorised_signatory}}

Title: {{licensee_signatory_title}}

SCHEDULE A: LICENSED TRADEMARKS

List of Licensed Trademarks:

1. {{trademark_1}} (Registration Number: {{trademark_1_reg_number}})

2. {{trademark_2}} (Registration Number: {{trademark_2_reg_number}})

...

SCHEDULE B: LICENSED SOFTWARE

Description of Licensed Software:

Product Name: {{software_product_name}}

Version: {{software_version}}

Features: {{software_features}}

...