Trademark Licensing Agreement

{{company_name}}

{{company_address}}

Phone: {{company_phone}}

Email: {{company_email}}

Website: {{company_website}}

TRADEMARK LICENSING AGREEMENT

This Trademark Licensing Agreement ("Agreement") is made and entered into as of {{effective_date}} ("Effective Date"), by and between:

LICENSOR: {{licensor_company_name}}, a company duly organized and existing under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}}.

LICENSEE: {{licensee_company_name}}, a company duly organized and existing under the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}}.

Collectively referred to as the “Parties.”

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of the trademark(s) listed in Schedule A attached hereto and incorporated by reference (hereinafter referred to as the "Licensed Marks");

WHEREAS, Licensee desires to obtain a license to use the Licensed Marks in connection with the {{goods_services_description}} as further defined herein (the "Licensed Products/Services");

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

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

1. GRANT OF LICENSE

1.1. Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive/exclusive (choose one) license to use the Licensed Marks in connection with the advertising, promotion, distribution, and sale of the Licensed Products/Services within the territory of {{territory}} ("Territory"), for the Term of this Agreement.

1.2. The Licensee shall only use the Licensed Marks in the form and manner approved by the Licensor in writing, and for no other purpose without the express prior written consent of the Licensor.

2. TERM AND TERMINATION

2.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial period of {{initial_term_years}} years, unless terminated earlier as provided herein ("Term").

2.2. This Agreement may be renewed for successive {{renewal_term_years}} year periods upon mutual written agreement of the Parties.

2.3. Either Party may terminate this Agreement upon {{notice_period_days}} days' prior written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within the said notice period.

3. ROYALTIES AND PAYMENT TERMS

3.1. 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 (the "Royalties"). "Net Sales" shall mean gross sales less returns, allowances, and sales taxes.

3.2. Royalties shall be paid quarterly, within {{payment_due_days}} days after the end of each calendar quarter. Each payment shall be accompanied by a detailed statement of net sales for the preceding quarter.

3.3. All payments shall be made in {{currency}} to the bank account specified by Licensor.

4. QUALITY CONTROL

4.1. Licensee acknowledges the importance of maintaining the high quality and reputation associated with the Licensed Marks. Licensee agrees to maintain the quality of the Licensed Products/Services consistent with the quality standards established by Licensor, acting reasonably.

4.2. Licensor shall have the right, upon reasonable notice, to inspect Licensee’s facilities and production processes related to the Licensed Products/Services and to request samples thereof for quality control purposes.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Licensee acknowledges that all rights, title, and interest in and to the Licensed Marks remain solely with Licensor. Licensee shall not at any time assert any claim of ownership over the Licensed Marks or any part thereof.

5.2. Licensee shall not participate in any act or thing which might impair the rights of Licensor in the Licensed Marks or their value.

6. INDEMNIFICATION

6.1. Licensee agrees to 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 attorney’s fees) arising out of or in connection with Licensee’s use of the Licensed Marks, or any breach of this Agreement by Licensee.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, notwithstanding any principles of conflicts of law.

7.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

8. ENTIRE AGREEMENT

8.1. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations, and communications, whether oral or written, between the Parties.

SIGNATURES

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

LICENSOR:

By: _____________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: _____________________________

LICENSEE:

By: _____________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: _____________________________