Trademark License Agreement For Software

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Trademark License Agreement For Software

Trademark License Agreement For Software

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement (hereinafter referred to as the 'Agreement') is entered into on this {{day}} day of {{month}}, {{year}} (the 'Effective Date'),

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').

(The Licensor and Licensee 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) more fully described in Schedule A attached hereto (the 'Trademark');

WHEREAS, the Licensor desires to grant to the Licensee, and the Licensee desires to accept, a non-exclusive license to use the Trademark in connection with the marketing, distribution, and sale of certain software products as defined herein (the 'Licensed Software');

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, revocable license to use the Trademark solely in connection with the marketing, promotion, distribution, and sale of the Licensed Software within the territory of {{territory}} (the 'Territory').

1.2. The Licensee shall only use the Trademark in the form and manner approved in writing by the Licensor from time to time. Any proposed use of the Trademark not previously approved shall require further written approval from the Licensor.

2. ROYALTY PAYMENTS

2.1. In consideration for the license granted herein, the Licensee shall pay to the Licensor a royalty fee of {{royalty_percentage}}% of the net sales of the Licensed Software (the 'Royalty'). 'Net sales' shall mean all gross revenues derived from the sale of the Licensed Software, less any returns, allowances, and sales taxes.

2.2. Royalty payments shall be made by the Licensee to the Licensor on a {{payment_frequency}} basis, within {{days_due}} days after the end of each {{payment_period}} period. Each payment shall be accompanied by a detailed statement of net sales during the relevant period.

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

3. QUALITY CONTROL

3.1. The Licensee acknowledges the importance of maintaining the high quality and reputation associated with the Trademark. The Licensee agrees to maintain the quality of the Licensed Software and any associated goods or services using the Trademark at a standard at least equivalent to the standards maintained by the Licensor for its own products.

3.2. The Licensor shall have the right, upon reasonable notice, to inspect the Licensed Software, marketing materials, and any other relevant aspects of the Licensee's business to ensure compliance with the quality standards set forth herein. The Licensee shall provide all reasonable assistance to the Licensor in conducting such inspections.

4. TERM AND TERMINATION

4.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term_years}} ({{initial_term_years_words}}) years, unless terminated earlier in accordance with the provisions of this Agreement.

4.2. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_days}} ({{cure_period_days_words}}) days after receiving written notice thereof.

4.3. Upon termination of this Agreement, the Licensee shall immediately cease all use of the Trademark and shall destroy or return to the Licensor all materials bearing the Trademark, as directed by the Licensor.

5. INDEMNIFICATION

5.1. The Licensee hereby agrees to indemnify, defend, 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 Trademark, the Licensed Software, or any breach of its obligations under this Agreement.

6. 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 Foundation of Southern Africa (AFSA), as then in force. The arbitration shall be held in {{arbitration_city}}, {{arbitration_country}}.

7. 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 written or oral.

8. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Trademark License Agreement as of the Effective 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}}