Trademark License Template

TRADEMARK LICENSE AGREEMENT

Date: Date

Between:

Licensor: Trademark Owner Name

Address: Licensor Address

AND

Licensee: Licensee Name

Address: Licensee Address

1. LICENSED TRADEMARK

The Licensor grants the Licensee rights to use the following trademark(s):

Trademark: Trademark Name/Logo

Registration Number: Number, if registered

Registration Date: Date

Class: International Class

Territory: Geographic area

2. GRANT OF LICENSE

Licensor grants Licensee a Exclusive/Non-Exclusive license to use the Trademark in connection with:

Licensed Products/Services:

• Product/Service 1
• Product/Service 2
• Product/Service 3

Territory: Countries/Regions

Term: Duration

3. SCOPE OF USE

Licensee may use the Trademark for:

• Product packaging and labeling
• Marketing and advertising materials
• Website and digital presence
• Point-of-sale materials
• Other authorized uses

Prohibited Uses:

• Use outside licensed territory
• Use on non-licensed products/services
• Modification without approval
• Any use that damages the Trademark

4. QUALITY CONTROL

Licensee agrees to:

• Maintain high quality standards
• Submit samples for approval before use
• Comply with brand guidelines
• Allow Licensor to inspect products/services
• Maintain quality consistent with Licensor's standards

Brand Guidelines:

Attached as Appendix A and include:

• Logo usage specifications
• Color requirements
• Size and placement rules
• Prohibited uses

5. ROYALTIES AND FEES

License Fee Structure:

• Upfront fee: Amount
• Royalty rate: Percentage% of Net Sales/Gross Revenue
• Minimum annual royalty: Amount
• Payment frequency: Quarterly/Annually

Payment Terms:

• Royalties due within Days of period end
• Accompanied by sales report
• Late payment interest: Rate%

6. REPORTING AND AUDIT

Sales Reports:

Licensee shall provide quarterly reports including:

• Units sold
• Gross and net sales
• Royalties due
• Inventory levels

Audit Rights:

Licensor may audit Licensee's books with Notice Period notice, at Licensor's expense (unless discrepancy exceeds Percentage%).

7. TRADEMARK PROTECTION

Licensee agrees to:

• Use ® or ™ symbol as directed
• Display proper attribution
• Not challenge Licensor's ownership
• Notify Licensor of any infringement
• Cooperate in protecting the Trademark

Infringement:

Licensor has sole right to pursue infringement claims. Licensee must assist if requested.

8. REPRESENTATIONS AND WARRANTIES

Licensor represents:

• Owner of the Trademark with right to license
• Trademark is valid and enforceable
• No pending challenges or disputes

Licensee represents:

• Will use Trademark only as authorized
• Will maintain quality standards
• Has necessary rights to licensed products

9. TERM AND RENEWAL

Initial Term: Duration

Renewal: Automatic/Upon mutual agreement

Renewal Terms: Same terms/Renegotiated

10. TERMINATION

Termination Rights:

• Either party with Notice Period notice
• Immediate for material breach
• Immediate for quality issues
• Immediate for non-payment

Effect of Termination:

• Licensee must cease all use of Trademark
• Destroy or return materials bearing Trademark
• Sell-off period: Duration for existing inventory
• Final royalty payment due
• Survive: confidentiality, indemnification clauses

11. OWNERSHIP

Licensee acknowledges:

• Licensor owns all rights to Trademark
• License does not transfer ownership
• All goodwill inures to Licensor
• Licensee gains no rights except as granted

12. IMPROVEMENTS

Any variations or improvements to the Trademark created by Licensee shall be owned by Licensor.

13. INDEMNIFICATION

Licensee indemnifies Licensor against claims arising from:

• Licensed products/services
• Licensee's use of Trademark
• Product defects or liability

Licensor indemnifies Licensee against claims that Trademark infringes third-party rights.

14. INSURANCE

Licensee shall maintain:

• Product liability insurance: Amount
• General liability insurance: Amount
• Licensor named as additional insured

15. CONFIDENTIALITY

Both parties agree to protect confidential business information exchanged.

16. ASSIGNMENT

Licensee may not assign this agreement without Licensor's written consent.

SIGNATURES:

Licensor:

Signature: _______________________

Name: Licensor Name

Date: _______________________

Licensee:

Signature: _______________________

Name: Licensee Name

Date: _______________________

APPENDIX A: Brand Guidelines

Attach detailed brand usage guidelines