The Brand Licensing Agreement is a crucial document for businesses seeking to expand their brand presence through controlled third-party usage. Under Swiss law, which provides strong protection for intellectual property rights and commercial relationships, this agreement type serves as the foundation for brand exploitation and commercialization through licensing arrangements. It is typically used when a brand owner wants to leverage their intellectual property in new markets, product categories, or territories while maintaining control over their brand's reputation and usage. The agreement comprehensively addresses Swiss legal requirements while incorporating international best practices, making it particularly suitable for cross-border licensing arrangements. This document becomes essential when companies need to formalize licensing relationships, establish quality control mechanisms, set financial terms, and ensure proper brand protection measures are in place.

1. Parties: Identification of the Licensor and Licensee with full legal names, registration details, and addresses

2. Background: Context of the agreement, description of the brand owner's rights, and general purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms including Licensed Marks, Territory, Licensed Products, Net Sales, and other agreement-specific terms

4. Grant of License: Scope of license granted, including type (exclusive/non-exclusive), territory, and permitted uses

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. License Fees and Royalties: Financial terms including royalty rates, minimum guarantees, payment terms, and reporting requirements

7. Quality Control: Standards for product quality, approval processes for licensed products, and inspection rights

8. Protection of the Licensed Marks: Obligations regarding trademark protection, infringement actions, and maintenance of registrations

9. Licensee Obligations: Specific duties of the licensee including marketing, sales targets, and brand guidelines compliance

10. Representations and Warranties: Statements of fact and guarantees from both parties

11. Records and Audit Rights: Requirements for maintaining records and licensor's audit rights

12. Termination: Grounds for termination, notice requirements, and consequences of termination

13. Post-Termination Obligations: Obligations surviving termination, disposal of remaining stock, and cessation of mark usage

14. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for dispute resolution

15. General Provisions: Standard clauses including notices, assignment, force majeure, and entire agreement