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Exclusive Trademark License Agreement
"I need an Exclusive Trademark License Agreement for my luxury fashion brand, granting exclusive rights to a distributor in mainland China and Hong Kong for a 5-year term starting January 2025, with strict quality control provisions and minimum annual sales requirements."
1. Parties: Identification of the licensor and licensee with full legal names and registered addresses
2. Background: Context of the agreement, including trademark ownership and parties' intentions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Grant of License: Scope of the exclusive license, territory, and field of use
5. Term and Renewal: Duration of the license and conditions for renewal
6. Quality Control: Standards for trademark use and licensor's right to inspect and approve
7. Payment Terms: License fees, royalties, payment schedule, and calculation methods
8. Obligations of the Licensee: Licensee's duties regarding trademark use, maintenance, and compliance
9. Protection of the Trademark: Responsibilities for maintaining and defending the trademark
10. Infringement: Procedures for dealing with third-party infringement and cooperation obligations
11. Representations and Warranties: Parties' assertions regarding trademark ownership, authority to license, and other key matters
12. Termination: Grounds for termination, procedures, and consequences
13. Post-Termination Obligations: Parties' duties after agreement ends, including cease of use and return of materials
14. Confidentiality: Protection of confidential information exchanged during the license relationship
15. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses
2. Minimum Performance Requirements: Include when there are specific sales or performance targets
3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
4. Manufacturing Standards: Include for products requiring specific manufacturing specifications
5. Export Controls: Include when cross-border trade is involved
6. Competition Law Compliance: Include when additional competition law safeguards are needed
7. Insurance: Include when specific insurance requirements are necessary
8. Change of Control: Include when change in party ownership affects agreement
9. Dispute Resolution: Include when specific arbitration or mediation procedures are required
1. Schedule 1 - Licensed Trademarks: Details of all licensed trademarks including registration numbers and classes
2. Schedule 2 - Licensed Territory: Detailed description of geographical territories covered by the license
3. Schedule 3 - Licensed Products/Services: Comprehensive list of products/services covered by the license
4. Schedule 4 - Quality Control Standards: Detailed quality standards and specifications for licensed products/services
5. Schedule 5 - Royalty Calculations: Detailed formula and examples for calculating royalties
6. Schedule 6 - Approved Form of Trademark Usage: Guidelines and examples of approved trademark usage
7. Appendix A - Brand Guidelines: Detailed brand usage guidelines and specifications
8. Appendix B - Reporting Templates: Standard forms for regular reporting requirements
Authors
Affiliate
Brand Guidelines
Business Day
Commencement Date
Confidential Information
Effective Date
Event of Default
Exclusive Territory
Field of Use
Force Majeure
Gross Sales
Improvement
Initial Term
Intellectual Property Rights
Licensed Products
Licensed Services
Licensed Trademarks
Net Sales
Quality Standards
Renewal Term
Royalty
Royalty Period
Sub-licensee
Term
Territory
Trademark Usage Guidelines
Working Day
Year
Minimum Guarantee
Quarterly Report
Registered User
Sales Channel
Trademark Register
Trade Marks Ordinance
Trademark Registration
Use
Valid Claim
Permitted Purpose
Marketing Materials
Quality Control Manual
Reporting Period
Revenue
Serious Breach
Termination Date
Trademark Notice
Trademark Office
Exclusivity
Territory
Term and Renewal
Payment
Royalties
Quality Control
Trademark Usage
Registration
Sub-licensing
Confidentiality
Warranties
Intellectual Property Protection
Infringement
Indemnification
Record Keeping
Audit Rights
Reporting
Marketing
Termination
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendment
Waiver
Competition Law Compliance
Product Approval
Brand Protection
Minimum Performance
Insurance
Representations
Further Assurance
Non-Competition
Relationship of Parties
Survival
Costs and Expenses
Retail
Consumer Goods
Fashion and Luxury
Food and Beverage
Technology
Pharmaceuticals
Entertainment
Sports and Recreation
Automotive
Franchising
Manufacturing
Media and Publishing
Cosmetics and Personal Care
Electronics
Legal
Intellectual Property
Commercial
Business Development
Brand Management
Quality Assurance
Compliance
Marketing
Finance
Operations
Chief Legal Officer
Intellectual Property Counsel
Commercial Director
Licensing Manager
Brand Protection Manager
General Counsel
Chief Executive Officer
Commercial Contracts Manager
Trademark Attorney
Business Development Director
Chief Commercial Officer
Quality Assurance Manager
Brand Manager
Legal Counsel
IP Portfolio Manager
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