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Merchandise Licensing Agreement
"I need a Merchandise Licensing Agreement for my Philippine fashion brand to license our trademark to a manufacturer for exclusive production of branded apparel and accessories in Southeast Asia, with a minimum annual guarantee of $500,000 and a 5-year term starting January 2025."
1. Parties: Identification and details of the Licensor and Licensee, including registered addresses and company registration numbers
2. Background: Context of the agreement, description of the licensed property, and parties' authority to enter into the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Property, Territory, and Licensed Products
4. Grant of License: Scope of the license, including territory, exclusivity, and permitted uses of the licensed property
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Royalties and Payments: Financial terms, including royalty rates, minimum guarantees, payment schedules, and reporting requirements
7. Quality Control: Standards for product quality, approval processes for Licensed Products, and inspection rights
8. Protection of IP Rights: Obligations regarding IP protection, handling infringement, and maintaining registrations
9. Approvals and Quality Assurance: Process for obtaining Licensor's approval for Licensed Products and marketing materials
10. Manufacturing and Distribution: Requirements for manufacturing, distribution channels, and territory restrictions
11. Marketing and Promotion: Obligations and restrictions regarding marketing of Licensed Products
12. Records and Audit Rights: Requirements for maintaining records and Licensor's audit rights
13. Representations and Warranties: Parties' representations regarding authority, IP ownership, and compliance with laws
14. Termination: Grounds for termination, termination process, and post-termination obligations
15. General Provisions: Standard clauses including notices, assignment, force majeure, and governing law
1. Sub-licensing Rights: Include when Licensee is permitted to sub-license the IP rights to third parties
2. E-commerce Rights: Include for digital distribution and online sales permissions and restrictions
3. Corporate Social Responsibility: Include when specific CSR requirements are needed for manufacturing or business practices
4. First Right of Refusal: Include when Licensee is granted priority rights for additional territories or products
5. Minimum Performance Requirements: Include when specific sales targets or performance metrics are required
6. Competition Restrictions: Include when there are specific non-compete requirements
7. Local Content Requirements: Include when Philippine law requires specific local content in products
1. Schedule A - Licensed Property: Detailed description and images of the intellectual property being licensed
2. Schedule B - Licensed Products: List and specifications of approved products that can be manufactured and sold
3. Schedule C - Territory: Detailed description of geographical territories covered by the license
4. Schedule D - Royalty Rates: Detailed breakdown of royalty rates, including any variations by product type or sales channel
5. Schedule E - Quality Standards: Specific quality requirements, testing standards, and certification requirements
6. Schedule F - Approval Procedures: Detailed procedures for obtaining approval for new products and marketing materials
7. Schedule G - Brand Guidelines: Specific requirements for use of trademarks, logos, and brand elements
8. Appendix 1 - Sample Approval Forms: Templates for product and marketing approval submissions
9. Appendix 2 - Reporting Templates: Standard forms for sales reports and royalty calculations
Authors
Approved Manufacturers
Approved Products
Authorized Channels
Brand Guidelines
Commencement Date
Confidential Information
Distribution Channels
Effective Date
Force Majeure Event
Gross Sales
Initial Term
Intellectual Property Rights
License
Licensed Property
Licensed Products
Licensed Territory
Licensee
Licensor
Marketing Materials
Minimum Guarantee
Net Sales
Quality Standards
Quarter
Renewal Term
Royalty Rate
Royalty Period
Sell-Off Period
Sub-licensee
Term
Territory
Third Party
Trademark
Working Day
Grant of License
Territory
Exclusivity
Term and Duration
Renewal
Royalties
Payment Terms
Quality Control
Approval Process
Manufacturing Standards
Distribution Rights
Marketing and Promotion
Audit Rights
Record Keeping
Confidentiality
Non-Competition
Warranties
Indemnification
Force Majeure
Termination
Post-Termination Obligations
Assignment
Sub-Licensing
Dispute Resolution
Governing Law
Insurance
Compliance with Laws
Notices
Amendment
Entire Agreement
Severability
Product Safety
Brand Protection
Reporting Requirements
Retail
Consumer Goods
Entertainment
Sports
Fashion
Media and Publishing
Gaming
Technology
Food and Beverage
Education
Toys and Games
Apparel and Accessories
Legal
Brand Management
Licensing
Commercial
Intellectual Property
Business Development
Contract Administration
Quality Assurance
Finance
Marketing
Compliance
Operations
Product Development
Sales
Merchandise
Legal Counsel
Brand Manager
Licensing Director
Commercial Director
Intellectual Property Manager
Business Development Manager
Contract Administrator
Quality Assurance Manager
Finance Director
Marketing Manager
Compliance Officer
Operations Manager
Product Development Manager
Sales Director
Merchandise Manager
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