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1. Parties: Identifies and provides full legal details of the licensor and licensee
2. Background: Establishes the context, including the licensor's ownership of the trade name and the licensee's desire to use it
3. Definitions: Defines key terms used throughout the agreement, including the Trade Name, Territory, and Permitted Use
4. Grant of License: Specifies the scope, nature (exclusive/non-exclusive), and territory of the license granted
5. Term and Termination: Defines the duration of the agreement and circumstances for termination
6. License Fees: Details the payment terms, including any recurring fees, royalties, or one-time payments
7. Quality Control: Establishes standards for use of the trade name and licensor's right to monitor and approve usage
8. Protection of Trade Name: Outlines measures to protect the trade name and handling of potential infringement
9. Representations and Warranties: States the parties' assertions regarding their rights and abilities to enter the agreement
10. Indemnification: Sets out the parties' obligations to protect each other from third-party claims
11. Confidentiality: Protects confidential information exchanged during the agreement
12. General Provisions: Includes standard legal provisions like governing law, notices, and amendment procedures
1. Sublicensing Rights: Include when the licensee may be permitted to sublicense the trade name to third parties
2. International Use: Include when the trade name will be used in multiple jurisdictions
3. Marketing and Promotion: Include when specific marketing requirements or restrictions need to be detailed
4. Assignment Rights: Include when transfer rights need to be specifically addressed beyond standard restrictions
5. Dispute Resolution: Include when parties want specific arbitration or mediation procedures
6. Insurance Requirements: Include when specific insurance coverage is required for the licensee
7. Change of Control: Include when the agreement needs to address consequences of ownership changes
8. Compliance with Laws: Include when specific regulatory compliance requirements need to be detailed
1. Schedule A - Licensed Trade Name: Detailed description and representations of the licensed trade name
2. Schedule B - Territory: Specific definition and/or map of the licensed territory
3. Schedule C - Usage Guidelines: Style guide and specifications for trade name usage
4. Schedule D - Quality Control Standards: Detailed quality control requirements and inspection procedures
5. Schedule E - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
6. Appendix 1 - Approved Forms of Trade Name: Visual representations of approved trade name formats
7. Appendix 2 - Approval Procedures: Detailed procedures for obtaining licensor approval for trade name usage
8. Appendix 3 - Reporting Requirements: Templates and procedures for required periodic reports
Licensed Rights
Territory
Term
Effective Date
Permitted Use
Licensed Products
Licensed Services
Quality Standards
Net Sales
Gross Revenue
License Fees
Royalties
Reporting Period
Confidential Information
Intellectual Property Rights
Affiliate
Control
Business Day
Force Majeure
Governing Law
License Year
Marketing Materials
Notification
Quality Control Manual
Related Rights
Style Guide
Sublicense
Term Year
Trade Name Guidelines
Usage Requirements
Valid Claim
Enforcement Action
Improvement
Material Breach
Renewal Term
Initial Term
Working Day
Authorized Representative
Proprietary Rights
Trademarks
Brand Standards
Licensing Territory
Approved Form
Recitals
Definitions
Grant of License
Territory Restrictions
Term and Duration
License Fees and Royalties
Payment Terms
Quality Control
Usage Requirements
Audit Rights
Recordkeeping
Confidentiality
Intellectual Property Protection
Warranties and Representations
Indemnification
Insurance
Termination
Force Majeure
Assignment
Sublicensing
Non-Competition
Dispute Resolution
Governing Law
Amendment
Notices
Entire Agreement
Severability
Third Party Rights
Waiver
Counterparts
Further Assurance
Compliance with Laws
Marketing and Promotion
Reports and Inspections
Retail
Franchising
Manufacturing
Consumer Goods
Professional Services
Technology
Food and Beverage
Fashion and Apparel
Hospitality
Entertainment
Education
Healthcare
Legal
Intellectual Property
Brand Management
Business Development
Marketing
Compliance
Corporate Affairs
Commercial Operations
Risk Management
Licensing
Legal Counsel
Intellectual Property Attorney
Brand Manager
Licensing Manager
Business Development Director
Chief Legal Officer
Commercial Director
Franchise Manager
Compliance Officer
Marketing Director
Chief Executive Officer
Contract Manager
Intellectual Property Manager
Corporate Counsel
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