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1. Parties: Identification of the sublicensor (who holds the master license) and sublicensee, including full legal names and registered addresses
2. Background: Context of the agreement, including reference to the master license agreement and confirmation of sublicensor's authority to grant sublicense
3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Marks', 'Territory', 'Licensed Products', and 'Term'
4. Grant of License: Specific rights being granted, including scope, territory, and any restrictions on use of the trademark
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Quality Control: Requirements for maintaining quality standards, approval processes, and inspection rights
7. Royalties and Payments: Financial terms including royalty rates, payment schedules, and reporting requirements
8. Protection of the Licensed Marks: Obligations regarding trademark protection, infringement reporting, and enforcement
9. Representations and Warranties: Standard warranties about authority to enter agreement and trademark ownership
10. Use of the Licensed Marks: Specific guidelines and restrictions on how the trademark may be used
11. Record Keeping and Audit Rights: Requirements for maintaining records and rights of audit by sublicensor
12. Termination: Circumstances allowing termination and consequences of termination
13. Post-Termination Obligations: Obligations of parties after agreement ends, including cease of use and return of materials
14. General Provisions: Standard boilerplate clauses including notices, assignment, entire agreement, and governing law
1. Minimum Sales Requirements: Used when sublicensor wants to ensure minimum performance levels, including specific sales targets and consequences for failing to meet them
2. Marketing and Promotion: Include when specific marketing requirements or restrictions need to be imposed on the sublicensee
3. Sublicensing Rights: Include if sublicensee is permitted to grant further sublicenses
4. Insurance Requirements: Include when specific insurance coverage is required from sublicensee
5. Export Control: Include for international agreements or when products may be subject to export restrictions
6. Environmental Compliance: Include when licensed products or their manufacture involve environmental considerations
7. Change of Control: Include when restrictions on change in sublicensee ownership are needed
1. Schedule A - Licensed Marks: Detailed list and images of all trademarks covered by the agreement, including registration numbers
2. Schedule B - Licensed Products: Comprehensive list of products/services authorized under the sublicense
3. Schedule C - Territory: Detailed description of geographic territories where sublicense is valid
4. Schedule D - Quality Standards: Specific quality control requirements and standards for licensed products
5. Schedule E - Royalty Calculations: Detailed methodology for calculating royalties, including any minimum guarantees
6. Schedule F - Brand Guidelines: Specific requirements for trademark usage, including size, placement, and color specifications
7. Appendix 1 - Master License Agreement: Copy or relevant excerpts of the master license agreement
8. Appendix 2 - Approval Procedures: Detailed procedures for obtaining approval for new products or marketing materials
Agreement
Approved Products
Brand Guidelines
Commencement Date
Confidential Information
Contract Year
Effective Date
Force Majeure Event
Gross Sales
Intellectual Property Rights
Licensed Marks
Licensed Products
Master License
Master Licensor
Net Sales
Quality Standards
Quarterly Period
Renewal Term
Royalties
Sublicensed Rights
Sublicensor
Sublicensee
Term
Territory
Trade Marks Act
Trademark Registrar
Working Day
Marketing Materials
Minimum Annual Guarantee
Quality Control Procedures
Reporting Period
Trademark Usage Guidelines
Approved Manufacturers
Competition Act
Initial Term
Minimum Performance Requirements
Related Marks
Termination Date
User Guidelines
Grant of Rights
Territory Restrictions
Term and Renewal
Royalties and Payments
Quality Control
Trademark Usage
Inspection Rights
Record Keeping
Audit Rights
Confidentiality
Intellectual Property Protection
Representations and Warranties
Indemnification
Insurance
Termination
Post-Termination Obligations
Non-Competition
Assignment
Force Majeure
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Further Assurance
Relationship of Parties
Third Party Rights
Counterparts
Marketing and Promotion
Reporting Requirements
Compliance with Laws
Anti-Corruption
Product Approval
Minimum Performance
Trademark Registration
Sub-Contracting
Data Protection
Retail
Manufacturing
Consumer Goods
Fashion and Apparel
Food and Beverage
Technology
Entertainment
Sports and Recreation
Franchising
Pharmaceuticals
Automotive
Hospitality
Legal
Intellectual Property
Brand Management
Commercial
Business Development
Compliance
Marketing
Finance
Operations
Legal Counsel
Intellectual Property Manager
Brand Manager
Commercial Director
Licensing Manager
Business Development Manager
Franchise Manager
Chief Legal Officer
Compliance Officer
Contract Manager
Chief Commercial Officer
Trademark Attorney
General Counsel
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