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The Merchandise Licensing Agreement is a critical document used when a brand owner wishes to authorize another party to produce and sell products featuring their intellectual property in the UAE market. This agreement type is essential for businesses expanding their brand presence through licensed merchandise while ensuring compliance with UAE federal laws, emirate-specific regulations, and Sharia principles. The document covers crucial aspects including quality control, royalty structures, territorial rights, and local agent requirements if applicable. It's particularly important in the UAE context due to specific local requirements regarding commercial agency laws, consumer protection, and intellectual property rights. The agreement needs to balance international licensing practices with local UAE business customs and legal requirements, making it a sophisticated instrument for managing brand exploitation in the Middle East region.

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

2. Background: Context of the agreement, including brief description of the Licensor's business, intellectual property ownership, and purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Products, Territory, Intellectual Property Rights, etc.

4. Grant of License: Scope of license granted, including territory, exclusivity/non-exclusivity, and specific rights granted

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

6. Royalties and Payments: Payment terms, royalty rates, calculation methods, reporting requirements, and audit rights

7. Quality Control: Quality standards, approval processes, and compliance with UAE product standards

8. Manufacturing and Distribution: Requirements and restrictions for product manufacturing and distribution

9. Intellectual Property Protection: Protection of IP rights, trademark usage guidelines, and infringement procedures

10. Representations and Warranties: Parties' representations regarding rights, authorities, and compliance with laws

11. Confidentiality: Protection of confidential information and trade secrets

12. Termination: Grounds for termination, termination procedures, and post-termination obligations

13. Governing Law and Dispute Resolution: UAE law as governing law and dispute resolution mechanisms