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The Trademark Sublicense Agreement is essential in commercial arrangements where a licensed trademark holder wishes to extend usage rights to additional parties while maintaining compliance with the master license agreement. This document is particularly relevant in Canada, where trademark licensing is governed by federal legislation and requires specific quality control provisions to maintain trademark validity. The agreement typically details the scope of permitted use, territorial restrictions, quality standards, royalty arrangements, and compliance requirements. It's commonly used in franchising, merchandising, and brand expansion scenarios where the original licensee needs to delegate trademark rights while maintaining control over brand integrity. The document must comply with Canadian trademark law requirements, including specific provisions for quality control and marking of licensed goods or services.

1. Parties: Identification of the sublicensor and sublicensee, including full legal names and 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 'Quality Standards'

4. Grant of License: Scope of the sublicense, including territory, exclusivity/non-exclusivity, and permitted uses of the Licensed Marks

5. Quality Control: Requirements for maintaining quality standards, approval processes for Licensed Products, and inspection rights

6. Use of the Licensed Marks: Specific requirements and restrictions regarding the use of the Licensed Marks

7. Fees and Royalties: Payment terms, including license fees, royalties, calculation methods, and payment schedules

8. Records and Audits: Requirements for maintaining records and rights of inspection/audit

9. Representations and Warranties: Warranties regarding authority to grant sublicense, ownership/validity of marks, and standard commercial warranties

10. Term and Termination: Duration of the agreement, renewal provisions, and grounds for termination

11. Post-Termination Obligations: Obligations of parties after termination, including cessation of use and return of materials

12. General Provisions: Standard boilerplate clauses including notices, assignment, governing law, and dispute resolution