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Exclusive Trademark License Agreement
1. Parties: Identification of the Licensor and Licensee with full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including details about the trademark ownership and parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Marks', 'Territory', 'Licensed Products', etc.
4. Grant of License: Explicit grant of exclusive license, scope of rights, and territorial limitations
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. License Fees and Payment Terms: Financial terms including royalties, minimum payments, and payment schedules
7. Quality Control: Standards for product/service quality, inspection rights, and approval procedures
8. Protection and Enforcement: Obligations regarding trademark protection, infringement actions, and cooperation in enforcement
9. Representations and Warranties: Parties' representations regarding trademark ownership, right to license, and other key assurances
10. Confidentiality: Protection of confidential information exchanged during the agreement
11. Termination: Grounds for termination, termination procedures, and post-termination obligations
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Sub-licensing Rights: Include when the licensee is permitted to grant sub-licenses to third parties
2. Marketing and Promotion: Include when specific marketing requirements or restrictions need to be detailed
3. Supply Chain Requirements: Include when there are specific manufacturing or sourcing requirements
4. Corporate Social Responsibility: Include when specific CSR standards need to be maintained
5. Anti-corruption Compliance: Include for international licensing arrangements or when required by corporate policies
6. Insurance Requirements: Include when specific insurance coverage is required from the licensee
7. Change of Control: Include when restrictions on change of ownership/control are necessary
1. Schedule 1 - Licensed Trademarks: Detailed list of all licensed trademarks including registration numbers and classes
2. Schedule 2 - Licensed Products/Services: Comprehensive description of products/services covered by the license
3. Schedule 3 - Territory: Detailed definition of geographical territories covered by the license
4. Schedule 4 - Quality Standards: Specific quality control requirements and standards
5. Schedule 5 - Royalty Calculations: Detailed methodology for calculating royalties and examples
6. Schedule 6 - Brand Guidelines: Technical specifications for trademark usage and brand standards
7. Schedule 7 - Approval Procedures: Detailed procedures for obtaining approval for trademark usage
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