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Merchandise Licensing Agreement
1. Parties: Identification of the licensor and licensee with full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the licensed property and parties' authority to enter into the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Licensed Property, Licensed Products, Territory, and Net Sales
4. Grant of License: Scope of the license granted, including territory, exclusivity status, and permitted uses
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Royalties and Payments: Payment terms, royalty rates, minimum guarantees, and reporting requirements
7. Quality Control: Standards for product quality, approval processes for Licensed Products, and inspection rights
8. Intellectual Property Protection: Provisions for protecting the licensed IP, including trademark usage guidelines and infringement procedures
9. Obligations of the Parties: Specific responsibilities of both licensor and licensee
10. Representations and Warranties: Standard warranties regarding IP ownership, authority to contract, and product quality
11. Termination: Grounds for termination, notice requirements, and post-termination obligations
12. Confidentiality: Protection of confidential information exchanged during the agreement
13. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and assignment rights
1. Minimum Sales Requirements: Used when the licensor wants to establish specific sales targets that the licensee must meet
2. Manufacturing Requirements: Include when specific manufacturing standards or approved manufacturers need to be specified
3. Marketing and Promotion: Add when specific marketing obligations or restrictions need to be imposed on the licensee
4. Sub-licensing Rights: Include when the licensee is permitted to sub-license the rights to third parties
5. E-commerce Provisions: Add when online sales are permitted and need specific regulation
6. Anti-corruption Compliance: Include for international agreements or when dealing with government entities
7. Data Protection: Add when personal data processing is involved in the licensing arrangement
8. Force Majeure: Include when specific provisions for unforeseen circumstances are needed
1. Schedule 1 - Licensed Property: Detailed description and images of the intellectual property being licensed
2. Schedule 2 - Licensed Products: Comprehensive list of approved products that can be manufactured under the license
3. Schedule 3 - Territory: Detailed definition of geographical areas where the license is valid
4. Schedule 4 - Royalty Rates: Detailed breakdown of royalty rates for different product categories and sales channels
5. Schedule 5 - Quality Standards: Specific quality requirements and technical specifications for Licensed Products
6. Schedule 6 - Approval Procedures: Detailed process for obtaining approval for new Licensed Products
7. Schedule 7 - Brand Guidelines: Specific requirements for use of trademarks, logos, and other brand elements
8. Schedule 8 - Approved Manufacturers: List of approved manufacturers if manufacturing is restricted to specific facilities
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