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Trademark Use Agreement
1. Parties: Identification of the trademark owner (licensor) and the party being granted use rights (licensee), including full legal names and addresses
2. Background: Context of the agreement, including brief description of the trademark(s) and the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Marks', 'Territory', 'Licensed Products', and 'Quality Standards'
4. Grant of License: Specific rights being granted, including type of license (exclusive/non-exclusive), territory, and permitted uses
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Quality Control: Requirements for maintaining trademark quality, approval processes for use, and inspection rights
7. Usage Guidelines: Specific rules and requirements for how the trademark(s) may be used, including format, size, placement, and contexts
8. Payment Terms: License fees, royalties, payment schedule, and reporting requirements
9. Protection of the Marks: Obligations regarding trademark protection, infringement reporting, and cooperation in enforcement
10. Representations and Warranties: Basic warranties regarding trademark ownership, right to license, and non-infringement
11. Indemnification: Mutual obligations to protect against claims and losses
12. General Terms: Standard contractual provisions including notices, assignment, entire agreement, and governing law
1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties
2. Social Media Usage: Include for agreements where social media presence is significant part of trademark usage
3. Co-branding Provisions: Include when the agreement permits use of the trademark alongside other brands
4. Export Control: Include when licensed products may be subject to export restrictions
5. Marketing and Promotion: Include detailed marketing requirements when specific promotional obligations exist
6. Minimum Sales Requirements: Include when license is contingent on achieving specific sales targets
7. Change of Control: Include specific provisions for what happens if either party undergoes ownership changes
1. Schedule A - Licensed Marks: Detailed list of all trademarks covered by the agreement, including registration numbers
2. Schedule B - Licensed Products/Services: Comprehensive list of products or services for which the trademark may be used
3. Schedule C - Quality Standards: Detailed quality control requirements and specifications
4. Schedule D - Usage Guidelines: Visual guidelines and technical specifications for trademark usage
5. Schedule E - Territory: Detailed description of geographic territories where license applies
6. Schedule F - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
7. Appendix 1 - Approval Process: Step-by-step process for obtaining approval for new uses of the trademark
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