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A Trademark License Agreement Between Parent And Subsidiary is a crucial document for corporate groups operating in India who wish to formalize the use of trademarks within their corporate structure. This agreement is particularly important when a parent company needs to maintain control over its trademark portfolio while allowing its subsidiary to use these valuable assets in its business operations. The document ensures compliance with Indian legal requirements, including the Trade Marks Act, 1999, Companies Act, 2013, and transfer pricing regulations. It typically includes detailed provisions for quality control, usage guidelines, and protection of the licensed marks, while acknowledging the special relationship between parent and subsidiary entities. This agreement is essential for maintaining trademark rights, ensuring proper brand usage, and documenting related party transactions for regulatory compliance.

1. Parties: Identification of the parent company (Licensor) and subsidiary company (Licensee), including their registered addresses and company registration details

2. Background: Context of the agreement, description of the parent-subsidiary relationship, and overview of the trademark(s) being licensed

3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Marks', 'Territory', 'Licensed Products', and 'Effective Date'

4. Grant of License: Scope of the trademark license, including territory, exclusivity/non-exclusivity, and permitted uses

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances under which either party may terminate the agreement

6. Quality Control: Standards and specifications for use of the Licensed Marks, approval procedures, and quality monitoring provisions

7. Usage Guidelines: Specific requirements for how the Licensed Marks must be displayed, including format, size, and placement specifications

8. Royalties and Payments: Financial terms of the license, including any royalty calculations, payment schedules, and reporting requirements

9. Ownership and Protection: Confirmation of Licensor's ownership rights, obligations regarding trademark protection, and handling of infringement

10. Representations and Warranties: Standard warranties regarding ownership, right to license, and validity of the Licensed Marks

11. Record Keeping and Audit Rights: Requirements for maintaining records and Licensor's rights to audit compliance

12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for dispute resolution

13. General Provisions: Standard boilerplate clauses including notices, amendments, assignment, and severability