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Merchandise Licensing Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes the terms and conditions under which a brand owner (licensor) grants rights to another party (licensee) to manufacture, distribute, and sell merchandise featuring the licensor's intellectual property. The agreement incorporates New Zealand's specific legal requirements, including compliance with the Fair Trading Act 1986 and Consumer Guarantees Act 1993, while addressing quality control standards, royalty payments, territorial restrictions, and intellectual property protection measures. It provides a framework for managing the commercial relationship between parties and ensuring proper use of licensed properties in the New Zealand market context.

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Merchandise Licensing Agreement

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What is a Merchandise Licensing Agreement?

The Merchandise Licensing Agreement is a crucial document for businesses seeking to expand their brand presence through licensed products in the New Zealand market. This agreement type is commonly used when a brand owner wishes to authorize third parties to manufacture and sell products bearing their intellectual property, while maintaining control over brand integrity and quality standards. The document addresses key aspects required under New Zealand law, including fair trading practices, consumer protection, and intellectual property rights. It establishes detailed terms for royalty payments, quality control measures, territorial restrictions, and approval processes, while ensuring compliance with local regulations such as the Fair Trading Act 1986 and Consumer Guarantees Act 1993. This agreement is particularly valuable for international brands entering the New Zealand market, as it incorporates jurisdiction-specific requirements while protecting the licensor's intellectual property rights.

What sections should be included in a Merchandise Licensing Agreement?

1. Parties: Identification of the licensor and licensee, including full legal names and addresses

2. Background: Context of the agreement, ownership of intellectual property, and purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement

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

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Licensed Property: Detailed description of the intellectual property being licensed

7. Quality Control: Standards for product quality, approval processes, and inspection rights

8. Royalties and Payments: Financial terms, payment schedules, and reporting requirements

9. Manufacture and Distribution: Requirements for production, distribution channels, and territory restrictions

10. Intellectual Property Protection: Obligations regarding IP protection, infringement, and enforcement

11. Warranties and Representations: Promises made by each party regarding rights, authority, and compliance

12. Termination: Grounds for termination, notice requirements, and post-termination obligations

13. Confidentiality: Protection of confidential information shared during the relationship

14. General Provisions: Standard legal clauses including governing law, notices, and assignment

What sections are optional to include in a Merchandise Licensing Agreement?

1. Minimum Sales Requirements: Include when the licensor wants to ensure minimum sales volumes or royalty payments

2. Sublicensing Rights: Include when the licensee may be permitted to sublicense the rights to third parties

3. Marketing and Promotion: Include when specific marketing obligations or restrictions need to be imposed

4. E-commerce Rights: Include when online sales channels need specific regulation

5. Corporate Social Responsibility: Include when specific ethical or sustainability standards must be met

6. Force Majeure: Include when specific events beyond parties' control need detailed treatment

7. Insurance Requirements: Include when specific insurance coverage is required for the licensed activities

8. Anti-counterfeiting Measures: Include when specific measures for preventing counterfeiting are necessary

What schedules should be included in a Merchandise Licensing Agreement?

1. Schedule 1 - Licensed Property: Detailed specifications of all intellectual property covered by the license

2. Schedule 2 - Licensed Products: Comprehensive list and specifications of approved merchandise

3. Schedule 3 - Territory: Detailed description of geographic territories and any exclusions

4. Schedule 4 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria

5. Schedule 5 - Royalty Rates: Detailed breakdown of royalty calculations and payment terms

6. Schedule 6 - Approval Procedures: Step-by-step process for product approval and timeline requirements

7. Schedule 7 - Brand Guidelines: Specific requirements for use of trademarks, logos, and other brand elements

8. Appendix A - Reporting Templates: Standard forms for sales reports and royalty calculations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

New Zealand

Publisher

Ƶ

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions




































Clauses









































Relevant Industries

Retail

Entertainment

Sports

Fashion

Consumer Goods

Media and Publishing

Gaming

Technology

Education

Food and Beverage

Relevant Teams

Legal

Commercial

Brand Management

Licensing

Business Development

Quality Assurance

Product Development

Marketing

Finance

Compliance

Relevant Roles

Legal Counsel

Commercial Director

Brand Manager

Licensing Manager

Business Development Manager

Intellectual Property Lawyer

Contract Manager

Quality Assurance Manager

Commercial Manager

Marketing Director

Product Development Manager

Compliance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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