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Brand Licence Agreement
"I need a Brand Licence Agreement for allowing a UK sportswear manufacturer to use our football club's logo and branding on their merchandise for an initial 3-year term starting January 2025, with quality control provisions and a 10% royalty on net sales."
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement, ownership of brand rights, and purpose of licence
3. Definitions: Key terms used throughout the agreement including Licensed Marks, Territory, Term
4. Grant of Licence: Scope and nature of licence (exclusive/non-exclusive), permitted uses, territory
5. Quality Control: Standards, approval processes, and inspection rights
6. Payment Terms: Royalties, payment schedules, reporting requirements
7. Protection of IP Rights: Maintenance of registrations, infringement procedures
8. Term and Termination: Duration, renewal options, termination rights
9. Boilerplate Clauses: Standard legal provisions including governing law, notices, assignment
1. Sub-licensing Rights: Terms for sub-licensing when licensee needs to appoint sub-licensees. Include when sub-licensing is permitted.
2. Minimum Performance Requirements: Sales targets and minimum royalties. Include for performance-based licences.
3. Marketing Obligations: Marketing commitments and approval processes. Include when specific marketing requirements exist.
4. Distribution Requirements: Channel restrictions and territory-specific requirements. Include for retail/distribution focused licences.
1. Schedule 1 - Licensed Marks: Details and images of all licensed trademarks and brand assets
2. Schedule 2 - Licensed Products/Services: Specific products or services covered by the licence
3. Schedule 3 - Quality Standards: Detailed quality requirements and specifications
4. Schedule 4 - Royalty Calculations: Detailed royalty rates and calculation methods
5. Schedule 5 - Brand Guidelines: Technical specifications for brand usage
6. Schedule 6 - Approval Procedures: Detailed processes for obtaining licensor approvals
Authors
Approved Products
Brand Guidelines
Commencement Date
Confidential Information
Effective Date
Force Majeure Event
Group
Initial Term
Intellectual Property Rights
Licensed Marks
Licensed Products
Licensed Services
Licensed Territory
Licence Fee
Minimum Royalty
Net Sales
Quality Standards
Renewal Term
Royalties
Royalty Period
Royalty Rate
Subsidiary
Term
Trade Marks
Working Day
Term and Duration
Territory
Exclusivity
Sub-licensing
Quality Control
Approvals
Brand Guidelines
Royalties and Payments
Minimum Performance Requirements
Reporting Obligations
Audit Rights
Intellectual Property Protection
Representations and Warranties
Marketing and Promotion
Confidentiality
Non-Competition
Record Keeping
Infringement
Indemnification
Insurance
Termination
Post-Termination Obligations
Force Majeure
Assignment
Notices
Entire Agreement
Variation
Severability
Third Party Rights
Governing Law
Dispute Resolution
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