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Brand Licensing Agreement
"I need a Brand Licensing Agreement for allowing a UK-based fashion retailer to use our luxury cosmetics brand on a range of toiletry bags and travel accessories, with a 5% royalty rate and strict quality control measures, starting from March 2025."
1. Parties: Identifies and defines the licensor and licensee with full legal names and addresses
2. Background: Sets out the context of the agreement, ownership of the brand, and intention to license
3. Definitions: Defines key terms including Licensed Marks, Territory, Term, Licensed Products, etc.
4. Grant of License: Specifies the scope, nature (exclusive/non-exclusive), and territory of the license
5. Term and Termination: Duration of agreement and circumstances for termination
6. Quality Control: Standards, approval processes, and quality assurance requirements
7. Financial Terms: Royalties, minimum guarantees, payment terms, and reporting requirements
8. Protection of IP Rights: Obligations regarding trademark protection and enforcement
1. Sub-licensing Rights: Include when licensee may need to sub-license rights to third parties. Used for complex distribution structures or multiple territory arrangements
2. Marketing Obligations: Specific marketing commitments and requirements. Used when specific marketing efforts are crucial to the deal
3. Manufacturing Requirements: Specific manufacturing standards and approved manufacturers. Used when licensed products are being manufactured
4. E-commerce Provisions: Online sales and digital usage requirements. Used when online sales are permitted
1. Schedule 1 - Licensed Marks: Detailed list and images of all licensed trademarks
2. Schedule 2 - Licensed Products: Comprehensive list of approved products
3. Schedule 3 - Quality Standards: Detailed quality specifications and requirements
4. Schedule 4 - Approval Procedures: Step-by-step process for product and marketing approvals
5. Schedule 5 - Royalty Calculations: Detailed methodology for calculating royalties
6. Schedule 6 - Territory Specifications: Detailed description of licensed territories and any restrictions
Authors
Approved Products
Brand Guidelines
Commencement Date
Confidential Information
Effective Date
Force Majeure
Gross Sales
Initial Term
Licensed Marks
Licensed Products
Licensed Rights
Licensed Territory
Minimum Guarantee
Net Sales
Quality Standards
Renewal Term
Royalties
Royalty Period
Royalty Rate
Subsidiary Rights
Term
Third Party Rights
Trade Marks
Working Day
Approval Process
Marketing Materials
Intellectual Property Rights
Brand Standards
Distribution Channels
Sales Reports
Quarterly Reports
Minimum Performance Requirements
Associated Logos
Brand Elements
Permitted Use
Prohibited Uses
Record Keeping Requirements
Termination Date
Territory Restrictions
Term and Duration
Territory
Quality Control
Approval Process
Royalties and Payments
Minimum Guarantees
Intellectual Property Protection
Brand Guidelines
Manufacturing Standards
Distribution Rights
Marketing and Promotion
Audit Rights
Reporting Requirements
Warranties and Representations
Indemnification
Confidentiality
Non-Competition
Sub-Licensing
Assignment
Termination
Force Majeure
Dispute Resolution
Governing Law
Notices
Record Keeping
Insurance
Compliance with Laws
Third Party Rights
Entire Agreement
Severability
Amendment and Variation
Product Approval
Brand Protection
Quality Assurance
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