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Merchandise Licensing Agreement
"I need a Merchandise Licensing Agreement for my fashion brand to license our logo and designs to a Malaysian manufacturer for producing clothing and accessories across Southeast Asia, with strict quality control requirements and a 5% royalty rate starting March 2025."
1. Parties: Identifies the licensor and licensee with their full legal names and registered addresses
2. Background: Establishes the context, including ownership of intellectual property and intention to enter licensing arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the scope, territory, and nature of the license (exclusive/non-exclusive)
5. Term and Renewal: Specifies the duration of the agreement and any renewal options
6. Licensed Property: Detailed description of the intellectual property being licensed
7. Approved Products: Specifies the types of merchandise that can be produced under the license
8. Quality Control and Approval Process: Details the quality standards and approval procedures for licensed products
9. Financial Terms: Specifies royalty rates, minimum guarantees, and payment terms
10. Reporting and Audit Rights: Details the reporting requirements and licensor's audit rights
11. Intellectual Property Protection: Provisions for protecting the licensed IP and handling infringement
12. Representations and Warranties: Standard warranties about IP ownership and authority to enter agreement
13. Termination: Grounds and process for termination and post-termination obligations
14. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Distribution Channels: Specific restrictions or requirements for distribution channels, used when certain sales channels are to be excluded or regulated
2. Marketing Obligations: Minimum marketing spend and promotional requirements, included when specific marketing commitments are required
3. E-commerce Rights: Specific provisions for online sales, included when digital commerce is part of the license
4. Sub-licensing Rights: Terms for sub-licensing if permitted, included when licensee may sub-license rights
5. Export Restrictions: Specific provisions regarding export of licensed products, used when territorial restrictions are critical
6. Competition Compliance: Specific provisions ensuring compliance with competition laws, used in cases of exclusive licensing or market restrictions
1. Schedule 1 - Licensed Property: Detailed description and images of all licensed intellectual property
2. Schedule 2 - Approved Products: Comprehensive list of approved merchandise categories and specific products
3. Schedule 3 - Quality Standards: Detailed quality specifications and manufacturing standards
4. Schedule 4 - Approval Procedures: Step-by-step process for product approval including timelines
5. Schedule 5 - Royalty Rates: Detailed breakdown of royalty rates by product category and sales channel
6. Schedule 6 - Reporting Templates: Templates for sales reports and royalty calculations
7. Schedule 7 - Brand Guidelines: Guidelines for use of licensed property on products and marketing materials
8. Appendix A - Authorized Manufacturers: List of approved manufacturers if production is restricted to specific facilities
Authors
Approved Products
Brand Guidelines
Commencement Date
Confidential Information
Contract Year
Distribution Channels
Effective Date
Gross Sales
Initial Term
Licensed Property
Licensed Rights
Licensed Territory
Licensee
Licensor
Manufacturing Standards
Minimum Guarantee
Net Sales
Quality Standards
Quarter
Renewal Term
Reporting Period
Royalty Rate
Selling Price
Subsidiary
Term
Trademark
Working Day
Territory Rights
Term and Duration
Financial Terms
Royalty Payments
Quality Control
Approval Process
Intellectual Property Rights
Brand Protection
Manufacturing Standards
Distribution Rights
Marketing and Promotion
Audit Rights
Reporting Requirements
Confidentiality
Representations and Warranties
Indemnification
Insurance
Termination
Force Majeure
Assignment
Sub-licensing
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment
Counterparts
Compliance with Laws
Entertainment
Sports
Fashion
Consumer Goods
Media
Gaming
Retail
Manufacturing
Education
Technology
Automotive
Food and Beverage
Hospitality
Music
Art and Design
Legal
Commercial
Licensing
Brand Management
Product Development
Merchandising
Sales
Finance
Compliance
Marketing
Operations
Business Development
Intellectual Property
Licensing Manager
Commercial Director
Legal Counsel
Brand Manager
Business Development Manager
Intellectual Property Manager
Contract Administrator
Chief Commercial Officer
Merchandising Manager
Product Development Manager
Sales Director
Compliance Officer
Marketing Director
Operations Manager
Finance Manager
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