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Merchandise Licensing Agreement
"Need a Merchandise Licensing Agreement for granting exclusive rights to manufacture and sell sports apparel featuring our team logo in Southeast Asia, with a minimum guaranteed royalty of $500,000 per year, starting March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions: Key terms used throughout the agreement including Licensed Products, Territory, Trademarks, etc.
4. Grant of License: Scope of rights being licensed, including territory and exclusivity provisions
5. Term and Termination: Duration of agreement and circumstances for termination
6. Royalties and Payments: Payment terms, calculation methods, and reporting requirements
7. Quality Control: Standards for licensed products and approval processes
8. IP Protection: Provisions for protecting the licensed intellectual property
1. Minimum Performance Requirements: Sales targets or minimum royalty payments - used for exclusive licenses or when licensee performance is crucial
2. Sub-licensing Rights: Terms for allowing licensee to sub-license - used when sub-licensing might be necessary for business model
3. Marketing Obligations: Requirements for promoting licensed products - used when specific marketing commitments are required
4. Anti-corruption Compliance: Compliance with anti-bribery laws - used for international licensing arrangements
1. Schedule 1 - Licensed Trademarks: Detailed list of trademarks covered by the agreement
2. Schedule 2 - Licensed Products: Specific products approved for licensing
3. Schedule 3 - Territory Definition: Detailed description of geographic coverage
4. Schedule 4 - Quality Standards: Detailed specifications for licensed products
5. Schedule 5 - Royalty Calculation Methods: Detailed formulas and examples for royalty calculations
6. Schedule 6 - Approval Procedures: Step-by-step process for product approval
Authors
Approved Products
Confidential Information
Effective Date
Force Majeure
Intellectual Property Rights
Licensed Marks
Licensed Products
Licensed Property
Licensed Territory
Marketing Materials
Minimum Guaranteed Royalty
Net Sales
Quality Standards
Royalty Rate
Royalty Period
Royalty Statement
Term
Third Party Rights
Trade Marks
Working Day
Approval Process
Distribution Channels
Manufacturing Standards
Net Wholesale Price
Product Specifications
Quarterly Reports
Sales Channels
Style Guide
Sub-licensee
Territory Restrictions
Term and Termination
Territory
Exclusivity
Royalties and Payments
Quality Control
Approval Process
Intellectual Property Protection
Confidentiality
Warranties and Representations
Indemnification
Insurance
Reporting Requirements
Audit Rights
Manufacturing Standards
Distribution Requirements
Marketing and Promotion
Sub-licensing
Force Majeure
Assignment
Dispute Resolution
Governing Law
Product Recall
Compliance with Laws
Record Keeping
Brand Protection
Non-Competition
Notices
Severability
Entire Agreement
Amendment and Waiver
Counterparts
Third Party Rights
Anti-Corruption
Data Protection
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