This is an agreement for a licensor to grant a non-exclusive license to a licensee to use
the licensor's logo or other intellectual property (IP). This document contains the
material terms and conditions of the agreement including a description of the material
and the compensation arrangement. The agreement also includes an exhibit, which
allows the user to customize the term, territory, type of use and what logo/IP is licensed.
Furthermore, it reserves rights for the licensor to continue to use the logo and IP. This
document contains numerous standard provisions and may be customized to fit the
specific needs of the parties. It should be used by copyright holders and parties wishing
to use another party's logo or intellectual property.
LOGO AND IP LICENSE AGREEMENT
THIS LOGO LICENSE AND IP AGREEMENT (the “Agreement”), is made and entered in as of
___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert
Name of Person/Company that Owns the Logo/IP], ___________ [Instruction: Insert
Address] (“Licensor”), and ___________ [Instruction: Insert Name of Person/Company that
Desires to Use the Logo/IP], ___________ [Instruction: Insert Address] (“Licensee”).
WHEREAS, Licensor owns and controls the Logo and the IP described in Exhibit “A”, attached
hereto and incorporated herein (collectively, the “Licensed Material”);
WHEREAS, Licensee desires to use the Licensed Material to ___________ [Instruction: Insert
use for Licensed Material], and Licensor is agreeable, subject to the following the terms and
conditions;
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth herein, the parties agree as follows:
1. Grant and Reservation of Rights. Throughout the Territory, as such term is defined in
Exhibit “A”, for the duration of the Term, as such term is defined in Exhibit “A”, Licensor
hereby grants to Licensee a limited non-exclusive license to use the Licensed Material solely for
the Permitted Use, as such term is defined in Exhibit “A” hereto. Licensee shall not be allowed
to use or reproduce the Licensed Material for any other purpose for any reason whatsoever
without the express prior written consent of Licensor. Licensee agrees to use the Licensed
Materials only in the form provided by Licensor and subject to the conditions set forth herein.
Licensee agrees not to use any other trademark or service mark in connection with the Licensed
Materials without the prior written approval of Licensor. Licensee acknowledges and agrees that
Licensor shall retain all rights in and to the Licensed Material during the Term of the Agreement
and thereafter. Licensor shall have the right, in Licensor’s sole discretion, to sell, exploit, market
or otherwise use the Licensed Material in any manner whatsoever during the Term of the
Agreement and thereafter. Without limiting any of Licensor’s other remedies, whether in law or
equity, Licensee acknowledges and agrees that Licensor shall have the right to injunctive relief,
to prevent and/or cure a breach or threatened breach of this Agreement by Licensee.
2. Compensation. In full consideration of all rights granted herein, Licensee shall pay Licensor
the sum of ___________ Dollars ($_______) [Instruction: Insert Fee Amount], which sum
shall be payable upon the execution hereof.
3. Representations, Warranties and Indemnification.
A. Licensor represents and warrants to Licensee that:
i. Licensor owns and controls one hundred percent (100%) of all rights, titles and
interests (including but not limited to all copyright) in and to the Licensed Property throughout
the Territory;
ii. Licensor has the exclusive, unconditional right to enter into this Agreement and grant
the rights granted herein;
iii. Licensee’s use of the Licensed Property does not and will not infringe upon or violate
any intellectual property right of, or infringe upon or violate the right of privacy or any other
right of any third party;
iv. Licensor has no knowledge of any claim or potential claim by any party regarding the
Licensed Property which might in any way affect Licensor’s rights herein.
B. If any of the agreements, representations or warranties contained in this Agreement are
breached by Licensor, in whole or in part, Licensor shall indemnify and hold Licensee harmless
from any and all damages, losses and costs (including, but not limited to, legal costs and
attorneys' fees) resulting from any and all claims inconsistent with such agreements,
representations or warranties.
Licensee shall indemnify, defend and hold Licensor harmless of and from any and all liability,
loss, damage, claim or expense (including, but not limited to, reasonable attorneys' fees and
court costs) arising from or related to the Permitted Use, provided said claim is not specifically
related to the Licensed Property.
4. Miscellaneous.
A. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.
B. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.
C. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.
D. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Licensee may assign any or all of
Licensee’s rights and/or obligations hereunder to any assignee, licensee or designee of Licensee,
and all succeeding assignees, licensees or designees. Licensor may not assign any of Licensor’s
rights and/or obligations hereunder without Licensee’s prior written consent.
E. The waiver by either party of a breach or violation of any provision of this Agreement
shall not constitute a waiver of any subsequent or other breach or violation.
F. This Agreement shall be governed in accordance with the laws of the State of
_____________ [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.
LICENSOR:
________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
LICENSEE:
________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
Exhibit “A”
1. Territory. _____________ [Instruction: Insert Territory]
2. Term. The term of this Agreement shall commence upon execution hereof and shall extend
for a period of _____________ (___) [Instruction: Insert Number] [Instruction: Choose One:
days // months // years] from the execution hereof
3. Licensed Materials. Licensee represents, warrants, and agrees that it shall not in any way
suggest or imply through use of the Licensed Materials that Licensee or any of Licensee’s
business, products or services are affiliated with, endorsed or sponsored by or created in
association with Licensor.
A. Logo. _____________ [Instruction: Insert Logo]. Licensee’s use of the Logo shall be
limited to the style and format of the Logo as represented herein.
B. IP.
i. Trademarks.
(1) _____________ [Instruction: Insert Trademark Word]; Trademark
Registration Number: _____________ [Instruction: Insert Trademark Registration Number];
Claimant: _____________ [Instruction: Insert Claimant].
(2) _____________ [Instruction: Insert Trademark Word]; Trademark
Registration Number: _____________ [Instruction: Insert Trademark Registration Number];
Claimant: _____________ [Instruction: Insert Claimant].
ii. Copyrights.
(1) _____________ [Instruction: Insert Copyright Name]; Copyright Registration
Number: _____________ [Instruction: Insert Copyright Registration Number]; Claimant:
_____________ [Instruction: Insert Claimant].
(2) _____________ [Instruction: Insert Copyright Name]; Copyright Registration
Number: _____________ [Instruction: Insert Copyright Registration Number]; Claimant:
_____________ [Instruction: Insert Claimant].
4. Permitted Use. The Licensed Materials may be used by Licensee in the following mediums:
_____________ [Instruction: Insert How Licensed Materials will be used] in _____________
[Instruction: Insert Mediums, i.e. All media, now know or hereafter devised // TV //
Internet // Film // Print Media // etc . . .]
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS
FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS,
ETC., BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. They are for
guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state or jurisdiction. Use at
your own risk. Docstoc® is NOT providing legal or any other kind of advice and is not creating or entering into an Attorney-Client
relationship. The information, reports, and forms are not a substitute for the advice of your own attorney. The law is a personal matter
and no general information or forms or like the kind Docstoc provides can always correctly fit every circumstance.
Note: Carefully read and follow the Instructions and Comments contained in this document for your customization to suit your specific
circumstances and requirements. You will want to delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”)
after reading and following them. You (or your attorney) may want to make additional modifications to meet your speci