A trademark license is an agreement between a trademark owner (licensor) and another
person or business entity (licensee) in which the licensor gives permission to the
licensee to use its trademark or trademarks for an agreed purpose. A trademark license
agreement sets forth the parties names, identification of the trademark or trademarks
that are the subject of the agreement, the specific trademark right or rights to be
licensed, including the geographic territory in which the trademarks are being licensed,
the authorized purposes, the licensing fee or royalty applicable, and the nature and
quality of the goods and/or services with which the licensee may use the trademark.
This long-form template agreement can be customized to fit the needs of the drafting
parties.
TRADEMARK LICENSE AGREEMENT
THIS TRADEMARK LICENSE AGREEMENT (hereinafter “Agreement”) is effective as of
__________ day of __________, _____ (hereinafter the “Effective Date”) by and between:
________________, a corporation organized and existing under the laws of the State of
_______________, located at ___________________ [ADDRESS] (hereinafter “Licensor”), and
______________________, a corporation organized and existing under the laws of the State of
_________________, located at ___________________________ (hereinafter “Licensee”).
WHEREAS,
A. Licensor is the legal owner of the right, title, interest and goodwill in the trade mark set out
in Schedule 1 (hereinafter the “Trade Mark”);
B. Licensee desires to use the Trade Mark upon or in relation to the manufacture, production,
and sale of Products, as set forth in Schedule 2 (hereinafter “Products”);
C. In consideration of the payments set out in this Agreement, Licensor has authorized
Licensee to use the Trade Mark on the terms and conditions contained herein (hereinafter
“License”).
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter
set forth, the parties agree as follows:
1. Appointment of Licensee
1.1. Subject to the terms of this Agreement, Licensor grants to Licensee for the Term a non-
exclusive, non-assignable License to use the Trade Mark in the Territory as set forth in Schedule
3 upon or in relation to the Products.
1.2. If Licensee wishes to amend the list of Products, it will submit to Licensor for
consideration a revised Schedule 2 item, and Licensor will advise Licensee whether it gives its
consent to the amendment. Licensor’s consent will not be unreasonably withheld.
1.3. Licensor retains the right to sell its own product online or to other retailers without any
conflicts with another mass retailer. Licensee agrees that such as an initiative shall not hinder
Licensee’s revenues.
1.4. As a condition to this Agreement, Licensee must use and display Licensor logo
(hereinafter “Logo”) as a part of their design in each piece or unit or Product produced during the
terms of this Agreement.
2. Term
The term of this Agreement is commences of the Effective Date and shall continue with full
effect for __________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) years. If
either party wishes to extend the term, such a party must notify the other in writing 30 (thirty)
days in prior to termination of this Agreement.
3. Royalty Payments
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3.1. In consideration of the License, Licensee must pay Licensor __________ [AMOUNT IN
WORDS] percent (__ %) [AMOUNT IN NUMERALS] as Royalty on the retail price for all
Products of Licensee used with Licensor Trademark and logo in accordance with payment terms
specified below. Retail prices of the Product, for the time being, are set forth in Schedule 3
attached hereto. Licensee must notify within 1 (one) day after any changes of retail prices and
such a change must be recorded in an amendment of Schedule 3.
(Royalty payments may be charged over Gross sales or Net sales)
3.2. Licensee agrees to pay to Licensor Royalty payments for a particular month directly to
Licensor’s bank account on or before the tenth (10th) day of the subsequent month along with full
sales report on gross sales less r