Trademark Coexistence Agreement

This Trademark Coexistence Agreement ("Agreement") is entered into on [Date] by and between:

1. Party A: [Name], a company incorporated under the laws of [Jurisdiction], with its principal office at [Address].
2. Party B: [Name], a company incorporated under the laws of [Jurisdiction], with its principal office at [Address].

Party A and Party B are collectively referred to as the "Parties."

1. Purpose

The purpose of this Agreement is to resolve potential or actual conflicts between the Parties' respective trademarks and to establish terms under which both Parties can coexist in the market without confusion or infringement.

2. Trademarks

2.1 Party A's Trademark(s):
The trademarks owned by Party A and covered under this Agreement are listed in Exhibit A ("Party A’s Trademark(s)").

2.2 Party B's Trademark(s):
The trademarks owned by Party B and covered under this Agreement are listed in Exhibit B ("Party B’s Trademark(s)").

3. Use of Trademarks

3.1 Territorial Scope

• Party A is entitled to use Party A’s Trademark(s) in the following territories: [Specify territories, e.g., Germany, EU].
• Party B is entitled to use Party B’s Trademark(s) in the following territories: [Specify territories, e.g., USA, Asia].

3.2 Goods and Services

• Party A will limit its use of Party A’s Trademark(s) to the following goods/services: [List goods/services].
• Party B will limit its use of Party B’s Trademark(s) to the following goods/services: [List goods/services].

3.3 No Overlap
Neither Party shall use its trademark for goods/services or in territories specifically assigned to the other Party under this Agreement.

4. Obligations and Limitations

4.1 Avoidance of Confusion
The Parties agree to take all reasonable steps to avoid consumer confusion, including:

• Using distinctive logos, stylizations, or additional wording.
• Avoiding marketing strategies that suggest affiliation or endorsement by the other Party.

4.2 Quality Standards
Each Party agrees to maintain high-quality standards for the goods/services associated with its trademarks to protect their reputation.

4.3 Advertising and Promotion
[Option 1: Each Party agrees to review and approve promotional materials to ensure compliance with this Agreement.]
[Option 2: Each Party has full autonomy over its advertising, provided it does not infringe upon the other Party’s rights.]

5. Enforcement of Rights

5.1 Monitoring and Reporting
Each Party shall monitor its trademarks and notify the other Party promptly of any third-party infringement.

5.2 Enforcement Actions

• Each Party shall retain the exclusive right to enforce its trademark(s) against third parties within its assigned territory or industry.
• The Parties agree to cooperate in good faith if a third-party infringement impacts both trademarks.

6. Dispute Resolution

6.1 Mediation
In the event of a dispute arising under this Agreement, the Parties agree to first attempt to resolve the matter through mediation in [Location] under the rules of [Mediation Institution].

6.2 Arbitration
[Option: Any unresolved disputes shall be submitted to binding arbitration under the rules of [Arbitration Institution], with the place of arbitration in [City].]

6.3 Governing Law
This Agreement shall be governed by the laws of [Jurisdiction].

7. Term and Termination

7.1 Term
This Agreement shall remain in effect indefinitely unless terminated in accordance with this section.

7.2 Termination by Agreement
The Parties may terminate this Agreement by mutual written consent.

7.3 Breach
If a Party breaches this Agreement and fails to cure the breach within [Number] days after receiving written notice, the other Party may terminate this Agreement.

7.4 Effect of Termination
Upon termination, each Party retains the right to its own trademark(s) but agrees not to use the other Party’s trademarks or any confusingly similar marks.

8. Miscellaneous

8.1 Confidentiality
The Parties agree to keep the terms of this Agreement confidential, except as required by law or to enforce this Agreement.

8.2 Amendments
This Agreement may only be amended in writing and signed by both Parties.

8.3 Assignment
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

9. Signatures

Party A:
Name: __________________________
Signature: _____________________
Date: __________________________

Party B:
Name: __________________________
Signature: _____________________
Date: __________________________

Attachments

• Exhibit A: Party A’s Trademark(s).
• Exhibit B: Party B’s Trademark(s).

Optional Clauses and Alternatives

1. Mutual Licensing Clause:

• If desired, the Parties may include a clause granting limited licenses to each other to use their trademarks in specified overlapping areas.

1. Performance Metrics Clause:

• Each Party agrees to review its compliance with the Agreement annually and discuss any necessary updates.

1. Third-Party Mediation Clause:

• A neutral third party may mediate if disputes arise over the interpretation of the Agreement.

1. Future Expansion Clause:

• Either Party may request renegotiation of the Agreement in case of market expansion or diversification.

This flexible framework ensures that both Parties can coexist harmoniously in the market while protecting their respective trademark rights. Legal advice should be sought to tailor the agreement to specific needs and jurisdictions.