Sample Trademark License Agreement

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

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

The Licensor and Licensee are collectively referred to as the “Parties.”

1. Grant of License

1.1 Licensed Trademark
The Licensor hereby grants to the Licensee a [non-exclusive/exclusive] license to use the trademark(s) listed in Exhibit A (the "Licensed Trademark") in connection with the goods and/or services specified in Exhibit B (the "Licensed Goods/Services").

1.2 Territory
The License is valid in the following territory: [Specify territory, e.g., worldwide, EU, Germany].

1.3 Term
This Agreement is effective from [Start Date] and shall remain in effect until [End Date], unless terminated earlier in accordance with this Agreement.

1.4 Sublicensing
[Option 1: The Licensee shall not have the right to sublicense the Licensed Trademark.]
[Option 2: The Licensee may sublicense the Licensed Trademark with the prior written consent of the Licensor.]

2. Royalties and Payments

2.1 Royalty Rate
The Licensee agrees to pay a royalty of [Percentage, e.g., 5%] of gross sales of the Licensed Goods/Services.

2.2 Minimum Royalty
[Optional: The Licensee shall pay a minimum annual royalty of [Amount] regardless of sales.]

2.3 Payment Terms
Royalties shall be paid [monthly/quarterly/annually] no later than [Day of Month/Quarter] following the end of the payment period. Payment shall be made to the Licensor's designated bank account.

2.4 Reporting and Audit
The Licensee shall submit detailed sales reports with each royalty payment. The Licensor reserves the right to audit the Licensee's records upon reasonable notice, at the Licensor's expense unless underpayment exceeding [Percentage, e.g., 5%] is discovered, in which case the Licensee shall bear the audit costs.

3. Quality Control

3.1 Quality Standards
The Licensee agrees to maintain the quality of the Licensed Goods/Services at a level consistent with the Licensor's standards as described in Exhibit C.

3.2 Approval of Use
The Licensee shall submit samples of all uses of the Licensed Trademark (e.g., product packaging, advertisements) to the Licensor for approval before public release.

3.3 Inspection Rights
The Licensor shall have the right to inspect the Licensed Goods/Services to ensure compliance with this Agreement.

4. Ownership and Protection

4.1 Trademark Ownership
The Licensee acknowledges that the Licensor is the sole owner of the Licensed Trademark and agrees not to challenge its validity or ownership.

4.2 Infringement
The Licensee shall notify the Licensor promptly of any suspected infringement of the Licensed Trademark. The Licensor shall have the sole right to enforce its trademark rights, although the Licensee agrees to cooperate in such enforcement actions if requested.

4.3 No Ownership Rights
Nothing in this Agreement shall be construed as granting the Licensee any ownership rights in the Licensed Trademark.

5. Termination

5.1 Termination for Cause
The Licensor may terminate this Agreement immediately if the Licensee:

• Fails to pay royalties or other amounts due under this Agreement.
• Breaches any material provision of this Agreement and fails to remedy the breach within [Number] days of receiving written notice.

5.2 Termination for Convenience
[Optional: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.]

5.3 Effect of Termination
Upon termination, the Licensee shall cease all use of the Licensed Trademark and destroy or return any materials bearing the Licensed Trademark.

6. Indemnification and Liability

6.1 Indemnification
The Licensee shall indemnify and hold the Licensor harmless from any claims, damages, or liabilities arising out of the Licensee’s use of the Licensed Trademark, except where such claims are directly attributable to the Licensor's actions.

6.2 Limitation of Liability
The Licensor’s liability under this Agreement shall not exceed the total royalties paid by the Licensee in the [12 months] preceding the claim.

7. Governing Law and Dispute Resolution

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

7.2 Dispute Resolution
[Option 1: Any disputes arising under this Agreement shall be resolved through arbitration under the rules of [Arbitration Institution].]
[Option 2: The parties submit to the exclusive jurisdiction of the courts in [Location].]

8. Miscellaneous

8.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, discussions, or understandings.

8.2 Amendments
This Agreement may only be amended in writing, signed by both parties.

8.3 Assignment
The Licensee shall not assign this Agreement without the prior written consent of the Licensor.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Licensor:
Name: __________________________
Signature: _____________________
Date: __________________________

Licensee:
Name: __________________________
Signature: _____________________
Date: __________________________

Optional Attachments

• Exhibit A: List of Licensed Trademarks.
• Exhibit B: Description of Licensed Goods/Services.
• Exhibit C: Quality Control Standards.