You own a trademark or intellectual property (IP). You have identified viable licensees for the manufacture and marketing of your products. You are in serious talks with one or more companies. How do you make sure you negotiate a cheap contract? 8.9 The Licensee shall retain the distinctive character of the Marks, as well as the image and high quality of the products and goods bearing the Mark currently manufactured and sold by the Licensor and its other Licensees, as well as the prestigious marketing thereof as they are previously and currently maintained by the Licensor and its other Licensees. Licensee agrees that with respect to all Licensed Products manufactured or sold by the Licensed Products, they are of high quality in terms of workmanship, fit, design and materials used therein, and are at least equal in quality, manufacture, fit, design and material to the samples of Licensed Products submitted by Licensee and approved by Licensor in accordance with this Agreement. The entire production and production must be of a quality that corresponds to the prestige of the brands. In addition, Licensee acknowledges that, in order to preserve goodwill associated with the Marks, the Licensed Products must be sold at prices and conditions that reflect the prestigious character of the Marks and the reputation of the Marks as appearing on high quality products and at a reasonable price, provided that Licensor is not permitted to: set or regulate the prices at which licensed products are to be sold. either at the level of wholesale or retail trade. 2.7 Licensee may not use any of the Marks in combination with other trademarks not owned by Licensor, and Licensee may not include any of the Marks, whether registered or unregistered, in its company or trade name or in a domain name.
During the term of this Agreement, Licensee shall include on its stationery, business cards, invoices and delivery notes the endorsement „Authorized Licensee of Already, LLC“ or other words thereof previously approved in writing by Licensor. 8.13 All right, title and interest in and to samples, sketches, drawings and other materials provided to licensee by Licensor, whether created by Licensor or Licensee, including any modifications or enhancements thereto that may be made by Licensor or Licensee, are hereby assigned to Licensor and are the exclusive property of Licensor between Licensee and Licensor and shall: hereinafter licensed exclusively and exclusively for use in connection with the manufacture and sale of licensees. Licensed Products. Licensor may use such designs and other materials in the manner desired and allow others to use them, provided that such use does not conflict with the rights granted to Licensee hereunder. Licensee expressly acknowledges that such designs and other materials may be used by Licensor and other Licensees on Licensed Products in jurisdictions outside the Licensed Territory and on products other than Licensed Products anywhere in the world. In addition, for marketing purposes, Licensor will provide Licensee, upon reasonable request, with what is available to Licensor: (a) reports on Licensor`s marketing policy; (b) reports on trends in colours, styles and fabrics; (c) samples of promotional material; (d) flaunt ideas; and (e) labels, hanging labels and packaging. 16.11 Each party to this Agreement agrees to perform and deliver all documents and to take all additional measures and measures that may be requested by the other party and that are reasonably necessary to perform the terms of this Agreement and the transactions provided for herein. 2.1 During the term of this Agreement and subject to all terms and conditions contained in this Agreement, Licensor hereby grants Licensee the non-exclusive, non-transferable right and license to use the Trademark on or in connection with the Licensed Products in the Licensed Territory, including in connection with the manufacture, sale, distribution and marketing of the Licensed Products in the Licensed Territory. It is understood and agreed that this license applies only to licensed products and does not extend to other products or services. A single license grants the licensee an exclusive license, but the licensor retains the right to use the intellectual property. Although Licensor does not grant additional licenses, Licensor may continue to use the intellectual property and all previous licenses may remain in effect. Other common licensing topics we cover include: Royalties range from 4% to 14% for each licensed item you market, and you must guarantee payment of a minimum annual royalty, some of which is due upon signing.
8.5 Transactions with Other Licensees. Licensee may not, without Licensor`s prior written consent: (i) sell or provide the samples or other equipment used by Licensee to manufacture the Licensed Products to another Licensor licensee; or (ii) print or manufacture items using the Marks for another licensee of Licensor. Typically, licensors want to be easily able to sever relationships with a licensee, even for the smallest violations, while licensees must get through the tires if they want to terminate the contract. Termination clauses can be disastrous for both licensors and licensees. If you or a member of your team has no experience negotiating license agreements, you risk catastrophic consequences unless you understand what the terms of standard license agreements mean. A license allows an intellectual property rights holder (the licensor) to earn money from an invention or creative work by charging a user (the licensee) for the manufacture and marketing of the product or service. This is a legal contract in which a third party (the licensee) rents the use of the trademark, name or likeness of another company (the licensor). The licensee usually acquires the right to use a company`s intellectual property because it has the potential to sell more products than without the brand. However, if you want to license your design in other countries, the U.S.-based trademark registry offers little or no protection from injury abroad. You must apply for registration in the countries concerned; Otherwise, you have few rights when someone is competing with your product. Performance or due diligence clauses allow the contract to be terminated or penalties imposed if the licensee does not meet certain requirements.
For example, if a licensee does not meet the specified sales targets or does not properly market a product, the licensor may terminate the license. 15.2 Any dispute or controversy that may arise between Licensee and Licensor in connection with any interpretation of this Agreement or its performance or non-performance shall be resolved exclusively by the courts located in Tarrant County, Texas. The parties expressly consent to the exclusive jurisdiction of the courts located in Tarrant County, Texas, have agreed to accept service of the proceeding by mail and hereby waive any defense of jurisdiction or venue otherwise available to the parties. Often, royalties are paid quarterly, with payment usually due 30 days after the end of each quarter. Licensors have the right to review Licensee`s books to review sales and license registrations. If Licensee does not provide the service under the written license agreement, Licensor wishes to have the right to terminate the agreement before the end of the period. Most contracts have three categories of termination: Do you want to obtain a software license? Click here to create an End User License Agreement or Software License Agreement. There may be legal restrictions on the licensee that have been established by the government and that you are not aware of. Apparel products, including head coverings, head coverings, clothing, apparel and personal accessories that brand licensors use and/or otherwise contain and that have neither the desire nor the ability to identify, solicit and negotiate with potential licensees (not to mention administer a program) may wish to enter into a contract with a single licensing agent or multi-party licensing body persons. Do you want to allow the licensee to use your intellectual property without restriction? Or, the licensee may only use your intellectual property in a certain way for a limited period of time.
And if a licensor enters into an exclusivity agreement to later find a licensee who does a much better job in the same geographic area, they would have anchored themselves with a weak partner. 2.9 Agreements with manufacturers. Licensee has the right to agree with another party to manufacture the Licensed Products or Components of the Licensed Products for exclusive sale, use and distribution by Licensee. Licensee undertakes to enter into a written agreement with all such manufacturers and undertakes to include in such written agreements all provisions protecting the rights of the licensor contained in the form of the manufacturing contract available from the licensor. Licensee also undertakes to provide licensor with copies of all agreements with such manufacturers within five days of their performance. Failure to comply with any aspect of this Section will constitute a material breach and Licensor shall have the right to terminate this Agreement immediately. 8.7 Licenses granted hereunder are subject to licensee`s full and complete compliance with the labeling provisions of U.S. patent, trademark, and copyright laws and the License Territory. In most cases, licensors are willing to take responsibility for their own product unless the licensee changes the product/service specifications in the manufacturing process.
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