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Exclusive Trademark Licence Agreement
"I need an Exclusive Trademark Licence Agreement for granting rights to use our company's food and beverage trademarks in Germany and Austria, with a minimum annual royalty of €500,000 and an initial term of 5 years starting from January 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of the trademark
3. Definitions: Key terms used throughout the agreement including Licensed Marks, Territory, Licensed Products
4. Grant of Licence: Scope and nature of the exclusive licence, including permitted uses and restrictions
5. Territory: Geographical scope of the licence and any territorial restrictions
6. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination
7. Royalties and Payments: Financial terms, payment schedules, and reporting requirements
8. Quality Control: Standards, monitoring, and approval processes for licensed products
9. Protection of the Marks: Obligations regarding trademark protection, infringement, and enforcement
10. Warranties and Indemnities: Legal guarantees and protections for both parties
11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Sub-licensing Rights: Terms and conditions for granting sub-licenses, when sub-licensing is permitted
2. Minimum Performance Requirements: Minimum sales or revenue targets that the licensee must achieve
3. Marketing and Promotion: Specific marketing commitments, restrictions, and approval processes
4. Non-Competition: Restrictions on competing activities during and after the agreement
5. Change of Control: Provisions dealing with changes in ownership or control of either party
1. Schedule 1 - Licensed Trademarks: Detailed list of all trademarks covered by the agreement, including registration numbers
2. Schedule 2 - Licensed Products: Comprehensive list of products and services covered by the licence
3. Schedule 3 - Quality Standards: Detailed quality requirements, specifications, and approval processes
4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties, including examples if needed
5. Schedule 5 - Approved Form of Trademark Notice: Specified format for trademark notices to be used on licensed products
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