Trade Mark Licence Agreement

LICENCE AGREEMENT

DATED:

________

A. THE PARTIES

1. The Licensor

The company: ________

with the registered address of:

________

(referred to hereafter as the Licensor)

2. The Licensee

The company: ________

with the registered address of:

________

(referred to hereafter as the Licensee)

B. BACKGROUND

1. The Licensor is the owner of a Trade Mark as defined in Schedule 1 ('The Trade Mark'). The Trade Mark will be the subject of this licence.

2. The background and commercial relationship of the parties is summarised as follows:

________

C. THE AGREEMENT

1. Agreed Definitions and Interpretations

I. Trade Mark

The Trade Mark which is covered by this Licence is set out and defined in Schedule 1 ('The Trade Mark').

II. Licensed Products

The Licensed Products covered by this Licence are set out and defined in Schedule 2 ('The Licensed Products').

III. Territory

The term Territory shall mean the following countries:

________

IV. Intellectual Property Rights

Intellectual Property Rights shall mean all copyright, design rights, trade marks, design rights, patents, rights held in respect of confidential information, trade secrets, invention rights, database rights or domain names or any similar rights in any territory whether registered, renewed, pending registration or unregistered.

V. Marketing Material

Marketing Material shall mean any advertisements, marketing, or promotional content relating to the Licensed Products.

VI. Purchaser

Purchaser means any person or entity purchasing, leasing, hiring, or otherwise receiving, as part of a sale transaction, any Licensed Product.

VII. Net Sale Price

The Net Sale Price means the amount invoiced to any purchaser in an arm's length transaction, less any VAT, duties, levies, transport, packaging and insurance costs which are identified on the invoice.

VIII. Minimum Net Sale Value

The Minimum Net Sale Value in respect of each Licensed Product is the amount which is specified in Schedule 2 ('The Licensed Products').

IX. Quarterly Periods

Quarterly shall mean the following three-month periods of each year commencing on: 1 January, 1 April, 1 July and 1 October.

X. Minimum Royalty Value

The Minimum Royalty Value means the sum of £________ (________) per Quarterly Period.

XI. Liability

Any reference to liability includes all kinds of liability, including but not limited to liability in contract or tort, which arises directly as a result of or in connection with this Licence whether caused by negligence, misrepresentation or any other cause recognised in the law of the jurisdiction.

XII. Confidential Information

A party's Confidential Information shall mean information belonging to that party which is either marked as confidential or which could be reasonably considered to be confidential in nature. This shall include but is not limited to information in respect of a party's:

(a). business;

(b). affairs;

(c). products;

(d). assets;

(e). clients;

(f). customers; or

(g). suppliers.

XIII. Notice

Notice shall mean notice given in accordance with the requirements of Section C.27.

I. Payments

Payments made in accordance with the Licence shall always be paid in pound sterling unless the Licensor expressly specifies in writing otherwise. The rate of exchange shall be the rate set by the Bank of England at the time that the payment becomes payable.

II. Sales

Any reference to sales of Licensed Products made under this Licence ('sale', 'sales' 'sold', or 'sell') shall refer to any transaction relating to the sale, lease, hire, supply or distribution of any Licensed Product.

III. Terminology

In this Licence:

(a). reference to this Licence includes all schedules annexed to it;

(b). reference to legislation or a legislative provision is a reference to it as amended or enacted from time to time;

(c). reference to legislation includes all subordinate legislation made under that legislation;

(d). any reference to a person or third party includes any natural person, corporate and unincorporated body (whether or not having a separate legal personality); and

(e). any words used in the singular form include the plural (and vice versa).

2. Grant of the Licence

The Licensor grants to the Licensee an exclusive licence to use the Trade Mark in the Territory subject to the rest of the terms and conditions of the Licence.

3. Term of the Licence

The Licence shall:

I. commence on ________ (the Commencement Date); and

II. it shall remain in force from the Commencement Date for a period of 1 year (the Term) and will terminate automatically after this period has elapsed; and

III. it may be terminated prior to the expiration of the Term by virtue of the provisions set out in the relevant section below (Section C.15).

4. Licensor Rights and Obligations

The Licensor's rights and obligations in respect of the Trade Marks are set out within this section (Section C.4), and are to be read in conjunction with all other rights and obligations set out within the Licence:

I. The Licensor undertakes not to use the Trade Mark within the Territory.

II. The Licensor undertakes not to grant others the right to use the Trade Mark within the Territory.

III. The Licensor shall maintain the existing registrations for the Trade Mark within the Territories. The costs directly associated with the renewal shall be paid by the Licensor.

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6. Development and Future Applications

The relevant provisions regarding the development of the Trade Marks, future trade marks and other forms of related Intellectual Property are set out within this section (Section C.6):

I. Subject to the terms and conditions of the rest of this section, the Licensee undertakes that it shall not use, register or make any application to register any form of Intellectual Property Rights which incorporate the Trade Mark or anything which may be reasonably confused with the Trade Mark (Ancillary Rights) for the purpose of using those Ancillary Rights on products other than the Licensed Products at any time for the duration of the Term and after the Licence terminates (howsoever caused).

II. Where the Licensee acquires or creates any Ancillary Rights during the Term which may be used in respect of the Licensed Products, the Licensee shall ensure that it notifies the Licensor in writing. Where the Licensor wishes to use any of those Ancillary Rights, the following shall apply:

(a). the Licensor must make a written request to the Licensee for the transfer of ownership of those Ancillary Rights; and

(b). upon receipt of any such written request, the Licensee must assign the ownership of the Ancillary Rights to the Licensor; and

(c). the Licensor shall bear any administration costs directly associated with the transaction process in respect of the assignment of the Ancillary Rights; and

(d). once the assignment of the Ancillary Rights has been completed, the Licensor must grant the Licensee a License in respect of the Ancillary Rights, the terms and conditions of which shall be the same as this Licence.

III. In the event that any additional trade mark which features the Trade Mark is created or acquired by either party during the Term (a Connected Trade Mark), the Licensor must ensure any such Connected Trade Mark is registered in the Territory. The costs directly associated with the registration shall be paid by the Licensor.

IV. Where any application is made in respect of a Connected Trade Mark in accordance with this section (Section C.6), it shall be included within the definition of the 'Trade Marks' for the purposes of the Licence.

7. Quality and Marking of the Licensed Products

The Licensee must ensure that the Licensed Products and the use of the Trade Mark meet the standards and requirements as set out within this section (Section C.7):

I. The Licensee must comply with all written requirements relating to the application of the Trade Mark, as set out in the brand specification contained at Schedule 3 ('Brand Specification').

II. The Licensee must also comply with any additional requirements relating to the application of the Trade Mark which the Licensor which may issue in writing.

III. The Licensee shall ensure that all Licensed Products sold, supplied and distributed in accordance with this Licence comply with the applicable legal, regulatory and industry specific standards. The Licensee shall be responsible for obtaining any documentation required in order to meet those standards. The costs directly involved in meeting those standards shall be paid by the Licensor.

IV. The Licensee shall notify the Licensor in the event that it is made aware (whether by customer complaint or otherwise) that any of the Licensed Products are defective and shall ensure that any such defects are remedied within a reasonable timeframe.

V. The Licensor shall have the right to monitor and inspect the Licensee's compliance with the Licence:

(a). by making a request in writing to the Licensee for random production samples of the Licensed Products (Production Sample); and

(b). the Licensee must, in response to any written request, produce at its own cost the Production Sample within 28 Calendar Days.

VI. If the Licensor rejects a Production Sample or objects generally to the standard of manufacture, storage, and distribution of the Licensed Products, it shall inform the Licensee of this position in a written notice (Rejection Notice).

VII. Within 7 Calendar Days of its receipt of the Rejection Notice, the Licensee shall immediately cease distribution of the product concerned until further notice from the Licensor.

VIII. The Licensor shall also have the right to monitor and inspect the Licensee's compliance with the Licence:

(a). by attending at any premises within which the Licensed Products are manufactured with reasonable notice; and

(b). the Licensor may exercise this right no more than two times in any twelve-month period.

IX. The Licensee shall not sell, market or distribute any Licensed Products which are damaged, defective or do not meet the required quality standards as set out within this section (Section C.7).

X. The Licensee may use its trade name on packaging or promotional materials for the Licensed Products provided that the Trade Mark appears in the manner required by the instructions of the Licensor.

8. Marketing Requirements

The Licensee must ensure all marketing in respect of the Licensed Products is undertaken in accordance with this section (Section C.8):

I. The Licensee shall ensure that it promotes and sufficiently markets the Licensed Products in the Territory in order to maximise the sale of the Licensed Products.

II. The Licensee shall be responsible for all costs associated with the marketing and promotion of the Licensed Products in the Territory.

III. The Licensee shall ensure that all Marketing Material complies with the brand specification as set out in Schedule 3 and any subsequent written brand specifications provided by the Licensor.

IV. The Licensee shall not use any Marketing Material on the Licensed Products which has not been approved by the Licensor.

V. The Licensee shall, at its own cost, send copies of all Marketing Material to the Licensor prior to the commercial launch of any such material.

VI. Upon its receipt of any proposed Marketing Material from the Licensee, the Licensor must either:

a). provide notice in writing setting out any objections it may have to the Marketing Material to the Licensee within 20 Calendar Days; or

b). provide explicit written approval of the Marketing Materials to the Licensee.

VII). The Licensor will provide its approval implicitly where it does not provide a response to the Proposed Marketing material within 20 Calendar Days of its receipt of the Marketing Material.

VIII. The Licensee must ensure that all Marketing Material complies with the relevant legal and regulatory standards in the Territory.

9. Title and Goodwill

The relevant provisions relating to the title to the Trade Mark and any goodwill arising from the Trade Mark are set out within this section (Section C.9):

I. The Licensee understands and agrees that the Licensor is the owner of the Trade Mark.

II. The Licensee must not hold itself out as holding any title, rights or interests in or to the Trade Mark other than those which are set out within the Licence.

III. The Licensee shall ensure that all the Licensed Products and any other material which carry the Trade Mark are marked with a trade mark notice to show the Licensor's ownership of the Trade Mark. The Licensor will issue in writing any instructions to regarding the specific format which the trade mark notice must take.

IV. All goodwill which arises from the Licensee's use of the Trade Mark shall accrue to the Licensor.

V. The Licensee must, upon written request of the Licensor, execute any necessary documentation to confirm the assignment.

VI. The Licensee undertakes that it shall not act (or omit to act) in any manner which may be detrimental to the goodwill associated with, the reputation to, or the value of the Trade Mark.

10. Royalties

In consideration of the rights which the Licensor has granted to the Licensee under the Licence, the Licensee must pay royalties and a fixed payment to the Licensor in accordance with the provisions of this section (Section C.10):

I. On the Commencement Date the Licensee must pay to the Licensor a fixed sum of £________ (________) which shall be a non-refundable advance against the royalties which must be paid in accordance with the rest of this section (Section C.10).

II. All royalties described in the Licence are exclusive of any value added tax (VAT) and other taxes or charges which may be required by law. Any such taxes and charges must be paid to the Licensor where required by law so that the Licensor shall receive the same amount in royalties had any such tax or charge not been applicable.

III. Royalties accrue on the earliest of:

(a). the date upon which the Licensee sends an invoice to a Purchaser in respect of the Sale; or

(b). the date upon which a Purchaser makes a payment to the Licensee in respect of the Sale; or

(c). the date upon which the Licensed Product is delivered, used or otherwise taken into the possession of any Purchaser.

IV. The Licensee must pay to the Licensor a royalty of ________% (________ percent) of the Net Sale Price for each Licensed Product which is sold with a Net Sales Price which is more than or equal to its Minimum Net Sale Value.

V. The Licensee must pay to the Licensor a royalty of ________% (________ percent) of the Minimum Net Sale Value for each Licensed Product which is sold with a Net Sales price which is less than its Minimum Net Sale Value.

VI. Royalties shall be payable by the Licensee to the Licensor every Quarterly Period in arrears, within 28 Calendar Days from the final day of each Quarterly Period (the Payment Deadline).

VII. Where any royalty payment calculated in accordance with the above provisions of this section (Section C.10) is less than the Minimum Royalty Value for any Quarterly Period, the Licensee must pay an additional amount so that the total sum paid for that Quarterly Period totals the Minimum Royalty Value.

VIII. The Licensee must, at the time that royalties become payable, provide to the Licensor a statement. The statement must set out:

(a). the Quarterly Period to which the statement covers; and

(b). the relevant Sales figures, in reference to the number of Licensed Products which have been sold during the Quarterly Period; and

(c). the Net Sale Price in respect of each Licensed Product which has been sold during the Quarterly Period (including the Net Sale Price for any sale of a Licensed Product which has been for an amount which is less than the Minimum Net Sale Value); and

(d). the number of royalties which are due and shall be paid to the Licensor in respect of that Quarterly Period; and

(e). where any taxes or charges are applicable to the royalties, details of the total sum of those charges or taxes which shall be included within the Licensee's payment; and

(f). all other information which may be reasonably required by the Licensor in respect of the royalties.

IX. In the event that the royalties are not paid by the Payment Deadline, the Licensor shall be entitled to charge interest on the royalties due at a rate of 3% (three percent) per annum above the Bank of England Base Rate. Interest will accrue from the Payment Deadline until payment has been made in full.

X. the Licensor shall confirm any specific payment instructions (such as bank details) to the Licensee by the first date upon which royalties become due. It is agreed that the payments will be made in the following manner: ________.

XI. The Licensee must keep full and accurate records of all sales in respect of the Licensed Products (Sales Records) for the entire Term and for a period of one year after the Licence Terminates, howsoever caused.

XII. The Licensor shall be entitled, with reasonable notice, to inspect such Sales Records and to take copies of any extracts of the Sales Records as it sees necessary.

XIII. If, following such an inspection of the Sales Records, a shortfall in the total amount due as royalties to the Licensor for any Quarterly Period is revealed, the Licensee must immediately reimburse to the Licensor all sums due.

11. Warranties

I. The Licensee warrants and represents that it has the authority to enter into this Licence.

II. The Licensor warrants and represents that, as of the Commencement Date, the Trade Mark is valid and legally enforceable within the Territory.

III. Nothing in this Licence shall be taken to constitute a representation or warranty by the Licensor that the Licensee's exercise of the rights under this Licence shall not infringe the Intellectual Property Rights of any third party.

12. Indemnities and Insurance

I. The Licensor shall indemnify and hold harmless the Licensee against all liabilities, costs, legal fees, expenses, damages, or losses arising out of the Licensor's breach of any warranty that it has provided in Section C.11.

II. The Licensee shall indemnify and hold harmless the Licensor against all liabilities, costs, legal fees, expenses, damages, or losses incurred by the Licensor which arise as a result of the Licensee's actions, omissions, or breach of the terms and requirements of this Licence (including any product liability claim in relation to the Licensed Products).

III. Both parties shall ensure that they have an appropriate insurance cover against all liabilities (including any indemnities) which may arise under the Licence.

13. Liability

The relevant limitations, exclusions and financial caps to the liability of the parties under this Licence are set out in this section (Section C.13):

Excluded Loss

I. Subject to the rest of this section (Section C.13), neither party to the Licence shall have liability to the other for any indirect or consequential loss.

II. Subject to the rest of this section (Section C.13), neither party to the Licence shall have liability to the other for:

(a). loss of profit;

(b). loss of anticipated or actual savings;

(c). loss of sales;

(d). loss of commercial opportunity;

(e). loss of contracts;

(f). loss of goodwill or damage to reputation;

(g). loss of publicity;

(h). loss or damage to equipment; or

(i). loss, damage or corruption to data or software.

Unlimited Liabilities

III. Nothing in this section (Section C.13) and nothing in this Licence shall limit the Liability of the parties where:

(a). the liability is incurred for death or personal injury arising by way of negligence; or

(b). the liability is incurred for fraud or fraudulent misrepresentation; or

(c). the liability is incurred from the deliberate default of either of the parties.

(d). the liability is incurred for any other type of loss which cannot be excluded or limited by law.

IV. Any excluded loss or limitations set out above in this section (Section C.13) shall not apply to any indemnities provided by the parties in Section C.12, the liability of the parties in respect of those indemnities shall be unlimited.

14. Confidentiality

I. Each party agrees that it shall only use the Confidential Information of the other party for the performance of its obligations under the Licence.

II. Each party agrees that it shall not disclose Confidential Information belonging to the other party to any other person save for in the case that:

(a). the Confidential Information is disclosed to an employee, agent or advisor (Authorised Agent) of the disclosing party; and

(b). the disclosure is necessary for the performance of the disclosing party's performance of its obligations under this Licence; and

(c). the disclosing party ensures that the Authorised Agent is advised of the confidential nature of the information and ensures that the Authorised Agent shall comply with all requirements of this section (Section C.14).

III. The confidentiality requirements set out within this section (Section C.14) shall apply to both parties for the duration of the Term.

IV. Neither party shall be considered in breach of the confidentiality requirements of this section (Section C.14) where it makes a disclosure of Confidential Information to a third party and where it is required to do so by law.

15. Termination

The Licence may be terminated under the provisions of this section (Section C.15):

I. The Licence may be terminated with immediate effect by one party serving notice in writing to the other party where the other party has committed a material breach of a term to the Licence and the breach is not remediable.

II. The Licence may be terminated with immediate effect by one party serving notice in writing to the other party, where that other party has committed a material breach of a term to the Licence and:

(a). the party serving the notice has already served a notice of breach, setting out the remedies required; and

(b). the other party has, having received the notice of breach, failed to remedy the breach within 28 Calendar Days of its receipt.

III. The Licensor may terminate the Licence with immediate effect by serving notice in writing to the Licensee where any sums from the Licensee remain unpaid for more than 28 Calendar Days after it receives formal notice from the Licensor advising that payment is overdue.

IV. The Licensee may terminate the Licence with immediate effect by serving written notice where:

(a). the Licensor is unable to or ceases to pay its debts (under the definition provided by section 123 of the Insolvency Act 1986); or

(b). the Licensor has obtained a moratorium under Part A1 of the Insolvency Act 1986; or

(c). the Licensor becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

(d). the Licensor becomes the subject of a scheme arrangement under Part 26 of the Companies Act 2006; or

(e). the Licensor becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006; or

(f). the Licensor passes a resolution, or has an order made for, the appointment of a receiver; or

(g). the Licensor passes a resolution, or an order made for, its winding up.

V. The Licensor may terminate the Licence with immediate effect by serving written notice where:

(a). the Licensee is unable to or ceases to pay its debts (under the definition provided by section 123 of the Insolvency Act 1986); or

(b). the Licensee has obtained a moratorium under Part A1 of the Insolvency Act 1986; or

(c). the Licensee becomes the subject of a Company Voluntary Arrangement under the Insolvency Act 1986; or

(d). the Licensee becomes the subject of a scheme arrangement under Part 26 of the Companies Act 2006; or

(e). the Licensee becomes the subject of a restructuring plan under Part 26A of the Companies Act 2006; or

(f). the Licensee passes a resolution, or has an order made for, the appointment of a receiver; or

(g). the Licensee passes a resolution, or an order made for, its winding up.

16. Post Termination

This section (Section C.16) shall apply where the Licence has been terminated (howsoever caused).

I. Upon the termination of the Licence, all rights of the Licensee in respect of the Trade Mark shall cease to exist and the Licensee must, subject to the rest of the provisions to this section (Section C.16), cease using the Trade Mark immediately.

II. Upon termination of the Licence, and subject to the rest of the provisions to this section (Section C.16), the Licensee shall return to the Licensor:

(a). all Confidential Information provided to it by the Licensor;

(b). all Marketing Material and records relating to the Licensed Products; and

(c). all other materials provided to it by the Licensor under this Licence.

III. The Licensee shall assist and co-operate with any necessary steps which may be required in order to enable the Licensor to cancel the relevant registration notices in respect of the Trade Mark.

IV. From the date of termination of the Licence, the Licensor shall have a period of 90 Calendar Days (the Post-Termination Period) to sell any existing stock of the Licensed Products which it has in its possession at the date of termination.

V. The Licensee must during the Post-Termination Period continue to pay Royalties in accordance with the provisions of Section C.10.

VI. After a period of ________ Calendar Days from the date of termination has elapsed, the Licensee must either destroy or return to the Licensor all Licensed Products which it has not yet sold, the Licensor to specify in writing whether the Licensed Products are to be destroyed or returned.

VII. All provisions of the Licence which are intended by virtue of their nature and purpose to survive termination shall continue.

17. Assignment

The Licensee shall not assign or sub-license any right or obligation under this Licence without the explicit written consent of the Licensor.

18. Infringement

In the event that the Licensee becomes aware of any infringement or suspected infringement of the Trade Mark by a third party, the Licensee shall inform the Licensor as soon as reasonably practicable.

19. Force Majeure

I. Neither of the parties shall be liable or considered in breach of the Licence where there is a failure or delay in a party performing their actions or obligations under the Licence where the failure or delay has arisen from an event which is beyond the reasonable control of that party (Force Majeure Event).

II. If a Force Majeure Event continues for a consecutive period of more than 3 months, either party may terminate this Licence with immediate effect by servicing notice upon the other party.

20. Severance

I. If any provision or part of any provision of this Licence is deemed invalid or unenforceable, it shall be treated as though it is erased from the Licence but the erasure of the provision or part-provision shall not affect the validity or enforceability of the rest of the Licence.

II. If in accordance with this Section (Section C.20) any provision or part of any provision is erased, the parties shall conduct negotiations regarding any replacement provision in good faith.

21. Entire Agreement

This Licence constitutes the entire agreement between the parties. The parties have not relied on any statement, warranty, representation or assurance other than those which are set out within the Licence.

22. Variation

A variation to this Licence may only be effective if it is made in writing and signed by each party.

23. Waiver

A delay or failure to exercise a right or remedy under this Licence shall not constitute a waiver of that right or remedy. A waiver of any right or remedy under this Licence shall only be effective if it is explicitly given in writing and signed by the relevant party.

24. Third Party Rights

This Licence does not confer any rights under the Contracts (Rights of Third Parties) Act 1999 to any persons other than those who are parties to this Licence.

25. Governing Law

This Licence (and any dispute or claim arising out of or in connection with its contents) shall be governed by and construed in accordance with the laws of England and Wales.

26. Jurisdiction

The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle and adjudicate over any dispute or claim arising out of or in connection with this Licence.

27. Notices

The provisions of this section (Section C.27) apply to the service of all notices sent under this Licence but do not apply to the service of legal proceedings or in respect of Alternative Dispute Resolution.

I. Any notice provided by either party under this Licence must be in writing.

II. Notices may be given in the following manner:

(a). by hand to the relevant address for service.

(b). by post using Royal Mail Signed For First Class to the relevant address for service.

III. Notices shall be deemed to be received:

(a). on receipt of a signature from the recipient party at the delivery address where sent by hand.

(b). on the second Business Day after posting where sent by post.

IV. The relevant addresses for service are:

(a). Licensor

________

(c). Licensee

________

V. Where either party changes its address for service, they may do so by notifying the other party in accordance with the provisions of this section (Section C.27) and any such change shall be effective from the date of service.

D. SIGNATURE OF THE PARTIES

This Licence has been agreed by the parties and has been signed on ________.

1. Licensor

Signed by ________ (________) for and on behalf of ________:

______________________________

Date of signature:

________

2. The Licensee

Signed by ________ (________) for and on behalf of ________:

______________________________

Date of signature:

________

Schedule 1

'The Trade Mark'

Trade Mark description

The Trade Mark is the written mark: ________.

Classification and specification

The specification and classification of the registration for the Trade Mark are as follows:

________

Territory

The Trade Mark is registered in the United Kingdom.

Trade mark number

The Trade Mark registration number is: ________.

Date of registration

The date of registration is: ________.

Schedule 2

'The Licensed Products'

The Licensed Products

The Licensed Products and Services are the products and services in respect of which the Trade Mark may be used by the Licensor under this agreement. The Trade Mark may not be used on any products which are not included within the below definition.

Description

The Licensed Products are:

________

Minimum Net Sale Value

The Minimum Net Sale Value for each Licensed Product is:

________

Schedule 3

'Brand Specification'

The Licensor's brand specification/brand guidelines are to be attached below by the Licensor.