Free Brand Licensing Agreement Creator - Create Online

Brand Licensing Agreement

This Brand Licensing Agreement (the "Agreement") is made and entered into as of the date of its acceptance by both parties (the "Effective Date") between [Licensor], a company duly organized and existing under the laws of the United States, having its principal place of business at [Address] (the "Licensor"), and [Licensee], a company duly organized and existing under the laws of the United States, having its principal place of business at [Address] (the "Licensee") (collectively referred to as the "Parties").

1. License Grant

1.1. Grant of License

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, and revocable license to use the Licensor's brand name "TechSync" (the "Licensed Brand") solely in connection with the design, manufacture, advertising, promotion, sale, and distribution of Licensee's line of electronics (the "Licensed Products") in the Territory (as defined below).

1.2. Territory

For purposes of this Agreement, the "Territory" shall mean the United States.

2. Term and Termination

2.1. Term

This Agreement shall commence on the Effective Date and shall remain in effect for a period of two (2) years, unless terminated earlier in accordance with Section 2.2 below (the "Term").

2.2. Termination

This Agreement may be terminated before the expiration of the Term:

(a) By either party upon written notice to the other party in the event of a material breach of any provision of this Agreement by that other party, provided that the breaching party fails to remedy the breach within thirty (30) days after receipt of written notice of the breach;

(b) By either party upon written notice to the other party if the other party becomes insolvent or is subject to a declaration of bankruptcy;

(c) By Licensor upon written notice to Licensee if Licensee challenges the validity or enforceability of any of the Licensed Brand;

(d) By Licensor upon written notice to Licensee if Licensee attempts to assign, sublicense, or transfer this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of Licensor;

(e) By Licensor upon sixty (60) days' prior written notice to Licensee, without cause.

3. Royalties

3.1. Royalty Calculation

In consideration for the rights granted herein, Licensee shall pay Licensor a royalty equal to five percent (5%) of the Net Sales (as defined below) of the Licensed Products sold by Licensee during the Term (the "Royalty"). For purposes of this Agreement, "Net Sales" means the gross sales price of the Licensed Products sold by Licensee, less any sales or value-added taxes, customs duties, returns, and allowances actually paid or allowed.

3.2. Payment and Reporting

Licensee shall pay the Royalties to Licensor on a quarterly basis within thirty (30) days after the end of each calendar quarter during the Term. Licensee shall also provide a written report to Licensor within the same time period detailing the calculation of Net Sales and the corresponding Royalty.

4. Usage Restrictions and Quality Control

4.1. Usage Restrictions

Licensee shall use the Licensed Brand only in accordance with the specifications and guidelines provided by Licensor and solely in connection with the Licensed Products. Licensee shall not use the Licensed Brand on or in connection with any products or services not expressly authorized by this Agreement. Licensee shall not alter, modify, dilute, or otherwise misuse the Licensed Brand or any related trademarks, trade names, or logos owned by Licensor, or bring any harm to the reputation of Licensor or the Licensed Brand.

4.2. Quality Control

Licensee shall ensure that the quality of the Licensed Products, and their manufacture, packaging, marketing, distribution, and advertising, is consistent with the quality standards established by Licensor. Licensor shall have the right to inspect the Licensed Products and their associated marketing materials and conduct quality audits during the Term as it deems necessary, upon reasonable prior written notice to Licensee.

5. Ownership of Licensed Brand

5.1. Ownership

Licensee acknowledges that, as between Licensor and Licensee, the Licensed Brand and all related trademarks, trade names, logos, and other intellectual property rights are and shall remain the sole and exclusive property of Licensor, and that Licensee shall not acquire any proprietary rights in the Licensed Brand or related marks by virtue of this Agreement.

6. Governing Law and Dispute Resolution

6.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States, without regard to its conflicts of laws principles.

6.2. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by final and binding arbitration in accordance with the rules of the American Arbitration Association. The seat of arbitration shall be in a location agreed upon by the Parties, and the arbitration shall be conducted in the English language.

7. Miscellaneous

7.1. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes any prior agreements, written or oral, relating thereto.

7.2. Amendment

No modification, amendment, or waiver of this Agreement or any part thereof shall be binding upon the Parties unless mutually agreed upon in writing.

7.3. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Agreement, in duplicate, as of the date first above written.

__________________________ __________________________
[Licensor's Name] [Licensee's Name]
Licensor Licensee