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What is Cross Trademark License Agreement?
Cross Trademark License Agreement Allows parties to use each other's trademarks within defined contexts, detailing usage guidelines and restrictions for trademark use.
Sample template:
Cross-Trademark License Agreement
This Cross-Trademark License Agreement (the "Agreement") is made and entered into as of the Effective Date (defined below) by and between:
Global Brands Inc, a corporation organized and existing under the laws of the United States, with its principal place of business at [Address] ("Party A");
and
Innocreations Enterprises LLC, a limited liability company organized and existing under the laws of the United States, with its principal place of business at [Address] ("Party B").
(individually, a "Party" and collectively, the "Parties")
1. Definitions
1.1. Trademarks
As used in this Agreement, "Trademarks" shall mean the trademarks, service marks, trade names, and other indicia of origin owned, registered, or applied for registration by each Party.
1.2. Licensed Use
As used in this Agreement, "Licensed Use" shall mean the mutual use of the Trademarks specified in the Schedules hereto in the respective contexts described therein, subject to the terms and conditions of this Agreement.
2. Grant of License
Party A hereby grants to Party B, and Party B hereby grants to Party A, a non-exclusive, non-transferable, royalty-free right and license, without the right to sublicense, to use each other's Trademarks solely in the manner and for the purposes set forth in the Schedules hereto, subject to the terms and conditions of this Agreement (the "License").
3. Restrictions on Licensed Use
Each Party shall use the other Party’s Trademarks only in accordance with the usage guidelines set forth in the respective Schedule hereto and as required to comply with all applicable laws, rules, and regulations of the United States. No Party shall use the other Party’s Trademarks in any manner that would jeopardize or impair the validity, integrity, or enforceability of the Trademarks.
4. Quality Control
To the extent a Party uses the other Party’s Trademarks, it shall ensure that all products and services identified by such Trademarks meet or exceed the quality standards established by the other Party and shall otherwise comply with any reasonable written quality control guidelines provided by that Party. Each Party shall have the right to inspect and approve, in its sole discretion, the use of its Trademarks by the other Party.
5. Ownership and Goodwill
Each Party acknowledges and agrees that the other Party is the sole and exclusive owner of its Trademarks and that the License granted hereunder does not confer any ownership interest in such Trademarks, except for the limited rights expressly granted in this Agreement. All uses of a Party’s Trademarks by the other Party, and all goodwill arising from such use, shall inure solely to the benefit of the Party owning such trademarks.
6. Intellectual Property Indemnification
Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) incurred by the Indemnified Party in connection with any third-party claim, action, or proceeding (collectively, "Claims") arising out of or resulting from the Indemnifying Party's breach of any warranty, representation, or covenant contained in this Agreement, or the Indemnifying Party's use of the other Party's Trademarks, except to the extent such Claims result from the Indemnified Party's own negligence or intentional misconduct.
7. Term and Termination
7.1. Term
This Agreement shall commence on the date first set forth above (the "Effective Date") and shall continue in full force and effect for a period of one (1) year, unless terminated earlier in accordance with the provisions of this Section 7.
7.2. Termination for Convenience
Either Party may terminate this Agreement, for any reason or no reason, upon thirty (30) days written notice to the other Party.
7.3. Termination for Cause
Either Party may terminate this Agreement, upon written notice to the other Party, in the event that the other Party breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice thereof.
7.4. Effect of Termination
Upon termination of this Agreement for any reason, each Party shall immediately cease all use of the other Party’s Trademarks and shall promptly return to the other Party all copies of the other Party's Trademarks and any materials containing or bearing the other Party's Trademarks.
8. Miscellaneous
8.1. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the United States, without regard to its principles of conflicts of laws.
8.2. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, and all past dealings between the Parties regarding the same.
8.3. Modification
No modification, amendment, or waiver of any provision of this Agreement, or any Schedule hereto, shall be effective unless in writing and signed by both Parties.
8.4. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Global Brands Inc
By: __________________________
Name: ________________________
Title: _______________________
Innocreations Enterprises LLC
By: __________________________
Name: ________________________
Title: _______________________
Common Sections of a Cross Trademark License Agreement
In this Cross Trademark License Agreement, you will see the following sections:
- Definitions
- Grant of License
- Restrictions on Licensed Use
- Quality Control
- Ownership and Goodwill
- Intellectual Property Indemnification
- Term and Termination
- Miscellaneous
Summary of each section:
- Definitions : This section explains the meaning of key terms used in the agreement, such as "Trademarks" and "Licensed Use." Think of it as a glossary for the rest of the document.
- Grant of License : This part describes how both parties are giving each other permission to use their respective trademarks. It's like two neighbors agreeing to share their tools, but only for specific purposes and without letting anyone else borrow them.
- Restrictions on Licensed Use : This section sets boundaries on how each party can use the other's trademarks. It's like the rules of the road, ensuring that both parties follow the law and don't damage each other's reputation.
- Quality Control : This part ensures that both parties maintain high standards when using each other's trademarks. It's like a restaurant agreeing to serve only high-quality food to protect the reputation of the brand they're associated with.
- Ownership and Goodwill : This section clarifies that each party still owns their trademarks and that any benefits from using the other's trademarks go back to the owner. It's like renting a car – you can use it, but you don't own it, and any improvements you make to the car benefit the owner.
- Intellectual Property Indemnification : This part explains how each party will protect the other if someone sues them for using the other's trademarks. It's like having insurance to cover any legal issues that might arise from sharing each other's property.
- Term and Termination : This section outlines how long the agreement lasts and how either party can end it. It's like a lease agreement for an apartment, specifying the duration and conditions for ending the lease early.
- Miscellaneous : This part covers various legal aspects, such as which laws apply to the agreement and how it can be modified. It's like the fine print in a contract, covering all the details that don't fit neatly into other sections.
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