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License of Trademark Agreement template
License of Trademark Agreement sample

What is License of Trademark Agreement?

License of Trademark Agreement A License of Trademark Agreement grants rights to use and license trademarks, specifying licensing terms, royalties, usage restrictions, and ownership details for the licensed trademark.

Sample template:


This License of Trademark Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between [Owner's legal name], a [State and Type of Entity] having its principal place of business at [Owner's address] ("Owner"), and SunSpark Creations, a [State and Type of Entity] having its principal place of business at [Licensee's Address] ("Licensee").


1.1. License of Trademark

Subject to the terms and conditions of this Agreement, Owner hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-bearing license to use the "EcoFresh" trademark as described in Exhibit A attached hereto (the "Trademark") on or in connection with Licensee's line of organic food products for branding and marketing purposes, in accordance with the terms of this Agreement.


2.1. Royalty Payments

In consideration for the license granted herein, Licensee shall pay to Owner a royalty equal to [X%] of the Net Sales of the licensed products bearing the Trademark ("Licensed Products") sold by Licensee. "Net Sales" shall mean the gross invoice amount billed by Licensee for sales of Licensed Products, less returns, allowances, discounts, rebates, costs of transportation, and taxes. Royalties shall be paid quarterly on or before the 30th day following the end of each calendar quarter, and shall be accompanied by a written report detailing the calculation of the royalties due for the relevant quarter. Licensee shall keep accurate books of an account, with supporting documentation, of all sales of Licensed Products.


3.1. Permitted Use

Licensee shall only use the Trademark in the manner prescribed in this Agreement and in any guidelines provided by the Owner. The Licensee shall ensure that the use of the Trademark is consistent with the level of quality, reputation, and goodwill associated with the Trademark, and that the Trademark is used solely in connection with the advertising, promotion, and sale of Licensed Products.

3.2. No Modifications

Licensee shall not alter, modify, dilute, or otherwise misuse the Trademark, or create any derivative works thereof, without the prior written consent of the Owner.

3.3. Compliance with Laws

Licensee shall comply with all applicable federal, state, and local laws, regulations, and requirements in connection with its use of the Trademark, and will obtain all necessary permits and licenses relating to the use of the Trademark on Licensed Products, at Licensee's sole cost.


4.1. Ownership and Goodwill

All rights, title, and interest in and to the Trademark, including, without limitation, the goodwill associated therewith, shall remain the sole and exclusive property of Owner. Licensee acknowledges and agrees that its use of the Trademark shall inure to the benefit of Owner, and that nothing in this Agreement shall be construed as an assignment of the Trademark or any rights therein. Licensee agrees not to challenge Owner's ownership of the Trademark or take any action inconsistent with such ownership during the term of this Agreement or thereafter.

4.2. No Further Rights

Licensee agrees that it will not acquire any rights in the Trademark except as expressly provided herein, and that Licensee shall not contest, directly or indirectly, the validity, ownership, or enforceability of the Trademark or assist any third party in doing so.


5.1. Term

This Agreement shall commence on the Effective Date and continue for a period of [X] years, unless earlier terminated as provided herein (the "Term"). The Term may be extended by the written agreement of the parties.

5.2. Termination for Breach

Either party may terminate this Agreement upon written notice to the other party if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.


6.1. Governing Law

This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law principles.

6.2. Dispute Resolution

Any disputes, claims, or controversies arising out of or in connection with this Agreement shall be resolved by binding arbitration under the then-current rules of the American Arbitration Association. The arbitration shall take place in [City, State], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.


7.1. Entire Agreement

This Agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, and understandings between the parties with respect thereto.

7.2. Amendments

No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

______________________________ ______________________________
[Owner's Name], [Owner's Title] [Licensee's Name], [Licensee's Title]
[Owner's Entity Name] SunSpark Creations

Exhibit A: Description of the Trademark

The "EcoFresh" logo is a distinctive, leafy-green emblem symbolizing eco-friendliness and freshness.

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Sections of a License of Trademark Agreement

In this License of Trademark Agreement, you will see the following sections:

  1. Grant of License
  2. Royalties
  3. Usage Restrictions
  4. Ownership of Trademark
  5. Term and Termination
  6. Governing Law and Dispute Resolution
  7. Miscellaneous

Summary of the sections:

  1. Grant of License : This section explains that the owner of the "EcoFresh" trademark is giving SunSpark Creations permission to use the trademark for their line of organic food products. This permission is not exclusive, meaning the owner can also give permission to others to use the trademark. The permission is also not transferable or sublicensable, meaning SunSpark Creations cannot pass the permission to someone else.

  2. Royalties : SunSpark Creations must pay the trademark owner a percentage of the net sales of products that use the "EcoFresh" trademark. This payment is made quarterly, and SunSpark Creations must provide a report detailing the calculation of the royalties due. They must also keep accurate records of all sales of products using the trademark.

  3. Usage Restrictions : SunSpark Creations can only use the "EcoFresh" trademark in the ways specified in the agreement and must maintain the quality and reputation associated with the trademark. They cannot modify the trademark or create any derivative works without the owner's permission. SunSpark Creations must also comply with all laws and regulations related to using the trademark on their products.

  4. Ownership of Trademark : The trademark owner retains all rights, title, and interest in the "EcoFresh" trademark. SunSpark Creations acknowledges that their use of the trademark benefits the owner and that they will not challenge the owner's ownership of the trademark or take any action inconsistent with such ownership.

  5. Term and Termination : The agreement lasts for a specified number of years, unless it is terminated earlier due to a breach of the agreement by either party. The term can be extended if both parties agree in writing.

  6. Governing Law and Dispute Resolution : The agreement is governed by the laws of the United States and a specific state. Any disputes arising from the agreement will be resolved through binding arbitration, with the arbitration taking place in a specified city and state.

  7. Miscellaneous : This section states that the agreement, along with any exhibits or attachments, is the entire agreement between the parties and supersedes any previous agreements. Any changes to the agreement must be in writing and signed by both parties.

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