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Trademark License and Assignment Agreement template
Trademark License and Assignment Agreement sample


What is Trademark License and Assignment Agreement?

Trademark License and Assignment Agreement A Trademark License and Assignment Agreement grants rights to use and assign trademarks, specifying licensing terms, assignment conditions, royalties, and intellectual property ownership.



Sample template:



TRADEMARK LICENSE AND ASSIGNMENT AGREEMENT


1. DEFINITIONS

1.1. "Trademark"


As used in this Agreement, the term "Trademark" refers to the "TechLink" trademark, including any registrations and applications thereof, and any associated designs, logos, or symbols that are owned by the Licensor.



1.2. "Licensed Products"


"Licensed Products" mean those products or services that are authorized to display the Trademark pursuant to the terms of this Agreement.



2. GRANT OF LICENSE

2.1. License Grant


Licensor hereby grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable, revocable license to use the Trademark, in the United States, for the purpose of identifying and promoting the Licensed Products, subject to the terms and conditions set forth in this Agreement.



2.2. Quality Control


Licensee agrees to maintain a high standard of quality with respect to the Licensed Products using the Trademark, consistent with the quality standards set forth by Licensor. Licensor shall have the right to review and approve such use to ensure conformity with agreed-upon quality standards.



3. TRADEMARK ASSIGNMENT

3.1. Assignment Conditions


Licensor reserves the right, in its sole discretion, to assign or transfer the Trademark to Licensee, subject to the satisfaction of all of the following conditions: (a) Licensee has consistently maintained the quality standards for the Licensed Products as set forth in this Agreement; (b) Licensee has complied with all other terms and conditions of this Agreement; (c) the parties negotiate and agree upon a reasonable assignment fee; and (d) Licensee provides adequate assurances, as determined by Licensor, that Licensee will continue to maintain the quality standards and other obligations under this Agreement after the assignment.



4. ROYALTIES

4.1. Royalty Payments


As consideration for the license granted in Section 2, Licensee shall pay to Licensor a royalty equal to ___% of the net sales of the Licensed Products sold by Licensee, payable quarterly within thirty (30) days following the end of each calendar quarter, and accompanied by a written report detailing the sales of the Licensed Products.



4.2. Recordkeeping


Licensee shall maintain accurate books and records in order to facilitate the proper calculation of the royalties under this Agreement. Licensor, at its own expense, shall have the right to inspect such books and records upon reasonable notice and during regular business hours to verify compliance with the terms of this Agreement.



5. INTELLECTUAL PROPERTY

5.1. Ownership


Licensor retains all rights, title, and interest in and to the Trademark. Licensee agrees that its use of the Trademark will inure to the benefit of Licensor and that Licensee will take no action inconsistent with Licensor's rights in the Trademark.



5.2. Enforcement


Licensor shall have the sole right and discretion to enforce the Trademark against any infringement or misuse. Licensee shall promptly notify Licensor of any infringement or misuse of the Trademark of which it becomes aware, and cooperate with Licensor in any enforcement action taken by Licensor.



6. TERM AND TERMINATION

6.1. Term


This Agreement shall commence on the Effective Date and shall continue for an initial term of ____ years. Thereafter, this Agreement may be renewed for successive terms of _____ years each, upon the mutual written agreement of the parties.



6.2. Termination


Either party may terminate this Agreement upon thirty (30) days' written notice if the other party breaches a material term of this Agreement and fails to cure it within the 30-day notice period.



7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1. Governing Law


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



7.2. Dispute Resolution


Any dispute arising out of or in connection with this Agreement shall be first submitted to mediation conducted by a single mediator mutually agreed upon between the parties in ________, ________. If mediation is unsuccessful, the dispute shall then be settled by binding arbitration to be held in the same location, in accordance with the rules of the American Arbitration Association.



8. MISCELLANEOUS

8.1. Entire Agreement


This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, representations, or agreements, oral or written.



8.2. Amendment


This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by both parties hereto.



8.3. Counterparts


This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.



IN WITNESS WHEREOF, the parties hereto have executed this Trademark License and Assignment Agreement as of the date first written above.

_____________________________ _____________________________
Licensor Licensee

_____________________________ _____________________________
Name: [LICENSOR NAME] Name: [LICENSEE NAME]
Title: [LICENSOR TITLE] Title: [LICENSEE TITLE]

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Main Sections of a Trademark License and Assignment Agreement


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

  1. Definitions
  2. Grant of License
  3. Trademark Assignment
  4. Royalties
  5. Intellectual Property
  6. Term and Termination
  7. Governing Law and Dispute Resolution
  8. Miscellaneous


About each Section - Analysis and Summary:

  1. Definitions : This section explains the key terms used in the agreement, such as "Trademark" and "Licensed Products." Think of it as a glossary to help you understand the rest of the document.

  2. Grant of License : This part outlines the rights given to the Licensee (the person receiving the license) to use the Trademark for specific purposes. It's like giving someone permission to use your car, but with certain rules and conditions they must follow.

  3. Trademark Assignment : This section explains the conditions under which the Licensor (the person granting the license) may transfer ownership of the Trademark to the Licensee. It's like selling your car to someone, but only if they meet specific requirements.

  4. Royalties : This part details the payments the Licensee must make to the Licensor for using the Trademark. It's like paying rent for using someone's property, but in this case, it's for using their Trademark.

  5. Intellectual Property : This section clarifies that the Licensor retains ownership of the Trademark and outlines the responsibilities of both parties in protecting and enforcing the Trademark. It's like reminding someone that you still own the car they're using and that they need to help you take care of it.

  6. Term and Termination : This part specifies the duration of the agreement and the conditions under which either party can end it. It's like setting a time limit on how long someone can use your car and the reasons you can take it back.

  7. Governing Law and Dispute Resolution : This section establishes the laws that will govern the agreement and the process for resolving any disputes that may arise. It's like agreeing on the rules of the road and how to handle any accidents that might happen.

  8. Miscellaneous : This part includes various additional provisions, such as the entire agreement clause, amendment process, and the ability to sign the agreement in multiple copies. It's like adding extra features and options to your car rental agreement.

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