TRADEMARK LICENSING AGREEMENT.doc

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1、TRADEMARK LICENSING AGREEMENTAgreement madethis _day of _, between_(hereinafter called Licensor), and _(hereinafter called Licensee):WITNESSETHWhereas Licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other Licensor properties as

2、 defined in paragraph 1 of the Rider attached hereto and hereby made a part hereof (hereinafter called Name), said Name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different busines

3、ses and being well Known and recognized by the general public and associated in the public mind with Licensor, and Whereas Licensee desires to utilize the Name upon and in connection with the manufacture, sale and distribution of articles hereinafter described,Now, Therefore, in consideration of the

4、 mutual promises herein contained, it is here by agreed:1. Grant of License(a) ArticlesUpon the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee as a related company, and Licensee hereby accepts the right, license and privilege of utilizing the Name solely and only upon

5、 and in connection with the manufacture, sale and distribution of the following articles.(insert description)(b) TerritoryThe license hereby granted extends only to _. Licensee agrees that it will not make, or authorize, any use, direct or indirect, of the Name in any other area, and that it will no

6、t knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.(c) TermThe term of the license hereby granted shall be effective on the _day of _ and shall continue until the _ day of _, unless sooner terminated in accordance with the provisi

7、ons hereof. The term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on December 31st, _. At the end of each term, beginning with December 31st, _, this license shall be automatically renewed for a on

8、e year term expiring December 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.2. Terms of Payment(a) RateLicensee agrees to pay to Licensor as royalty a sum equal to _percent of all net sales

9、by Licensee or any of its affiliated,associated or subsidiary companies of the articles covered by this agreement. The term net sales shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. No costs incurred in

10、 the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by Licensee. Licensee agrees that in the event it should pay any other Licensor a higher royalty or licensing rate or commission than that provided herein for the use of the Name, than said

11、 higher rate shall automatically and immediately apply to this contract.(b) Minimum RoyaltiesLicensee agrees to pay to Licensor a minimum royalty of_Dollars ($_) as a minimum guarantee against royalties to be paid to Licensor during the first contract term, said minimum royalty to be paid on or befo

12、re the last day of the initial term hereof. The advance sum of_ dollars ($ _) paid on the signing hereof shall be applied against such guarantee. No part of such minimum royalty shall in any event be repayable to Licensee.(c) Periodic StatementsWithin _ days after the initial shipment of the article

13、s covered by this agreement, and promptly on the _ of each calendar _ thereafter, Licensee shall furnish to Licensor complete and accurate statements certified to be accurate by Licensee showing the number, description and gross sales price, itemized deductions from gross sales price and net sales p

14、rice of the articles covered by thisagreement distributed and/or sold by Licensee during the preceding calendar _, together with any returns made during the preceding calendar _ For this purpose, Licensee shall use the statementform attached hereto, copies of which form may be obtained by Licensee f

15、rom Licensor. Such statements shall be furnished to Licensor whether or not any of the articles have been sold during the preceding calendar_.(d) Royalty paymentsRoyalties in excess of the aforementioned minimum royalty shall be due on the _ day of the _ following the calendar_ in which earned, and

16、payment shall accompany the statements furnished as required above. The receipt or acceptance by Licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder (or the cashing of any royalty checks paid hereunder) shall not preclude Licensor from questionin

17、g the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by Licensee. Payment shall be in_. Domestic taxes payable in the licensed territory shall b

18、e payable by Licensee.3. Exclusivity(a) Nothing in this agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Name or from utilizingthe Name in any manner whatsoever, except that Licensor agrees that except as provided herein it will grant no other lice

19、nses for the territory to which this license extends effective during the term of this agreement,for the use of the Name in connection with the sale of the articles described in paragraph 1.(b) It is agreed that if Licensor should convey an offer to Licensee to purchase any of the articles listed in

20、 paragraph 1, in connection with a premium, giveaway or other promotional arrangement, Licensee shall have_ days within which to accept or reject such an offer. In the event that Licensee fails to accept such offer within the specified _days, Licensor shall have the right to enter into the proposed

21、premium,giveaway or promotional arrangement using the services of another manufacturer, provided, however, that in such event Licensee shall have a three (3) day period within which to meet the best offer of such manufacturer for the production of such articles if the price of such manufacturer is h

22、igher than the price offered to Licensee by Licensor.Licensee agrees that it shall not, without the prior written consent of Licensor, (i) offer the articles as a premium in connection with any other product or service, or (ii) sell or distribute the articles in connection with another product or se

23、rvice which product or service is a premium.4. Good WillLicensee recognizes the great value of the good will associated with the Name, and acknowledges that the Name and all rights therein and good will pertaining thereto belong exclusively to Licensor, and that the Name has a secondary meaning in t

24、he mind of the public.5 Licensors Title and Protection of Licensors Rights(a) Licensee agrees that it will not during the term of this agreement, or thereafter, attack the title or any rights of Licensor in and to the Name or attack the validity of this license. Licensor hereby indemnifies Licensee

25、and undertakes to hold it harmless against any claims or suits arising solely out of the use by Licensee of the Name as authorized in this agreement, provided that prompt notice is given to Licensor of any such claim or suit and provided, further, that Licensor shall have the option to undertake and

26、 conduct the defense of any suit so brought and no settlement of any such claim or suit is made without the prior written consent of Licensor.(b) Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensors rights to the Name, and Lic

27、ensor, if it so desires may commence or prosecute any claims or suits in its own name or in the name of licensee or join Licensee as a party thereto. Licensee shall notify Licensor in writing of any infringements or imitations by others in the Name on articles the same as or similar to those covered

28、 by this agreement which may come to Licensees attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee shall not institute any suit or take any action on account of any such infringements or

29、imitations without first obtaining the written consent of the Licensor so to do.6. Indemnification by Licensee and Product Liability Insurance Licensee hereby indemnifies Licensor and undertakes to defend Licensee and/or Licensor against and hold Licensor harmless from any claims, suits,loss and dam

30、age arising out of any allegedly unauthorized use of any trademark, patent, process, idea, method or device by Licensee in connection with the articles covered by this agreement or any otheralleged action by Licensee and also from any claims, suits, loss and damage arising out of alleged defects in

31、the articles. Licensee agreesthat it will obtain, at its own expense, product liability insurance from a recognized insurance company which has qualified to do business in_, providing adequate protection (at least in the amount of_) for Licensor (as well for Licensee) against any claims, suits,loss

32、or damage arising out of any alleged defects in the articles. As proof of such insurance, a fully paid certificate of insurance naming Licensor as an insured party will be submitted to Licensor by Licensee for Licensors prior approval before any article is distributed or sold, and at the latest with

33、in _ days after the date first written above; any proposed change in certificates of insurance shall be submitted to Licensor for its prior approval. Licensor shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished Licensor by Licensee. As Used in the fi

34、rst 2 sentences of this paragraph6, Licensor shall also include the officers, directors, agents, andemployees of the Licensor, or any of its subsidiaries or affiliates, any person(s) the use of whose name may be licensed hereunder, the packageproducer and the cast of the radio and/or television prog

35、ram whose name may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees.7. Quality of MerchandiseLicensee agrees that the articles covered by this agreement

36、 shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Name and the good will pertaining thereto, that such articles will be manufactured, sold and distributed inaccord

37、ance with all applicable Federal, State and local laws, and that thesame shall not reflect adversely upon the good name of Licensor or any ofits programs or the Name. To this end Licensee shall, before selling ordistributing any of the articles, furnish to Licensor free of cost , for its written app

38、roval, a reasonable number of samples of each article, its cartons, containers and packing and wrappin g material. The quality anstyle of such articles as well as of any carton, container or packing or wrapping material shall be subject to the approval of Licensor. Any item submitted to Licensor sha

39、ll not be deemed approved unless and until the same shall be a proved by Licensor in writing. After samples have been approved pursuant to this paragraph, Licensee shall not depart there from in any material respect without Licensors prior written consent, andLicensor shall not withdraw its approval

40、 of the approved samples except on_ days prior written notice to Licensee. From time to time afterLicensee has commenced selling the articles and upon Licensors written request, Licensee shall furnish without cost to Licensor not more than additional random samples of each article being manufactured

41、 and sold by Licensee hereunder, together with any cartons, containers and packing and wrapping material used in connection therewith.8. Labeling(a) Licensee agrees that it will cause to appear on or within each article sold by it under this license and on or within all advertising, promotional or d

42、isplay material bearing the Name the notice Copyright(c)_ (year) in connection with Name properties (e) and (f) inRider, paragraph 1, and any other notice desired by Licensor and, where such article or advertising, promotional or display material bears a trademark or service mark, appropriate statut

43、ory notice of registration or application for registration thereof. In the event that any article is marketed in a carton, container and/or packing or wrapping material bearing the Name, such notice shall also appear upon the said carton,container and/or packing or wrapping material. Each and every

44、tag, label,imprint or other device containing any such notice and all advertising,promotional or display material bearing the Name shall be submitted byLicensor for its written approval prior to use by Licensee. Approval byLicensor shall not constitute iver of Licensors rights or Licenseesduties und

45、er any provision of this agreement.(b) Licensee agrees to cooperate fully and in good faith with Licensorfor the purpose of securing and preserving Licensors (or any grantor ofLicensors) rights in and to the Name. In the event there has been noprevious registration of the Name and/or articles and/or

46、 any materialrelating thereto, Licensee shall, at Licensors request and expense,register such a copyright, trademark and/or service mark in theappropriate class in the name of Licensor or, if Licensor so requests, inLicensees own name. However, it is agreed that nothing contained in thisagreement sh

47、all be construed as an assignment or grant to the Licensee of any right, title or interest in or to the Name, it being understood thatall rights relating thereto are reserved by Licensor, except for thelicense hereunder to Licensee of the right to use and utilize the Name only as specifically and ex

48、pressly provided in this agreement. Licensee hereby agrees that at the termination or expiration of this agreement Licensee will be deemed to have a signed, transferred and conveyed to Licensor any rights, equities, good will, titles or other rights in and to the Name which may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and that Licensee will execute any instruments requested by Licensor to accomplish or confirm the foregoing. Any such assignment, transfer or conveyance