whereas licensor owns registered trademarks and service marks with certain value, and owns and can sell its
licensor's property as described in the first section of the attachment, including "trademarks". This trademark is
frequently used in radio or television, and appears in various promotional and advertising businesses, which has been widely recognized by the public and has a close relationship with the licensor
in the public impression;
whereas licensee intends to use this trademark when manufacturing, selling and distributing products;
therefore, in consideration of the guarantees of both parties, the following agreements have been reached:
1. Authorized license
1. Products
According to the following provisions, Licensor grants to Licensee, and Licensee accepts the license right to use this trademark
alone, and only uses the following products for manufacturing, selling and distributing.
(add product description)
2. Region
The license agreement is only valid in _ _ _ _ _ _ _. Licensee agrees not to use or authorize the use of this trademark directly or
indirectly in other regions, and not to knowingly sell the product to a third party who intends or may sell the product under the agreement in other regions.
3. Term
The license agreement shall take effect on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ If the conditions of the agreement are met, the term of this agreement will be automatically renewed every year until the last renewal is terminated on December 31st, _ _ _ _. Starting from December 31st, _ _ _ _ _ _ _ _ _ _, this License Association
agrees to automatically renew it for one year at the end of each period until December 31st of the following year, unless one party notifies the other party in writing to terminate the execution of the Agreement
3 days before its expiration.
2. Payment method
1. Proportion
Licensee agrees to pay Licensor _ _ _ _ _ _ _% of the net sales
of the products sold by itself or its subsidiaries as a royalty. "net sales" refers to the total sales less quantity discount and profit
, but does not include cash discount and uncollectible account discount. The expenses incurred in manufacturing, selling or utilizing the products are not
deductible from the royalties payable by the licensee. Licensee agrees that if it pays other licensors a higher royalty or a higher percentage of the license fee, it will automatically apply to this agreement immediately.
2. Minimum Royalty
Licensee agrees to pay Licensor a minimum Royalty of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The advance payment paid at the time of signing the agreement will not be included. This minimum usage fee will not be returned to the licensee under any circumstances.
3. Periodic report
After the first batch of products are shipped, Licensee shall immediately provide Licensor with a complete and accurate report, stating
the quantity, general situation, total sales, detailed discounts on total sales,
net sales and profits of the previous period. Licensee will use the attached report
sample provided by Licensor. Whether or not Licensee has sold products in the previous period, it shall provide a report to Licensor.
4. Payment of royalties
Royalties other than the above-mentioned minimum royalties shall be paid _ _ _ _ _ _ _ days after the sales period, and at the same time
the above-mentioned required reports shall be submitted. After receiving the report and usage fee
provided by Licensee according to the requirements of the agreement (or cashing the cheque for payment), Licensor may raise a question at any time
if it finds any inconsistency or error in the report or payment, and Licensee shall promptly correct and pay. Payment should be made in US dollars. The taxes payable in the country
within the licensed territory shall be paid by the licensee.
iii. exclusive right
1. this agreement does not limit licensor's right to grant others the right to use this trademark unless the license authorizes others to sell the products described in section 1
within the effective period of this agreement.
2. According to the agreement, if the Licensor proposes to the Licensee to purchase the products mentioned in Section 1 for rewards, gifts or other promotional arrangements, the Licensee has 1 days to decide whether to agree or not. If Licensee does not accept this requirement within 1 days
, Licensor has the right to make incentives, gifts or other promotional arrangements through other producers.
In this case, when the prices of other producers are higher than those paid by the licensor to the licensee, the licensee has
3 days to meet the requirements of the producers to produce such products. Licensee guarantees that it will not use the products as a reward together with other products or services, and will not sell the products together with other products or services as a reward without the written consent of Licensor.
iv. Reputation
Licensee acknowledges the value of reputation associated with this trademark, and confirms that this trademark, related rights and reputation associated with this
trademark belong only to Licensor, and this trademark has subordinate meaning in the public impression.
V. Ownership of Licensor and Protection of Licensor's Rights
1. Licensee agrees not to question all
rights and other rights of Licensor in respect of the trademark and the validity of this Agreement during and after the validity of this Agreement. If Licensor receives timely notice of claims and lawsuits, and
Licensor protects Licensee from claims and lawsuits
caused only by the use of trademarks authorized by this Agreement, Licensor may choose to defend such lawsuits. Before obtaining the consent of Licensor, it shall not
reach a solution to such claims and lawsuits.
2. Licensee agrees to provide necessary assistance to Licensor to protect Licensor's rights on the trademark.
licensor may, according to its own wishes, respond to claims and lawsuits in its own name, in the name of licensee or in the names of both parties. The licensee will inform the licensor in writing of the trademark infringement and imitation of the agreed products within the known range; Only licensor has the right to decide whether to take action against such infringement and imitation. Without
the prior written consent of Licensor, Licensee shall not file a lawsuit or take any action on infringement and imitation.
VI. Warranties and product liability insurance provided by Licensee
Licensee is responsible for defending itself and/or Licensor against claims, lawsuits or losses caused by its unauthorized use of the trademark, patent, technology, facilities, ideas and methods of the Agreement products, and claims,
lawsuits or losses caused by other acts or product defects, and protecting Licensor from losses. The licensee will, at its own expense, insure the product liability insurance with an insurance company
that is qualified to operate in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, and provide reasonable protection for the claims, lawsuits or losses caused by product defects of the licensor (and
also the licensee). Licensee will
submit to Licensor the paid insurance policy with Licensor as the insured, on the basis of which Licensor can agree to
sell the products. If there are any changes to the insurance policy, the licensor's prior consent is required. Licensor has the right to ask Licensee to provide it with a new insurance policy. The term licensor includes its officers, directors, agents, employees, subordinates
and affiliates, persons whose names are licensed, packaging manufacturers, producers of radio and television programs whose names are licensed, program relay stations, program sponsors and their advertising agents, and their officers, directors, agents
and employees.
VII. Quality of Goods
Licensee agrees that the agreed products will meet high standards, and their style, appearance and quality will give full play to their
benefits, and will protect and strengthen the reputation of the trademark and the reputation of its representatives. At the same time, the production, sale and distribution of the agreed products will
comply with applicable federal, state and local laws, and shall not affect the reputation of Licensor, its plan and the trademark itself.
in order to achieve this goal, the licensee shall, before selling the agreed products, send to the licensor a quantitative sample of the products, its packaging cartons, containers and packaging materials free of charge, so as to obtain the written consent of the licensor. The quality and style of the products and
their cartons, containers and packaging materials shall be agreed by Licensor. Every
product submitted to Licensor shall not be considered as passed until it is approved in writing. After the samples are approved as described in this section, Licensee
cannot make substantial changes without the written consent of Licensor. Licensor shall not revoke its consent to the sample unless it notifies Licensee in writing 6 days in advance. After the licensee starts to sell the agreed products, at the request of Licensor < P >, it will provide Licensor with no more than _ _ _ _ _ _ pieces of random samples and related < P > cartons, packing boxes and packaging materials free of charge.
VIII. Labels
1. Licensee agrees that
when selling the products under the license contract or in the product advertisements, promotions and display materials, it will indicate "the registered trademark was _ _ _ _ _ _ _ _ _ _ _ _ _ _" according to the provisions of Articles 5 and 6 of the Trademark Rights in the Appendices of Section 1, or other things. If the product, or its advertisements, promotions and
display materials contain trademarks or service marks, the legal notice and application for registration shall be indicated. If the product is sold in the market with a trademark on its packaging carton, container or packaging material, the corresponding logo should also be marked on the above items. When using small cards, labels, marks or other signs, Licensee shall
indicate the trademark in advertising, promotion and display materials, and shall obtain the prior consent of Licensor. The consent of licensor does not constitute a waiver of licensor's rights and
licensee's responsibilities under this agreement.
2. Licensee agrees to cooperate with Licensor in good faith to ensure and safeguard Licensor's (or Licensor's)
right to the trademark. If the trademarks, products and related materials are not registered in advance, Licensee shall, at the request of Licensor
, bear the expenses, properly annotate the copyright, trademarks and service marks in Licensor's name, or register in Licensee's own name at the request of Licensor. However, both parties confirm that this agreement cannot be
regarded as the transfer of any rights, ownership and interests related to the trademark to Licensee. Both parties confirm that, except for the licensee's right to use the trademark in strict accordance with this License Agreement, all other relevant rights are reserved by Licensor
. When the Licensee agrees to terminate or expire the Agreement, it shall return to the Licensor all the rights, interests, reputation, ownership, etc. related to the trademark that it has obtained or obtained
from the execution of the Agreement. Licensee will take
all ways required by Licensor to complete the above actions. The scope of such surrender rights can only be generated based on this agreement or the contract of both parties.
3. Licensee agrees that its use of the trademark will not harm the interests of Licensor, and will not acquire any rights related to the trademark because of its use of the
trademark.
IX. Promotional materials
1. In any case, if Licensee desires to obtain promotional materials for the products of this Agreement, then the cost and time for producing such promotional materials shall be borne by Licensee. The property rights of all publicity materials related to the trademark of this Agreement or its duplicates shall belong to the Licensee, although the publicity materials may be used by the Licensed Fang Faming, and the Licensor shall have the right to use or license them to other parties.
2. licensor has the right, but not the obligation, to use the trademark of this agreement or the trademark of licensee, so that the trademark of this agreement, licensor or licensee or their projects can be perfect or excellent. Licensor has no obligation to continue to publicize the trademark of this agreement or its figures, conformity or design in radio or
TV programs.
3. Licensee agrees not to publicize or advertise the products using the trademark of this Agreement on radio or
TV without the prior written approval of Licensor. Licensor is free to decide whether to approve or not
.
X. Distribution
1. Licensee agrees to be diligent and continue to manufacture, distribute or sell the products under this agreement, and
will also make necessary and appropriate arrangements for this purpose.
2. Without the written consent of Licensor, Licensee shall not sell the products of this Agreement to wholesalers, retailers, retail stores, traders, etc. who
aim at obtaining commissions, may take the products of this Agreement as promotional gifts to promote their tying activities
and have problems in sales methods.
Xi. Accounting Records
Licensee agrees to establish and keep all accounting books and records related to trading activities under this Agreement. Xu
or its authorized representative has the right to inquire about the accounting books or records and all other documents and materials related to the transaction and under the control of Licensee at any reasonable time. Licensor or its authorized representative may
extract its contents for the above purposes. At licensor's request, licensee shall, at its own expense, provide licensee with a detailed statement of' accounting report' on all its sales activities, including quantity, specifications, gross price and net price, etc. up to the date of licensor's request in an independent and
public account book. All accounting books and records
shall be kept until two years after the termination of this agreement.
XII. Bankruptcy, breach of contract, etc.
1. If Licensee fails to produce and sell a certain amount of the products mentioned in Section I
within three months after the agreement is reached, or fails to sell the products (or products) for a month after three months, Licensor may, in addition to taking other compensatory measures, notify Licensee in writing that it has not produced and sold the products (or products) agreed for that month. The notice shall take effect as of the date of mailing by Licensor.
2. If the Licensee files a bankruptcy complaint, or is sentenced to bankruptcy, or files a bankruptcy complaint against the Licensee,
or the Licensee is unable to repay without compensation, or the Licensee transfers for the benefit of its creditors, or makes
arrangements in accordance with the bankruptcy law, or the Licensee ceases to operate, or someone takes over its operation, this license contract will be automatically terminated. Licensee, its receivers, representatives, trustees, agents, administrators, successors or assignees have no right to sell, use or deal in any way in the products, or related paper boxes, containers, packaging materials, advertisements, promotion and display materials, unless the written consent of Licensor is obtained. This must be observed.
3. If permitted.