Whereas, Licensor owns registered trademarks and service marks with certain value, and owns and can sell other properties of Licensor as described in Part 1 of the attached document, including "trademarks". The trademark is often used in radio or television, appears in various promotional and advertising businesses, is widely recognized by the public, and is closely related to the licensor in the public impression;

Whereas Licensee intends to use this trademark in the manufacture, sale and distribution of products;

Therefore, in consideration of the guarantees of both parties, the following agreement is reached:

I. Authorization and permission

1. product

According to the following provisions, Licensor grants Licensee the right to use this trademark alone, and only use it when manufacturing, selling and distributing the following products. (Add product description)

2. Region

The license agreement is valid only on _ _ _ _ _ _. Licensee agrees not to use or authorize the use of this trademark directly or indirectly in other regions, and does not intentionally sell the products under this agreement to a third party who intends or may sell products in other regions.

3. Time limit

The license agreement will take effect on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Until the last renewal ends on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Second, the mode of payment.

1. ratio

Licensee agrees to pay Licensor _ _ _ _ _ _% of the net sales of products sold by Licensee or its subsidiaries. "Net sales" refers to the total sales minus quantity discount and profit, but does not include cash discount and bad debt discount. The expenses incurred in manufacturing, selling or using the products shall not be deducted from the royalties payable by the licensee. Licensee agrees that if a higher royalty or a higher percentage of royalty is paid to other licensors, it will automatically apply to this Agreement immediately.

2. Minimum usage fee

Licensee agrees to pay Licensor the minimum royalty of USD _ _ _ _ _ _ _ _ as the minimum guarantee for the royalty payable in the first phase of the contract, and the above minimum royalty will be paid on or before the final phase of the contract. Does not include the advance payment paid when signing the agreement. Under no circumstances will the minimum royalty be returned to the Licensee.

3. Periodic reports

After the shipment of the first batch of agreed products, Licensee shall immediately provide Licensor with a complete and accurate report, stating the quantity, overall situation, total sales, detailed discounts on total sales, net sales and profits in the previous period. Licensee will use the attached sample report provided by Licensor. Licensee shall provide Licensor with a report whether or not it has sold products before.

4. Payment of royalties

The royalty other than the above minimum royalty shall be paid _ _ _ _ _ days after the sales period, and the above required report shall be submitted at the same time. After receiving the report and usage fee (or cashing the payment cheque) provided by Licensee according to the requirements of this Agreement, Licensor may ask questions at any time if it finds any inconsistency or mistake in the report or payment, and Licensee shall promptly correct and pay. Payment should be made in dollars. The domestic tax payable in the licensed area shall be paid by the licensee.

Third, exclusive rights.

1. This Agreement does not restrict Licensor from granting others the right to use this trademark, unless Licensor authorizes others to use this trademark when selling the products described in Section 1 during the validity period of this Agreement.

2. According to the agreement, if the Licensor proposes to the Licensee to purchase the products mentioned in Section 1 as rewards, gifts or other promotional arrangements, the Licensee has 65,438+00 days to decide whether to agree or not. If Licensee fails to accept the request within 10 days, Licensor has the right to provide incentives, gifts or other promotional arrangements through other manufacturers. In this case, when the price of other producers is higher than the price paid by Licensor to Licensee, Licensee has three days to meet the requirements of producers to produce this product. Licensee guarantees that it will not use the products together with other products or services as remuneration and will not sell the products together with other products or services as remuneration without the written consent of Licensor.

Fourth, credibility.

Licensee acknowledges the value of reputation related to the trademark, and confirms that the trademark, related rights and reputation related to the trademark belong only to Licensor, and the trademark has subordinate significance in the public impression.

Verb (abbreviation of verb) Licensor's ownership and protection of licensor's rights

1. Licensee agrees not to question Licensor's ownership and other rights concerning 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 arising only from the use of trademarks authorized by this Agreement, Licensor may choose to defend such lawsuits. No settlement can be reached on such claims and lawsuits without the consent of Licensor.

2. Licensee agrees to provide necessary assistance to Licensor to protect Licensor's trademark rights. Licensor may respond to claims and lawsuits in its own name, in the name of Licensee or in the names of both parties according to its own wishes. Licensee will notify Licensor in writing of trademark infringement and imitation of the agreed products within the known scope; Only the 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 bring a lawsuit or take any action on infringement and imitation.

Warranties and product liability insurance provided by the licensee of intransitive verbs

Licensee is responsible for defending claims, lawsuits or losses caused by its unauthorized use of trademarks, patents, processes and facilities of the products, and defending claims, lawsuits or losses caused by other acts or product defects to protect Licensor from losses. Licensee will insure product liability insurance at its own expense with an insurance company that is qualified to operate in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ If there is any change in 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 affiliated institutions, licensees, packaging manufacturers, producers of licensed radio and television programs, program relay stations, program sponsors and their advertising agents, as well as their officers, directors, agents and employees.

Seven, commodity quality

Licensee agrees that the agreed products will meet high standards, and their style, appearance and quality will give full play to their best benefits, and will protect and strengthen the reputation of the trademark and 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 plans and the trademark itself. In order to achieve this goal, Licensee shall send a certain number of product samples and their packaging cartons, containers and packaging materials to Licensor free of charge before selling the agreed products, so as to obtain Licensor's written consent. 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 according to this section, Licensee shall not make any substantial changes without the written consent of Licensor. Licensor shall not revoke the consent of the sample unless Licensor notifies Licensee in writing 60 days in advance. After the Licensee starts to sell the agreed products, at the request of the Licensor, it will provide the Licensor with no more than _ _ _ _ _ pieces of random samples and related cartons, boxes and packaging materials free of charge.

Eight, label

1. Licensee agrees to indicate "_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ If the product or its advertising, promotion and display materials contain trademarks or service marks, it shall indicate the legal statement and registration application. If the products sold in the market have trademarks on their packaging cartons, containers or packaging materials, the above items should also be marked with corresponding signs. When using small cards, labels, marks or other signs, the licensee shall obtain the consent of the licensor in advance and indicate the trademark in advertising, promotion and display materials. Licensor's consent does not constitute a waiver of Licensor's rights and Licensee's responsibilities under this Agreement.

2. Licensee agrees to cooperate sincerely with Licensor to ensure and safeguard Licensor's (or Licensor's) rights on trademarks. If the trademarks, products and related materials are not registered in advance, the Licensee shall properly register the copyrights, trademarks and service marks in the name of the Licensor as required by the Licensor, or in the name of the Licensee as required by the Licensor. However, both parties confirm that this agreement cannot be regarded as transferring any rights, ownership and interests related to the trademark to Licensee. Both parties confirm that the Licensor reserves other relevant rights except that the Licensee has the right to use the trademark in strict accordance with this License Agreement. When Licensee agrees to the termination or expiration of this Agreement, Licensee shall return to Licensor all rights, interests, reputation and ownership of the trademark obtained by performing the acts under this Agreement. Licensee will take all means 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 between the two 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.

Nine. Promotional materials

1. In any case, if Licensee wishes to obtain promotional materials for the products of this Agreement, the expenses and time for making such promotional materials shall be borne by Licensee. The property rights of all promotional materials related to the trademarks or copies of this Agreement shall belong to Licensee, although promotional materials may be invented or used by Licensee and Licensor has 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 as to make the trademark of this Agreement, Licensor or Licensee or its projects perfect. Licensor has no obligation to continue to publicize the trademark of this Agreement or its graphics, consistency or design in radio or television programs.

3. Licensee agrees not to publicize or advertise products using the trademark of this Agreement on radio or television without the prior written approval of Licensor. Licensor is free to decide whether to approve or not.

X.distribution

1. Licensee agrees to make efforts and continue to manufacture, distribute or sell the products under this agreement, and will make necessary and appropriate arrangements for this.

2. Without the written consent of Licensor, Licensee shall not sell the products of this Agreement to wholesalers, retailers, retail stores and traders. Whose purpose is to get commission, who may use the products of this agreement as promotional gifts to promote their tying activities, and who has problems in sales methods.

XI。 accounting logging

Licensee agrees to establish and keep all accounting books and records related to the trading activities under this agreement. Licensor or its authorized representative has the right to inquire about the accounting books or records under the control of Licensee and all other documents and materials related to the transaction at any reasonable time. Licensor or its authorized representative may extract the content for the above purposes. At the request of Licensor, Licensee shall provide detailed accounting statements of all sales activities up to the date of Licensor's request, including quantity, specifications, total price and net price, in the form of independent and open account books at its own expense. All accounting books and records shall be kept for two years after the termination of this agreement.

12. Bankruptcy, default, etc.

1. If Licensee fails to produce and sell a certain number of products described in Section 1 within three months after the conclusion of this agreement, or fails to sell the products (or products) within one month after three months, Licensor may, in addition to taking other compensation measures, notify Licensee in writing to terminate the contract because it fails to produce and sell the products (or products) under this agreement in that month. The notice shall come into effect as of the date of mailing by Licensor.

2. If Licensee files a bankruptcy petition, or is sentenced to bankruptcy, or files a bankruptcy petition against Licensee, or Licensee is unable to repay without compensation, or Licensee makes an assignment for the benefit of its creditors, or makes arrangements according to the bankruptcy law, or Licensee stops its business, or someone takes over its business, this license contract will be automatically terminated. Unless the written consent of Licensor is obtained, Licensee, its receivers, representatives, trustees, agents, administrators, successors or assignees have no right to sell, use or handle the products under this Agreement or related cartons, containers, packaging materials, advertisements, promotions and display materials in any way. This must be observed.

3. If Licensee breaches its obligations under this Agreement, Licensor has the right to terminate this Contract by giving a written notice 65,438+00 days in advance, unless Licensee makes full compensation for its breach of contract to Licensor's satisfaction within 65,438+00 days.

4. According to the terms mentioned in Article 12, the termination of the license contract will not affect the other rights of Licensor to Licensee. Upon termination of the agreement, the user fee based on sales volume shall be paid immediately, and the minimum user fee shall not be omitted, and the minimum user fee shall not be returned.

Thirteen. competing product

Licensor has the right to terminate this Agreement if the products mentioned in Article 1 of this Agreement conflict with products using this trademark at present or in the future or products using this trademark produced by its subordinates or affiliated institutions. This notice shall take effect 30 days after Licensor notifies Licensee in writing. According to the terms of Article 15, the Licensee has 60 days to dispose of the products in its hand and the products being produced before receiving the notice of termination of the Agreement. However, if the termination of the products is valid within 60 days, and the actual royalty payable by Licensee is less than the down payment of the current year, Licensor will refund the difference between the down payment paid in the current year and the actual royalty. The refund clause mentioned in the previous sentence only applies to the termination of the agreement stipulated in Article 13, and does not affect the application of all other clauses except the contradictory clauses.

Fourteen final report

Within 60 days after the expiration of this agreement, or within 65,438+00 days after receiving the termination notice, or within 65,438+00 days after terminating this agreement without notice, Licensee shall issue a report to Licensor, stating the quantity and types of the existing and processed products. Licensor has the right to make physical inventory to confirm the accuracy of inventory and report. If Licensee refuses to verify by Licensor, it will lose the right to dispose of the inventory. Licensor reserves its other legal rights.

Fifteen. Inventory handling

After the termination of this Agreement in accordance with Article 12, if Licensee has paid the advance payment and royalties and provided the report required by Article 2, Licensee may dispose of the products in its hand and under processing within 60 days after receiving the notice of termination, unless otherwise stipulated in this Agreement. After the expiration of the contract, or because Licensee fails to affix the registration label of copyright, trademark and service mark on the products or their packaging cartons, containers, packaging materials and advertising, promotion and display materials, or because the quality and style of the products produced by Licensee do not meet the requirements of Licensor mentioned in Article 7, this agreement is terminated, and Licensee shall not produce, sell or handle any products under this agreement.

Sixteen. Effect of termination or expiration of the agreement

Upon termination or expiration of this Agreement, all rights granted to Licensee shall be immediately returned to Licensor. Licensor may freely transfer the right to use the trademark to others in the process of producing, selling and distributing the agreed products. Licensee shall not use the trademark again, or directly or indirectly involve the trademark. Except as stated in Article 15, Licensee shall not use similar trademarks when manufacturing, selling or distributing its products.

Seventeen. Compensation to Licensor

1. Licensee acknowledges (unless otherwise specified) that if it fails to start producing and distributing a certain number of products within 3 months after the agreement comes into effect, or fails to continue producing, distributing and selling products within the agreement period, it will immediately cause losses to Licensor.

2. Licensee acknowledges (unless otherwise specified) that failure to stop production, sales and distribution of products after the termination or expiration of this Agreement will lead to irreparable losses of Licensor and damage the rights of subsequent Licensee. Licensee acknowledges that there is no appropriate legal remedy for this. Licensee agrees that, in this case, Licensor is entitled to equitable relief, impose a temporary or permanent injunction on Licensee, or execute other rulings deemed just and appropriate by the court.

3. The implementation of these compensation measures will not affect the other rights and compensation provided by Licensor in this Agreement.

Eighteen. Reasons for failure to implement the agreement

If one party is unable to implement this agreement due to changes in government regulations, national emergency, state of war and other uncontrollable reasons, and informs the other party in writing of the reasons and wishes to terminate this agreement, the Licensee will be exempted from its obligations under this agreement, and this agreement will be terminated. The sales-based royalties will be immediately due and payable, and the minimum royalties will not be refunded.

Nineteen. Notice; pay attention to

Unless there is a written notice of address change, all notices, reports, statements and payments shall be sent to the official addresses of both parties recorded in this agreement. The mailing date shall be regarded as the date of notice, report, etc. Has been released.

Twenty, joint ventures are not allowed.

According to this agreement, the two parties shall not form a partnership or joint venture. Licensee has no right to demand or restrict licensor's behavior.

Twenty-one, the licensee shall not transfer or license.

Without the written consent of Licensor, the rights and obligations of Licensee under this Agreement and this Agreement shall not be transferred, mortgaged or sublicensed, nor shall they be hindered by the implementation of laws or the reasons of Licensee.

Licensor may make the transfer, but it shall provide written notice to Licensee.

Twenty-two, not exempt

Unless both parties sign a written contract, no terms of this agreement shall be waived or modified. Any statement, promise, guarantee, contract or promise outside this agreement cannot represent all the knowledge of both parties. Any party's failure or delay in exercising its rights under this agreement will not be regarded as waiver or modification of its rights under this agreement. Either party may take appropriate legal procedures to exercise its rights within the time allowed by applicable laws. Except as stipulated in Article 6 and Article 12, no person, company or collective shall acquire any rights due to this Agreement except the Licensee and Licensor (whether trademark is involved or not).

Both parties who signed the agreement at the time stipulated in the contract:

Licensor and licensee

Signed by: Signed by:

Job title: