SBLAW would like to give you the sample of trademark license agreement for your kind consideration.
Today of , the Parties including: ___________________________________, a company organized and existing under the laws of ________________, located at _____________________________ (hereinafter referred as “Licensor”)
____________________________________, a company organized and existing under the laws of ________________, located at ______________________________
(hereinafter referred as “Licensee”)
Whereas, Licensor is the proprietor and beneficial owner of the trademark “___________” (hereinafter referred as “Trademark”) under Certificate of Trademark Registration No. __________ granted on ___________, agrees to grant a non-exclusive/exclusive license for the Licensee to use the Trademark upon the terms and conditions hereunder specified.
Whereas, Licensee wishes to use the Trademark “___________” from the Licensor for ________________ products in Vietnam
Now, therefore, the Parties have agreed to make and sign this Trademark License Agreement with the following terms and conditions:
Article 1: DEFINITION
Unless the terms and conditions of this Trademark License Agreement otherwise provided, the following terms in this Trademark License Agreement shall have the following meaning:
“Agreement” shall mean Trademark License Agreement, including the Appendix, both of which may from time to time be amended, modified or supplemented according to the written agreements by the Parties.
“Licensed Trademark” shall mean the Trademark “____________” under Certificate of Trademark Registration No. __________ granted on _________ in Vietnam.
“Effective date” shall mean the signing date of the Agreement.
“Territory” shall mean the territory of the Socialist Republic of Vietnam.
Article 2: GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, the Licensor shall grant to the Licensee a non-exclusive/exclusive license to use the Licensed Trademark in the Territory.
Article 3: ROYALTY
In consideration of granting the Licensee the right to use the Licensed Trademark during the subsistence of this Agreement, the Licensee shall pay to the Licensor the amount fee of ……..
The Licensee shall bear any tax which levied on the Licensor as a result of or in connection with the fee of the granting of the Licensed Trademark hereunder.
Article 4: RIGHTS AND OBLIGATIONS
The Licensee acknowledges the Licensor’s ownership of the Licensed Trademark and undertakes that in using such Licensed Trademark, the Licensee will refrain from any act or acts which might prejudice the validity of the Licensor’s ownership or claim of ownership therein.
The Licensee shall, as its own cost, comply with all requirements of the applicable law of Vietnam respecting the registration, notice, indication of origin of manufacture, use and any other government regulations relating to trademark use and practice.
The Licensor shall have the right, at all times reasonable, to inspect the Licensed Products manufactured by Licensee for the purpose of inspection.
The Licensor shall cause to appear on all Licensed Products and on all materials on or in connection with which the Licensed Trademark Property and Licensed Trade Dress is used, such legends, markings and notices as may be required by laws of the Territory in order to give appropriate notice of any trademark rights therein or pertaining thereto
The Licensee shall promptly give notice in writing to the Licensor of any infringement or threatened infringement in the Territory of the Licensed Trademark which comes to the Licensee’s attention during the term of this Agreement.
Article 5: TERM AND TERMINATION
The term of this Agreement shall be _________ years from the effective date unless otherwise decided by the Licensor and subject to the agreement between the Parties to extend its duration for a further period.
The Licensor may terminate this Agreement before its expiration, provided that such early termination be notified in writing to the Licensee at least 180 days before the effective date of termination.
Article 6: DISPUTE RESOLUTION
Any dispute, breach, controversy or claim arising out of or in connection with this Agreement shall be first settled amicably between the Parties. If the dispute cannot be settled amicably, either Party has the right to submit the dispute to an Arbitration body in _____________.
Article 7: GENERAL PROVISIONS
This Agreement and the obligations under this Agreement will be binding upon and will inure to the benefit of the Parties. Any amendments, modifications, alternations or supplements to this Agreement shall be made in writing to be legally effective.
Neither Party shall assign this Agreement or any right, license or privilege under this Agreement.
This Agreement shall be governed by and interpreted under the Laws of _________.
This Agreement contains the entire understanding between the Parties, superseding all prior or contemporaneous communications, agreements, and understandings between the Parties with respect to the subject matter of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be made and executed by their respective duly authorized representatives on the day and year first above written.
For and on behalf of Licensor For and on behalf of Licensee