Trademark Licence Agreemrent Sample

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TRADE MARK LICENCE AGREEMENT

THIS LICENCE Agreement is made on this ------- day of ---------- 2016, and is effective as of   _______ BETWEEN ABC PLYWOOD having its principal place of business at 14/1 N S  Road, Chennai – 600 001, State of Tamilnadu (hereinafter called the Licensor) of the First Part, and ROCKET SALES LYD, having its registered office at Jeelkiya Building, 15^th Floor, 65/2 Kaju Road, Kolkata – 741 105, State of West Bengal, (hereinafter called the Licensee) of the Second Part.

WHEREAS

A.    The Licensor is a registered Partnership / Sole Proprietorship firm which is engaged in trading  of plywood.

     

B.  The Licensor is the owner of the Trade Mark as hereinafter defined "KALINGA"; and

C.     The Licensee is a public limited company incorporated under the Companies Act, 1956 ; and

D.    The Licensor is willing to license the use of the Trade Mark to the Licensee        subject to the following terms and conditions.

NOW IT IS HEREBY AGREED AS FOLLOWS :

1.         In this agreement the following words and expressions bear the following meanings :

"Territory"      -    Means India .

"Trade Mark"  -    The trade mark, the particulars of which are set out in

                          Schedule 1.

"Products"     -   The products which the trade mark is related to as

                                 illustrated in Schedule 1.

         " labels"           Labels  provided or approved by Licensor for use in

                                connection with the products.

2.     LICENCE

2.1      The Licensor grants to the Licensee an exclusive License to apply and use the Trade Mark  solely in connection with the manufacture of the products and thereafter  marketing of the Products and for related advertising and promotion materials; and for use, sale and distribution.

2.2      The Licensee shall ensure that at all times the Trademark is used only in accordance with the terms permitted by the License.

2.3      Nothing herein confers, or shall confer upon the Licensee, any right, title or interest in the said trademark during the term of this Agreement or any time thereafter.

2.4      The Licensee acknowledges that the said trademark is the exclusive property to the Licensor and that it will not assert any claim of ownership to the said trademark or to the goodwill or reputation thereof, by virtue of the Licensee’s use of the said mark, or otherwise.

2.5      The Licensee will not do any act, or permit any act or thing to be done or carries out in derogation of any of the rights of the Licensor in the said trademark, either during the term of this Agreement or thereafter.

2.6      The Licensee, shall not dispute or challenge the validity of the said trademark or any of the rights of the Licensor thereto, during the term of this Agreement or thereafter.

2.7      The Registered Proprietor has not entered into any agreement or allowed the use of the said Registered Trade Mark to any person prior to the present agreement. The Registered Proprietor acquired the ownership or proprietorship of the said Trade Mark KALINGA by use and registration and not by any other means.

3.   QUALITY STANDARDS

The Licensee shall ensure that the Products will at all times meet the quality standards as may from time to time be required by the Licensor. The Licensee agrees to supply the Licensor with representative samples of the Products for the Licensor's approval upon request by the Licensor.

4.   TRADE MARK USAGE

4.1  The Licensee shall apply and use the Trademark only as trademark and in a manner which is distinctive of the Products.

4.2  The Licensee shall not make any material change to the appearance of the Trade Mark and/or the stylized version thereof in respect of advertising and use of the Trade Mark generally without having obtained prior written approval of the Licensor to such change.

5.    REGISTRATION AND INFRINGEMENT

5.1    The Licensee recognizes that the Licensor is the owner of the Trade mark and shall inform the Licensor immediately of any possible unauthorized use of the Trademark by third party or of any other matter affecting the validity of the Trademark that may come to its notice.

5.2    The Licensor shall take whatever action necessary and appropriate to protect the Trademark from unauthorized use at its expense.

5.3    The Licensee commits that upon termination of this Agreement, regardless of the cause, thereof, Licensee will immediately cease all use of the Trademark and labels.

6.  LICENCE FEE

In accordance with Indian law, Licensor hereby grants to the Licensee a sum of Rs. ------------ per annum to manufacture the licensed Products  in the Territory.

7. DURATION

This Agreement shall commence as of ---------, 2008 and shall remain in full force and effect for ------------ years.

8. TERMINATION OF AGREEMENT

8.1     Either party may terminate this License immediately by giving a --------- month /months notice in writing to the other, as provided in Clause 7, or where :

(a)   the other party breaches any material term of this Agreement and fails to remedy such breach within 90 days of receiving a written request from the other party requiring it to make good such breach ;

(b)    the other party is insolvent.

9.     CONSEQUENCES OF TERMINATION

In the event of termination of this License, for any reason ;

a)    The licensee shall immediately stop use of the trademark and/or its artistic version in respect of its products ;

b)    Licensee shall transfer to Licensor all right, title and interest, which it has under any contract in relation to the Products, including any Sub-Distribution Agreement and Production Agreements.

10.    AGREEMENT

The rights conferred on the Licensee by this Agreement are personal to it and the Licensee may not thereafter assign or sub-license this Agreement, except as expressly provided for herein, without the prior written consent of the Licensor.

11.   GOVERNING LAW AND INTERPRETATION

This Agreement, and the interpretation thereof, and any disagreements or disputes arising under this Agreement, shall be subject to and governed by Indian law and the appropriate court for the purpose will be the High Court at Kolkata.

IN WITNESS whereof the parties have signed this Agreement the day and year first above written.

NAME OF THE LICENSOR

By _____________________________

Name : _________________________

Title :__________________________

Witness : _______________________

NAME OF THE LICENSEE

By _____________________________

Name : _________________________

Title :__________________________

Witness : _______________________

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