Sample Template Example of Draft Brand License Agreement Format / Trademark Assignment Agreement / Trademark Transfer Agreement Format in Word / Doc / Pdf Free Download
TRADEMARK LICENSE AGREEMENT
This
Trademark License Agreement hereinafter referred to as “the agreement” is executed on this 14th day of May, 2023
at ________.
BETWEEN
CAPITAL INVESTMENTS LIMITED, a company duly organized and existing under the laws of Belgium having Registered Office at 43, Russell Crow Street, Belgium 191923, (hereinafter referred to as “CIL”, which expression shall unless contrary to the context thereof mean and include its successors and permitted assigns) of the FIRST PART;
AND
BAJAJ ROY PRIVATE LIMITED, a company incorporated
under the Companies Act, 1956, having its registered office at 34/1 N T Road,
37th Floor Hanuman Towers, Chennai - 400020, Tamil Nadu (hereinafter referred
to as “BRPL”, which expression shall
unless repugnant to the context thereof include its successors and permitted
assigns) of the SECOND PART;
WHEREAS CIL and BRPL are
hereinafter individually referred to as a ‘Party’
and collectively as ‘Parties’.
WHEREAS CIL is the owner of “MARUTI”
and has obtained the registration of “M” Device trademarks under various
classes which is duly registered
under the Trade Marks Act 1999 hereinafter
referred to as “the said trademarks”.
The detail of the said trademarks is elaborated in the Schedule attached to
this agreement.
WHEREAS BRPL is engaged in
the business and marketing of Cars in India and outside India and intends to
utilize the said Trademarks along with making investments in marketing and
development of the said Trademarks in respect of the Cars and Bikes
collectively called “Cars” and
hereinafter referred to as “Products”.
WHEREAS the Parties have
agreed that BRPL shall have the right to use the said Trademarks for a period
of 2 (Two) years from the date of execution of this agreement for the
manufacture and sale of the Products in view of the investments which shall be
made by BRPL in view of the terms and conditions set out herein.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL COVENANTS AND PROMISES OF THE PARTIES HERETO, IT IS HEREBY AGREED AS FOLLOWS:
1.
It
is understood and agreed between the parties that this Agreement shall commence
w.e.f. 1st day of June, 2023.
2.
BRPL
shall enjoy full rights and liberty under this agreement to use the said trademarks
for the manufacture and sale of the Cars for a period of 2 (Two) years from the
date of execution of this agreement. The same shall be renewed at the behest of
both the parties at mutually acceptable terms and conditions.
3.
BRPL
shall pay royalty at the rate of 5 (Five) percent per annum of its net sales to
CIL for using the said trademarks. BRPL shall also pay a minimum royalty of Rs.
50,00,000/- (Rupees Fifty Lakhs Only) per month to ‘CIL’ to be paid quarterly
by 7th day of each quarter as per English Calendar.
4.
The
said royalty fees shall be payable by BRPL to CIL by way of bank transfer or
demand draft or cheque in favour of ______________ (Bank Details).
5.
BRPL
shall pay the royalty at the agreed time to CIL however in the event of failure
to do so CIL may provide additional reasonable time to BRPL for remitting the
payments. Further if the payments are not made by BRPL within the grace time
provided by CIL, this agreement will stand terminated automatically with
immediate effect.
6.
It
is understood and agreed between the parties that CIL will give BRPL a
relaxation period of three (3) months commencing from 01.07.2023. During such
relaxation period, BRPL shall not be liable to pay the said royalty fees to CIL.
7.
Pursuant
to this agreement, CIL shall be responsible to maintain and develop the brand
value in the said Trademarks in respect of the manufacture and sale of Cars as
mentioned above. CIL agrees that it shall make the investments that may be
necessary to maintain and build the brand value with respect to the said
Trademarks for manufacture and sale of Cars in India.
8.
It
shall be the essence of this agreement that BRPL takes and endeavours to take
all actions and steps to ensure that the products sold by BRPL under the said
trademark, shall adhere to the quality standards as set out by CIL and that it
shall prevent any harm to the goodwill and brand value of the said trademarks
of CIL. In the event it comes to the notice of CIL that the said quality
standards are not being adhered to, it shall offer a notice of 15 days to BRPL
to adhere to the said quality standards, failing which the present agreement
shall be terminated with immediate effect.
9.
The ownership of the
said trademark will always remain with the CIL and BRPL will not pass off the
said goods as if he is the owner of the said trademark.
10. BRPL may get himself registered as a registered
user under the provisions of the Trade Marks Act 1999 subject to the terms of
this agreement.
11. If any person is found by BRPL to infringe the
said trade mark either by passing off or otherwise, BRPL will bring that fact
to the notice of CIL to enable him to take necessary legal action against such
person and in that event BRPL will give all cooperation to CIL in prosecuting
such action and all the costs thereof will be borne and paid by the parties
hereto in equal shares.
12. If BRPL himself infringes the said trade mark by
passing off or otherwise, then CIL will be at liberty to initiate necessary
legal action against BRPL and in such case BRPL will not be entitled to
challenge the ownership of CIL in respect of the said trade mark.
13. If BRPL commits breach of any term of this
agreement, then CIL will be entitled to terminate this agreement by giving fifteen
(15) days prior notice in writing to BRPL and on the expiration of the notice
period, this agreement shall stand terminated unless in the mean while the
breach complained of is remedied to the satisfaction of CIL.
14. In the event of any dispute between the parties arising
out of this agreement, the parties shall be entitled to refer the disputes to arbitration
of a common arbitrator if agreed upon or in the absence of such agreement two
Arbitrators one to be appointed by each party hereto and the Arbitration will
be governed by the Indian Arbitration Act, 2013, alongwith any statutory
amendments made to the same and
the decision of the arbitrator shall be final and binding on both the parties.
The arbitration proceedings shall be in English and the seat of the arbitration
shall be ____________. The courts at _________ shall have exclusive
jurisdiction to adjudicate over any and all disputes subject to the said
arbitration clause.
15.
Neither Party may
disclose the contents of this Agreement to any entity or person except in the
following situations: (i) if required under applicable law of any of the
Parties, provided that the disclosing Party uses all commercially reasonable
efforts to have any sensitive information redacted, subject to applicable
regulations or requirements; (ii) in its financial statements as it is
required to do under applicable generally accepted accounting principles while
acting in reliance on its auditors, provided that the disclosing Party uses all
commercially reasonable efforts to have any sensitive information redacted,
subject to applicable regulations or requirements; (iii) upon the express
written consent of the other Party; (iv) disclosure is necessary to enable or
facilitate the enforcement of this Agreement; or (v) the information in
question was, at the date of this Agreement, already in the public domain or
later comes into the public domain through no fault of any of the Parties.
16.
The
Parties represent and warrant that: (i) each has the authority and power
necessary to execute, deliver and perform its obligations under this Agreement
and need not obtain consent from any other person or entity; (ii) neither the execution,
delivery nor performance of this Agreement will be or result in, a breach or
contravention of any other previously assumed contract, obligation, charter,
agreement of partnership or by-laws; (iii) this Agreement is a valid and
binding obligation, enforceable against it in accordance with its terms; (iv)
upon execution of this Agreement, the parties will deliver and take all other
actions as may reasonably be required to complete their obligations; (v) all
representations made by the Parties under this Agreement are true and factually
correct; and (vi) the Parties have the requisite authority to share such
information with the other Party.
17.
The
Parties are not liable for any default or delay in the performance of their
respective obligations under the terms of this Agreement, to the extent such
default or delay is caused by an event beyond the reasonable control of the parties,
whichever entity is unable to perform (the “Non-Performing Party”). An event
beyond the reasonable control of the Parties is a Force Majeure Event. A Force
Majeure Event includes but is not limited to, fire, flood, earthquake, elements
of nature, acts of war, terrorism, riots, civil disorders, rebellion, strike,
lockouts, or any other act or omission of God, government or any other party
beyond the Party’s control or responsibility. Force Majeure Events shall not
give rise to any claim against the other Party; nor shall any default or delay,
due to a Force Majeure Event, be deemed a breach of this Agreement.
18.
No amendment, supplement,
modification or clarification to this Agreement shall be valid or binding
unless set forth in writing and duly executed by all of the Parties to this
Renewal Agreement.
IN
WITNESS WHEREOF this Agreement has been entered into and
executed by the duly authorized representatives of the Parties hereto as on the
date first above written.
|
__________ Director For and on behalf of
CAPITAL INVESTMENTS LIMITED
|
__________ Director For and on behalf of BAJAJ
ROY PRIVATE LIMITED
|
Witnesses:
1.
2.
SCHEDULE
(Details of Trademark)
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