Licensee-Friendly Trademark License Agreement Template

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where "control" means the ownership of more than fifty percent (50%) of the voting interests of an entity or the power to direct its management and policies.

"Applicable Law" means all laws, statutes, regulations, rules, orders, and binding requirements of any governmental or regulatory authority having jurisdiction over a Party, the Licensed Products, or the Licensed Territory, as in force from time to time.

"Contract Year" means each consecutive period of twelve (12) months commencing on the Effective Date or on any anniversary of the Effective Date.

"Gross Sales" means the total amount invoiced or otherwise charged by the Licensee, its Affiliates, and permitted sublicensees to third parties for the sale, lease, or other disposition of Licensed Products in the Licensed Territory.

"Net Sales" means Gross Sales less, to the extent actually incurred, included in, or separately stated in the relevant invoice: (i) trade, quantity, and cash discounts; (ii) returns, rebates, allowances, and credits; (iii) sales, use, value-added, and similar taxes and customs duties; and (iv) freight, insurance, and shipping charges. Sales between the Licensee and its Affiliates or permitted sublicensees for resale shall not be included in Net Sales, and only the subsequent sale to the unaffiliated third party shall be counted.

"Licensed Marks" means the trademarks, service marks, names, logos, and designs identified in this Agreement, together with all registrations and applications therefor, and all goodwill associated therewith.

"Licensed Products" means the goods and services described in this Agreement, in each case bearing, marketed, or offered under the Licensed Marks.

"Licensed Territory" means the geographic area described in this Agreement.

"Intellectual Property Rights" means all patents, trademarks, service marks, trade names, trade dress, copyrights, domain names, design rights, trade secrets, and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world.

"Term" means the Initial Term together with each Renewal Term, as such terms are defined in this Agreement, unless this Agreement is earlier terminated in accordance with its provisions.

"Royalty" means the amount payable by the Licensee to the Licensor under this Agreement, calculated as a percentage of Net Sales.

"Losses" means all losses, liabilities, damages, judgments, settlements, fines, costs, and expenses, including reasonable attorneys' fees and court costs.

Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including without limitation." References to Sections are to sections of this Agreement, and references to a statute or regulation include such instrument as amended or replaced from time to time. No provision shall be construed against a Party by reason of that Party having drafted it.

Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee, during the Term, an exclusive (even as to the Licensor), royalty-bearing, non-transferable (except as permitted under this Agreement) license to use the Licensed Marks in the Licensed Territory in connection with the manufacture, production, advertising, promotion, distribution, offering for sale, and sale of the Licensed Products.

The Licensor shall not, and shall not authorize or permit any Affiliate or third party to, use, license, or otherwise exploit the Licensed Marks, or any confusingly similar mark, in connection with the Licensed Products or any substantially similar goods or services in the Licensed Territory during the Term.

The license granted hereunder includes the right of the Licensee to use the Licensed Marks on packaging, labels, point-of-sale materials, websites, social media accounts, online marketplaces, and other advertising and promotional media directed to customers in the Licensed Territory, and to register and use domain names and social media handles incorporating the Licensed Marks, provided that any such registration shall be made in the name of, or transferred upon request to, the Licensor, subject to the Licensee's continuing right of use during the Term.

The Licensee may engage third-party manufacturers, suppliers, and service providers to produce Licensed Products or components thereof on the Licensee's behalf, provided that such parties are bound by written obligations consistent with this Agreement, and the Licensee shall remain responsible for their compliance. Such engagement shall not constitute a sublicense.

The Licensor shall refer to the Licensee any inquiry, offer, or request received from third parties for the use of the Licensed Marks in connection with the Licensed Products in the Licensed Territory.

Should the Licensor, during the Term, acquire, adopt, or register any new or additional trademark that is the same as or confusingly similar to any Licensed Mark or that is used in connection with the Licensed Products, the Licensor shall promptly notify the Licensee, and such trademark shall, at the Licensee's election made by written notice, be deemed included in the Licensed Marks without additional Royalty or fee.

The license granted herein is a license to use only and is limited to the scope expressly set out in this Agreement. The Licensee shall not be required to achieve any minimum sales volume or minimum royalty in order to maintain exclusivity, except as expressly provided in this Agreement.

The Licensed Marks are the trademarks, service marks, and logos set out below, in each case in the form and for the goods and services indicated:

[Description of Licensed Marks, including word marks and logos]; [registration or application numbers]; [registering authorities and jurisdictions]; [classes of goods or services].

The Licensed Products consist of the following goods and services: [description of Licensed Products and applicable product categories].

The Licensed Territory consists of the following geographic area: [description of Licensed Territory].

The Licensee shall be entitled to sell the Licensed Products to customers located within the Licensed Territory and to customers located outside the Licensed Territory who purchase on the Licensee's passive initiative, provided that the Licensee shall not actively market the Licensed Products outside the Licensed Territory in territories in which the Licensor or its other licensees have granted exclusive rights, as notified in writing to the Licensee in advance.

The Licensee shall be entitled to sell Licensed Products through any channels of trade, including physical retail, wholesale, distributors, e-commerce platforms, and the Licensee's own websites, to the extent that sales are directed to customers within the Licensed Territory, unless otherwise agreed in writing: [specific channel limitations, if any].

The Licensor shall not expand, reduce, or otherwise alter the Licensed Territory or the scope of the Licensed Products or Licensed Marks without the Licensee's prior written consent. Any additions to the Licensed Territory or Licensed Products shall be made only by written amendment signed by both Parties and shall be on the terms stated therein.

If any Licensed Mark is abandoned, cancelled, or invalidated, or is found to infringe the rights of a third party in any part of the Licensed Territory, the Licensor shall promptly notify the Licensee, and the Licensed Territory shall be deemed unaffected in respect of the remaining Licensed Marks. The Royalty shall be equitably adjusted in respect of any period during which the Licensee is unable to use a Licensed Mark in any part of the Licensed Territory.

As between the Parties, the Licensor is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Licensed Marks, and all goodwill arising from the Licensee's use of the Licensed Marks shall inure to the benefit of the Licensor, subject to the Licensee's rights under this Agreement.

The Licensee acknowledges the Licensor's ownership of the Licensed Marks and agrees that it shall not, during the Term, challenge the validity of the Licensed Marks or the Licensor's ownership thereof, except to the extent such acknowledgment or covenant is prohibited by Applicable Law or where the challenge is raised as a defense to a claim brought by the Licensor or as a result of a material breach by the Licensor of this Agreement.

All rights not expressly granted to the Licensee under this Agreement are reserved to the Licensor, provided that the Licensor shall not exercise any reserved right in a manner that conflicts with, derogates from, or diminishes the exclusive rights granted to the Licensee hereunder.

Nothing in this Agreement shall be construed as granting the Licensee any ownership interest in the Licensed Marks. The Licensee shall not apply to register any Licensed Mark or any confusingly similar mark in its own name, except as permitted under this Agreement or as the Licensor may request in writing.

The Licensee shall retain all right, title, and interest in and to its own trademarks, trade names, product designs, formulations, packaging designs, know-how, materials, and other Intellectual Property Rights created, owned, or developed by or for the Licensee independently of the Licensed Marks, including any such rights embodied in the Licensed Products, and nothing herein shall transfer or license such rights to the Licensor, except to the extent that they incorporate the Licensed Marks themselves.

Any combination marks or composite designs created by the Licensee that incorporate a Licensed Mark together with the Licensee's own marks shall be owned by the Licensee as to the elements that are not the Licensed Marks, and the Licensor's rights in the Licensed Marks shall remain unaffected.

In consideration of the license granted hereunder, the Licensee shall pay to the Licensor a running Royalty equal to [percentage]% of Net Sales of the Licensed Products during each calendar quarter of the Term.

[Optional: The Licensee shall pay an initial license fee of [amount and currency], payable within [number] days after the Effective Date, which shall be [creditable / non-creditable] against Royalties subsequently due.]

Within [number] days after the end of each calendar quarter, the Licensee shall deliver to the Licensor a written report, in the form reasonably acceptable to the Licensor, setting out for such quarter: (i) Gross Sales; (ii) the deductions taken in calculating Net Sales; (iii) Net Sales by product category; and (iv) the Royalty due.

The Licensee shall pay the Royalty shown to be due in each report within [number] days after the delivery of such report. All payments shall be made in [currency] by wire transfer to the bank account designated in writing by the Licensor. Where Net Sales are made in a currency other than [currency], they shall be converted at the [source of exchange rate] rate prevailing on the last business day of the relevant quarter.

Any amount not paid when due, and not disputed in good faith, shall bear simple interest from the due date until paid at the rate of [percentage]% per annum or the maximum rate permitted by Applicable Law, whichever is lower. Payment of such interest shall be the Licensor's sole remedy in respect of late payment, without prejudice to its termination rights under this Agreement.

All amounts payable under this Agreement are exclusive of value-added, sales, and similar indirect taxes, which shall be borne as required by Applicable Law. If the Licensee is required by Applicable Law to withhold any tax from a payment to the Licensor, the Licensee may deduct such tax, shall remit it to the competent authority, and shall provide the Licensor with an official receipt or other evidence of payment, and the amount so withheld shall be treated as having been paid to the Licensor. The Parties shall cooperate in good faith to minimize any such withholding.

The Licensee may set off against any Royalty payable any amount owed by the Licensor to the Licensee under this Agreement, including any indemnity amounts finally determined or agreed to be due. The Royalty is the sole and entire compensation payable to the Licensor for the rights granted hereunder, and no other fee, charge, or payment shall be due except as expressly stated in this Agreement.

If the Licensee disputes any invoice or claim in good faith, it shall notify the Licensor and may withhold payment of the disputed portion only, pending resolution of the dispute pursuant to this Agreement, while paying the undisputed portion on time.

The Licensee shall keep complete and accurate books and records relating to the sale of Licensed Products and the calculation of Net Sales and Royalties for at least [number] years after the end of the Contract Year to which they relate.

The Licensor may, upon not less than [number] days' prior written notice and not more than once in any Contract Year, appoint an independent certified public accountant, reasonably acceptable to the Licensee and bound by written confidentiality obligations, to inspect and audit such books and records, during normal business hours, solely to verify the accuracy of the Royalty reports and payments.

The audit shall be conducted so as not to unreasonably interfere with the Licensee's business operations. The auditor shall be entitled to access only those records that are reasonably necessary to verify Net Sales and Royalties and shall not have access to information concerning the Licensee's costs, profit margins, customers' identities beyond what is necessary, or other commercially sensitive information unrelated to the Royalty calculation.

The auditor shall deliver a copy of its written report to both Parties at the same time. The Licensee shall have a period of [number] days to review and respond to the report before any amount is deemed due.

If the audit reveals an underpayment, the Licensee shall pay the shortfall within [number] days after the report is finally agreed or determined, together with interest as provided in this Agreement. If the audit reveals an overpayment, the Licensor shall, at the Licensee's election, refund the overpayment or credit it against future Royalties.

The costs of the audit shall be borne by the Licensor, unless the audit reveals an underpayment exceeding [percentage]% of the Royalties due for the audited period, in which case the Licensee shall reimburse the reasonable, documented costs of the audit.

Any Royalty report or payment that has not been challenged by the Licensor within [number] months after delivery shall be deemed final and binding, save in the case of fraud. All information obtained during an audit shall be treated as confidential and used solely for the purposes of this Agreement.

The Licensor's quality control rights under this Agreement are limited to the periodic review of samples and periodic audits as provided in this Section, which the Parties agree are sufficient to maintain the nature and quality of the Licensed Products necessary to protect the validity of the Licensed Marks.

The Licensee shall use commercially reasonable efforts to ensure that the Licensed Products are of a quality at least equal to [quality standard or reference description] and comply with Applicable Law in the Licensed Territory.

Upon the Licensor's written request, made not more than [number] times in any Contract Year, the Licensee shall furnish to the Licensor, free of charge, up to [number] representative samples of each category of Licensed Products then being sold, within [number] days after the request. The Licensor shall notify the Licensee in writing of any objection to the quality of the samples within [number] days after receipt, specifying the reasons in reasonable detail. Failure to object within such period shall constitute approval of the relevant samples and products.

The Licensor may, upon not less than [number] days' prior written notice and not more than [number] times in any Contract Year, conduct an audit of the Licensee's facilities used for the production of the Licensed Products, during normal business hours, to verify compliance with the quality standards in this Agreement. The Licensor's representatives shall comply with the Licensee's reasonable safety, security, and confidentiality requirements.

If the Licensor notifies the Licensee of a failure to meet the quality standard, the Licensee shall have [number] days from receipt of such notice to remedy the deficiency or to submit a reasonable plan for doing so. The Licensor shall not unreasonably withhold or delay its approval of any remedial measures.

The Licensee shall not be required to obtain the Licensor's prior approval of individual Licensed Products, advertising, packaging, or marketing materials, provided that they conform to the standards of this Agreement, and no such approval right shall be implied. The Licensor shall bear its own costs of any sampling and audit activities.

The Licensor shall keep confidential all non-public information obtained through samples and inspections and shall use it solely for the purpose of verifying quality compliance.

The Licensee shall use the Licensed Marks only in the form and manner permitted by this Agreement and in accordance with the Licensor's trademark usage guidelines provided to the Licensee in writing and in effect from time to time, provided that any change in such guidelines shall be reasonable, notified at least [number] days in advance, and shall not require the Licensee to incur material unreasonable costs or to withdraw products already manufactured or in the supply chain.

The Licensee shall use, where commercially practicable, appropriate trademark notices on the Licensed Products, packaging, and advertising materials, such as the symbols ® or ™, as applicable, and a legend to the effect that the Licensed Marks are owned by the Licensor and used under license, in the form and placement reasonably agreed by the Parties: [form of notice].

The Licensee shall not use the Licensed Marks in any manner that is deceptive, misleading, or disparaging of the Licensor, or that would reasonably be expected to bring the Licensed Marks into disrepute, or in connection with any goods or services other than the Licensed Products.

The Licensee shall not alter, modify, or distort the Licensed Marks, or combine them with any other mark in a manner that creates a unitary composite mark, without the Licensor's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Licensee may, however, display the Licensed Marks alongside its own name, trademarks, and logos, and identify itself as the exclusive licensee.

The Licensee may indicate on the Licensed Products and in its marketing materials the identity of the Licensee as the manufacturer or distributor, and may refer to its status as the exclusive licensee of the Licensed Marks in the Licensed Territory.

Upon expiration or termination of this Agreement, the Licensee shall cease use of the Licensed Marks, subject to the sell-off rights provided in this Agreement.

The Licensor shall, at its own cost and expense, take all steps necessary to prosecute, register, maintain, and renew the registrations and applications for the Licensed Marks in the Licensed Territory throughout the Term, including the timely payment of all fees and the filing of all required declarations of use, renewals, and responses to official actions.

The Licensor shall provide the Licensee with written confirmation of the status of the Licensed Marks within [number] days after the Licensee's request and shall notify the Licensee promptly, and in any event within [number] days, of any deadline missed, office action, opposition, cancellation, or other proceeding affecting the validity, registration, or enforceability of any Licensed Mark.

If the Licensor fails to take any action required to maintain a registration or application for a Licensed Mark and does not do so within [number] days after written notice from the Licensee, the Licensee may, but shall not be obliged to, take such action in the Licensor's name or its own and the Licensor shall reimburse the Licensee for the costs reasonably incurred, which the Licensee may deduct from Royalties otherwise payable.

The Licensee shall provide the Licensor, at the Licensor's cost, with such specimens of use and other information regarding the use of the Licensed Marks as the Licensor reasonably requires for the purposes of maintaining the registrations, and the Licensee's use of the Licensed Marks in accordance with this Agreement shall be deemed to be use by the Licensor for such purposes.

The Licensor shall, at the Licensee's request and expense, use reasonable efforts to apply for registration of the Licensed Marks in additional classes or jurisdictions within the Licensed Territory in which the Licensee reasonably considers such protection to be necessary.

The Licensor shall not abandon, surrender, cancel, assign, encumber, or permit to lapse any Licensed Mark in the Licensed Territory, nor grant any security interest or other right in the Licensed Marks that would conflict with or be superior to the rights granted to the Licensee hereunder.

The Licensee shall, upon the Licensor's reasonable request and at the Licensor's cost, cooperate in the recordation of this Agreement or of the Licensee as a registered user or licensee, where such recordation is required or desirable under Applicable Law.

Each Party shall promptly notify the other in writing upon becoming aware of any actual, suspected, or threatened infringement, dilution, passing off, or other unauthorized use of any Licensed Mark in the Licensed Territory (an "Infringement"), together with all relevant evidence in its possession.

The Licensee shall have the first right, but not the obligation, to take action against any Infringement in the Licensed Territory, in its own name or, where required, jointly with the Licensor, at the Licensee's own expense and through counsel of its choice. The Licensor shall, at the Licensee's request, join as a party to any such proceedings where necessary for standing and shall provide reasonable cooperation, at the Licensor's own cost.

If the Licensee has not commenced action within [number] days after written notice of an Infringement, or has notified the Licensor that it does not intend to do so, the Licensor may take action at its own expense, provided that it shall consult with the Licensee beforehand and shall not enter into any settlement that restricts the Licensee's rights or imposes obligations on the Licensee without the Licensee's prior written consent.

Any damages, profits, or other monetary recoveries obtained in an action brought by the Licensee shall first be applied to reimburse the Parties' respective costs of the action, and the balance shall be retained by the Licensee, [subject to the payment to the Licensor of the Royalty on any portion that represents lost sales of Licensed Products, as if such portion were Net Sales]. Recoveries in an action brought by the Licensor shall be applied first to reimburse the Parties' costs, and the balance shall be shared as follows: [allocation].

If any third party asserts that the use of any Licensed Mark in accordance with this Agreement infringes its rights, the Licensee shall promptly notify the Licensor, and the Licensor shall, at its own expense, assume the defense of such claim and keep the Licensee informed of its progress. The Licensee may participate in such defense with counsel of its choice at its own cost.

Where, as a result of any such claim, the Licensee is enjoined from, or reasonably determines that it cannot continue, using any Licensed Mark in any part of the Licensed Territory, the Licensor shall, at its cost, use its best efforts to procure for the Licensee the right to continue using the Licensed Mark, or to modify it so that it is non-infringing and substantially equivalent, failing which the Licensee may suspend the payment of Royalties in respect of the affected products and territory or terminate this Agreement in whole or in part by written notice.

Each Party represents and warrants to the other that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has full power and authority to enter into and perform this Agreement; (iii) this Agreement has been duly authorized, executed, and delivered by it and constitutes its legal, valid, and binding obligation; and (iv) its execution and performance of this Agreement do not conflict with any other agreement or obligation by which it is bound.

The Licensor represents, warrants, and covenants to the Licensee that: (i) it is the sole and exclusive owner of all right, title, and interest in and to the Licensed Marks in the Licensed Territory, free and clear of any liens, encumbrances, licenses, or other rights that conflict with the rights granted hereunder; (ii) it has the right to grant the license set forth in this Agreement; and (iii) all registrations and applications for the Licensed Marks are valid, subsisting, and in good standing.

The Licensor further represents, warrants, and covenants that, to the best of its knowledge after due inquiry: (i) the use of the Licensed Marks in accordance with this Agreement does not and will not infringe, dilute, or misappropriate the Intellectual Property Rights of any third party; (ii) there is no pending or threatened claim, action, opposition, or proceeding challenging the Licensed Marks or the Licensor's rights therein; and (iii) no third party is infringing the Licensed Marks in the Licensed Territory, except as disclosed in writing to the Licensee prior to the Effective Date.

The Licensor shall not enter into any agreement, grant any right, or take any action that would conflict with or impair the rights granted to the Licensee, and shall comply with all Applicable Law in the performance of its obligations hereunder.

The Licensee represents, warrants, and covenants to the Licensor that it shall comply in all material respects with Applicable Law in its use of the Licensed Marks and its manufacture and sale of the Licensed Products in the Licensed Territory, and that it holds, or will obtain prior to the commencement of sales, all licenses and permits necessary for such activities.

Except as expressly provided in this Agreement, neither Party makes any other representation or warranty, express or implied, and each Party disclaims all implied warranties to the extent permitted by Applicable Law. The Licensor's representations, warranties, and covenants in this Agreement shall survive the expiration or termination of this Agreement.

The Licensor shall indemnify, defend, and hold harmless the Licensee, its Affiliates, and their respective officers, directors, employees, agents, and permitted sublicensees from and against all Losses arising out of or in connection with: (i) any claim that the use of the Licensed Marks in accordance with this Agreement infringes, dilutes, or misappropriates the rights of a third party; (ii) any breach by the Licensor of its representations, warranties, or covenants under this Agreement; or (iii) any negligence, willful misconduct, or violation of Applicable Law by the Licensor.

The Licensee shall indemnify, defend, and hold harmless the Licensor and its officers, directors, and employees from and against all Losses arising out of any third-party claim to the extent resulting from: (i) a product liability claim directly caused by a manufacturing defect in the Licensed Products manufactured by or for the Licensee; or (ii) the Licensee's gross negligence or willful misconduct in the performance of this Agreement. The Licensee shall have no indemnification obligation to the extent the Losses arise from the Licensor's acts or omissions, from any matter for which the Licensor is obligated to indemnify under this Agreement, or from the Licensee's use of the Licensed Marks in accordance with this Agreement.

A Party seeking indemnification shall give the indemnifying Party prompt written notice of the claim (provided that a delay shall relieve the indemnifying Party of its obligations only to the extent it is materially prejudiced), shall permit the indemnifying Party to control the defense and settlement of the claim with counsel reasonably acceptable to the indemnified Party, and shall provide reasonable cooperation at the indemnifying Party's expense. The indemnifying Party shall not settle any claim in a manner that imposes any liability or obligation on, or admits fault of, the indemnified Party without its prior written consent.

Subject to the following sentence, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, or business opportunity, arising out of or related to this Agreement. The foregoing exclusion shall not apply to the Licensor's indemnification obligations under this Agreement, to breaches of confidentiality, or to damages arising out of fraud, gross negligence, or willful misconduct.

The Licensee's aggregate liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total Royalties paid or payable by the Licensee to the Licensor during the [number] months immediately preceding the event giving rise to the claim, except in the case of fraud or willful misconduct. The Licensor's liability shall not be limited by the foregoing, except as provided in the preceding clause and subject to a cap of [amount and currency] for claims other than those arising under its indemnification obligations, its breach of the exclusivity covenants, or its fraud, gross negligence, or willful misconduct.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under Applicable Law.

The Licensee shall, at its own expense, maintain throughout the Term and for [number] years thereafter commercial general liability insurance, including product liability coverage, with a reputable insurer, with limits of not less than [amount and currency] per occurrence and [amount and currency] in the aggregate.

The Licensor shall, at its own expense, maintain throughout the Term and for [number] years thereafter, intellectual property infringement and advertising injury liability insurance, to the extent commercially available on reasonable terms, with limits of not less than [amount and currency] per claim and in the aggregate, together with such other insurance as is customary for a licensor of its size and industry.

The Licensee may satisfy its insurance obligations through a combination of primary and umbrella or excess policies, or through the programs of its Affiliates, and may maintain reasonable deductibles or self-insured retentions.

Each Party shall, upon the written request of the other (not more than once in any Contract Year), provide a certificate of insurance evidencing the coverage required under this Section.

The Licensor shall cause the Licensee to be named as an additional insured under the Licensor's liability policies, where such inclusion is commercially available, and the Licensee shall have the corresponding obligation, at the Licensor's request, in respect of the Licensor under the Licensee's product liability policy.

Each Party shall give the other at least [number] days' prior written notice of any cancellation, non-renewal, or material reduction of any required coverage. The insurance obligations hereunder shall not limit or reduce either Party's liability or indemnification obligations under this Agreement.

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with its terms, shall continue in force for an initial term of [number] years (the "Initial Term").

Upon expiration of the Initial Term and of each Renewal Term, this Agreement shall automatically renew for successive renewal terms of [number] years each (each, a "Renewal Term"), unless the Licensee gives written notice of non-renewal to the Licensor not less than [number] days prior to the end of the then-current term.

The Licensor shall have the right to prevent the renewal of this Agreement only if: (i) it gives written notice of non-renewal to the Licensee not less than [number] days prior to the end of the then-current term; and (ii) at the time of giving such notice and at the end of the then-current term, the Licensee is in material breach of this Agreement that remains uncured or has failed to meet the minimum performance criteria, if any, specified as follows: [minimum performance criteria, if any]. In all other cases, a notice of non-renewal given by the Licensor shall have no effect.

The Licensor shall notify the Licensee in writing, not less than [number] days nor more than [number] days prior to the end of the then-current term, of the upcoming renewal, the then-applicable Royalty, and the Licensee's right to give notice of non-renewal.

The Royalty rate applicable during any Renewal Term shall remain unchanged from that applicable during the Initial Term, unless the Parties agree otherwise in writing, provided that any increase shall not exceed [percentage]% and shall be agreed no later than [number] days before the commencement of the relevant Renewal Term.

The expiration of this Agreement for any reason shall not affect any rights or obligations that have accrued prior to such expiration.

The Licensor may terminate this Agreement by written notice to the Licensee if the Licensee commits a material breach of this Agreement and fails to cure such breach within [number] days after receiving written notice from the Licensor describing the breach in reasonable detail, or, if the breach cannot reasonably be cured within such period, fails to commence and diligently pursue a cure within such period.

The Licensee may terminate this Agreement by written notice to the Licensor if: (i) the Licensor commits a material breach of this Agreement and fails to cure such breach within [number] days after written notice; (ii) the Licensor breaches any of its representations, warranties, or covenants regarding ownership, validity, or exclusivity of the Licensed Marks; (iii) the Licensed Marks become unavailable for use in all or any material part of the Licensed Territory; or (iv) the Licensor becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to any bankruptcy, liquidation, or similar proceeding.

In addition, the Licensee may terminate this Agreement for convenience, in whole or in respect of any part of the Licensed Territory or any category of the Licensed Products, upon not less than [number] days' prior written notice to the Licensor, without liability for such termination other than the payment of Royalties accrued up to the effective date of termination.

Upon the expiration or termination of this Agreement for any reason, the license granted hereunder shall terminate, subject to the rest of this Section, and the Licensee shall pay all accrued and unpaid Royalties and deliver a final Royalty report within [number] days after the effective date of expiration or termination.

For a period of [number] months after expiration or termination (other than termination by the Licensor for the Licensee's uncured material breach involving non-payment of undisputed Royalties), the Licensee and its distributors and customers shall have the non-exclusive right to continue to sell, in accordance with this Agreement, any inventory of Licensed Products, including works in progress, on hand or on order as of the effective date, subject to payment of the Royalty thereon. In the case of termination by the Licensor for the Licensee's uncured material breach, such sell-off period shall be [number] months.

Upon the expiration of the sell-off period, the Licensee shall cease all use of the Licensed Marks and, at the Licensor's request, shall either destroy or deliver up, at the Licensor's cost, any remaining materials bearing the Licensed Marks, and shall transfer to the Licensor any domain names and social media accounts registered in accordance with this Agreement, with the exception of the Licensee's own trademarks and trade names.

If the Licensor terminates this Agreement other than as permitted herein, or if the Licensee terminates it for the Licensor's breach, the Licensor shall reimburse the Licensee for its reasonable, documented, unamortized investments in the Licensed Products, tooling, inventory, and marketing activities relating to the Licensed Marks, without prejudice to any other remedy available to the Licensee.

The provisions of this Agreement that by their nature are intended to survive expiration or termination, including Sections relating to ownership, payment of accrued amounts, audit rights, indemnification, limitation of liability, confidentiality, and dispute resolution, shall survive.

The Licensee may not assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the Licensor, which shall not be unreasonably withheld, conditioned, or delayed, except that the Licensee may, without such consent, assign this Agreement in its entirety to an Affiliate or to a successor to all or substantially all of the business or assets to which this Agreement relates, whether by merger, acquisition, reorganization, or sale, upon written notice to the Licensor.

The Licensor may not assign, transfer, or otherwise dispose of any Licensed Mark or this Agreement, in whole or in part, unless the assignee agrees in writing, for the benefit of the Licensee, to be bound by all the terms of this Agreement. This Agreement and the license granted hereunder shall be binding upon, and shall continue in full force and effect against, any successor-in-interest, assignee, or transferee of the Licensed Marks.

The Licensor shall give the Licensee not less than [number] days' prior written notice of any proposed assignment, transfer, or exclusive license of the Licensed Marks, or any change of control of the Licensor.

The Licensee may grant sublicenses of its rights under this Agreement, in whole or in part, to its Affiliates, distributors, and other third parties in the Licensed Territory, provided that: (i) each sublicense is in writing and consistent with the terms of this Agreement; (ii) the sublicensee is bound by quality standards and usage guidelines no less protective of the Licensed Marks than those in this Agreement; and (iii) the Licensee shall give written notice to the Licensor of the identity of each sublicensee within [number] days after the grant. The Licensor's consent shall be required only for sublicenses to parties other than Affiliates, which consent shall not be unreasonably withheld, conditioned, or delayed, and shall be deemed given if the Licensor does not object within [number] days after notice.

The Licensee shall remain responsible for the acts and omissions of its sublicensees, and shall be entitled to receive and retain any sublicense fees, provided that the Royalty shall be payable on the Net Sales of the sublicensees. Any sublicense shall terminate upon termination of this Agreement, unless the Licensor elects in writing to continue it directly with the sublicensee.

Any purported assignment or sublicense in violation of this Section shall be null and void.

This Agreement and any dispute, controversy, or claim arising out of or relating to it, including its formation, validity, breach, or termination, and any non-contractual obligations arising therefrom, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

The Parties shall attempt in good faith to resolve any dispute through negotiation between senior executives of each Party. Either Party may initiate such negotiation by giving written notice of the dispute to the other Party, and if the dispute is not resolved within [number] days following such notice, either Party may proceed to mediation or arbitration in accordance with this Section.

Any dispute not resolved by negotiation shall be referred first to mediation administered by [mediation institution] in accordance with its rules in effect at the time. If the dispute is not settled within [number] days after the commencement of mediation, it shall be finally resolved by arbitration under the rules of [arbitration institution], by [one / three] arbitrator(s) appointed in accordance with such rules.

The seat of arbitration shall be [city, country], and the language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties and judgment thereon may be entered in any court having jurisdiction. The arbitral tribunal may award the prevailing Party its reasonable costs and attorneys' fees.

Notwithstanding the foregoing, either Party may seek interim, injunctive, or other equitable relief from any court of competent jurisdiction, including in [jurisdiction of courts], to protect its Intellectual Property Rights or to prevent irreparable harm, and the Licensor acknowledges that any breach of its exclusivity obligations under this Agreement would cause the Licensee irreparable harm for which damages would be an inadequate remedy.

The Parties shall continue to perform their respective obligations under this Agreement during the pendency of any dispute, except to the extent those obligations are the subject of the dispute, and the Licensee shall not be deemed in breach of this Agreement for withholding payment of any amount that is the subject of a good-faith dispute.

The existence and content of any negotiation, mediation, or arbitration proceedings shall be kept confidential by the Parties, except as necessary to enforce an award or as required by Applicable Law.

Each Party shall keep confidential all non-public information of the other Party disclosed in connection with this Agreement, including the terms hereof, and shall use it solely for the performance of this Agreement, except where disclosure is required by Applicable Law or is made to its professional advisers, financiers, insurers, and prospective acquirers who are bound by equivalent confidentiality obligations.

All notices under this Agreement shall be in writing and shall be delivered personally, by internationally recognized courier, or by email with confirmation of transmission, to the addresses specified below, or to such other address as a Party may notify in writing: for the Licensor, [name, address, email]; for the Licensee, [name, address, email]. Notices shall be deemed received upon delivery if delivered personally or by courier, and on the next business day after transmission if sent by email.

This Agreement, together with any written amendments hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral. No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both Parties.

Neither Party shall be liable for any failure or delay in performing its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, epidemic, governmental action, labor disputes not involving its own employees, or failures of public utilities, provided that it notifies the other Party promptly and uses reasonable efforts to mitigate the effects. If such an event continues for more than [number] days, the affected Party's counterparty may terminate this Agreement upon written notice.

If any provision of this Agreement is held invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith a valid replacement provision that most closely reflects the original intent.

No failure or delay by a Party in exercising any right under this Agreement shall operate as a waiver thereof, and no waiver shall be effective unless in writing and signed by the waiving Party. The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them, and neither Party has authority to bind the other.

Each Party shall bear its own costs in connection with the negotiation and execution of this Agreement. This Agreement may be executed in counterparts, including by electronic signature or electronic transmission of a signed copy, each of which shall be deemed an original and all of which together shall constitute one instrument.