2019年TRADEMARKLICENSINGAGREEMENT(20201013100244)

1、編號：TRADEMARK LICENSING AGREEMENT甲方：乙方：簽訂日期：年月日第1頁共13頁Agreement madethis day of , between(hereinaftercalled 'Licensor'), and (hereinafter called 'Licensee'):WITNESSETHWhereas Licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights

2、to various other Licensor properties as defined in paragraph 1 of the Rider attached hereto and hereby made a part hereof (hereinafter called 'Name'), said Namehaving been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotion

3、al and advertising material in different businesses and being well Known and recognized by the general publicand associated in the public mindwith Licensor, and WhereasLicensee desires to utilize the Name upon and in connection with the manufacture, sale and distribution of articles hereinafter desc

4、ribed,Now, Therefore, in consideration of the mutual promises herein contained, it is here by agreed:1. Grant of License(a) ArticlesUpon the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee as a related company, and Licensee hereby accepts the right, license and privile

5、ge of utilizing the Name solely and only upon and in connection with the manufacture, sale and distribution of the following articles.(insert description)(b) TerritoryThe license hereby granted extends only to . Licensee agreesthat it will not make, or authorize, any use, direct or indirect, of the

6、Name in any other area, and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.(c) TermThe term of the license hereby granted shall be effective on the day of and shall continue until the day of , unless sooner term

7、inated in accordance with the provisions hereof. The term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on December 31st, .At the end of each term, beginning with December 31st, , this licenseshall

8、be automatically renewed for a one year term expiring December 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.2. Terms of Payment(a) RateLicensee agrees to pay to Licensor as royalty a sum eq

9、ual to percentof all net sales by Licensee or any of its affiliated,associated or subsidiary companies of the articles covered by this agreement. The term 'net sales' shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or unc

10、ollectible accounts. No costs incurred in the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by Licensee. Licensee agrees that in the event it should pay any other Licensor a higher royalty or licensing rate or commission than that provided

11、herein for the use of the Name, than said higher rate shall automatically and immediately apply to this contract.(b) Minimum RoyaltiesLicensee agrees to pay to Licensor a minimum royalty ofDollars($) as a minimum guarantee against royalties to be paid to Licensor during the first contract term, said

12、 minimum royalty to be paid on or before the last daydollars ($ )of the initial term hereof. The advance sum ofNo part of suchpaid on the signing hereof shall be applied against such guarantee.minimum royalty shall in any event be repayable to Licensee.(c) Periodic StatementsWithin days after the in

13、itial shipment of the articles covered by thisagreement, and promptly on the of each calendar thereafter, Licensee shall furnish to Licensor complete and accurate statementscertified to be accurate by Licensee showing the number, description and gross sales price, itemized deductions from gross sale

14、s price and net sales price of the articles covered by thisagreement distributed and/or sold by Licensee during the precedingcalendar , together with any returns made during the preceding calendar For this purpose, Licensee shall use the statementform attached hereto, copies of which form may be obt

15、ained by Licensee fromLicensor. Such statements shall be furnishedto Licensor whether or not any of thearticles have been sold during the preceding calendar.(d) Royalty paymentsRoyalties in excess of the aforementioned minimum royalty shall be due on the day of the following the calendar in whichear

16、ned, and payment shall accompany the statements furnished as required above. The receipt or acceptance by Licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder (or the cashing of any royalty checks paid hereunder) shall not preclude Licensor from q

17、uestioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by Licensee. Payment shall be in.Domestic taxes payable in the licensed territory

18、shall be payable by Licensee.3. Exclusivity(a) Nothing in this agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Name or from utilizingthe Name in any manner whatsoever, except that Licensor agrees that except as provided herein it will grant no oth

19、er licenses for the territory to which this license extends effective during the term of this agreement,for the use of the Name in connection with the sale of the articles described in paragraph 1.(b) It is agreed that if Licensor should convey an offer to Licensee to purchase any of the articles li

20、sted in paragraph 1, in connection with a premium, giveaway or other promotional arrangement, Licensee shall have days within which to accept or reject suchan offer. In the event that Licensee fails to accept such offer within the specified days, Licensor shall have the right to enter into the propo

21、sed premium,giveaway or promotional arrangement using the services of another manufacturer, provided, however, that in such event Licensee shall have a three (3) day period within which to meet the best offer of such manufacturer for the production of such articles if the price of such manufacturer

22、is higher than the price offered to Licensee by Licensor.Licensee agrees that it shall not, without the prior written consent of Licensor, (i) offer the articles as a premium in connection with any other product or service, or (ii) sell or distribute the articles in connection with another product o

23、r service which product or service is a premium.4. Good WillLicensee recognizes the great value of the good will associated with the Name, and acknowledges that the Name and all rights therein and good will pertaining thereto belong exclusively to Licensor, and that the Name has a secondary meaning

24、in the mind of the public.5 Licensor''s Title and Protection of Licensor''s Rights(a) Licensee agrees that it will not during the term of this agreement, or thereafter, attack the title or any rights of Licensor in and to the Nameor attack the validity of this license. Licensor hereb

25、y indemnifies Licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by Licensee of the Name as authorized in this agreement, provided that prompt notice is given to Licensor of any such claim or suit and provided, further, that Licensor shall have the

26、option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit is made without the prior written consent of Licensor.(b) Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor'&

27、#39;s rights to the Name, and Licensor, if it so desires may commence or prosecute any claims or suits in its own name or in the name of licensee or join Licensee as a party thereto. Licensee shall notify Licensor in writing of any infringements or imitations by others in the Name on articles the sa

28、me as or similar to those covered by this agreement which may come to Licensee''s attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee shall not institute any suit or take any acti

29、on on account of any such infringements or imitations without first obtaining the written consent of the Licensor so to do.6. Indemnification by Licensee and Product Liability Insurance Licensee hereby indemnifies Licensor and undertakes to defend Licensee and/or Licensor against and hold Licensor h

30、armless from any claims, suits,loss and damage arising out of any allegedly unauthorized use of any trademark, patent, process, idea, method or device by Licensee in connection with the articles covered by this agreement or any otheralleged action by Licensee and also from any claims, suits, loss an

31、d damage arising out of alleged defects in the articles. Licensee agreesthat it will obtain, at its own expense, product liability insurance from a recognized insurance company which has qualified to do business in, providing adequate protection(at least in the amount of) for Licensor (as well for L

32、icensee) againstanyclaims, suits,loss or damage arising out of any alleged defects in the articles. As proof of such insurance, a fully paid certificate of insurance naming Licensor as an insured party will be submitted to Licensor by Licensee for Licensor''s prior approval before any articl

33、e is distributed or sold, and at the latest within days after the date first written above; any proposed change in certificates of insurance shall be submitted to Licensor for its prior approval. Licensor shall be entitled toa copy of the then prevailing certificate of insurance, which shallbefurnis

34、hed Licensor by Licensee. As Used in the first 2 sentences of this paragraph6, 'Licensor' shall also include the officers, directors, agents, andemployees of the Licensor, or any of its subsidiaries oraffiliates, any person(s) the use of whosename may be licensed hereunder, the packageproduc

35、er and the cast of the radio and/or television program whose name may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees.7. Quality of MerchandiseLicensee

36、 agrees that the articles covered by this agreement shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Name and the good will pertaining thereto, that such articles

37、will be manufactured, sold and distributed inaccordance with all applicable Federal, State and local laws, and that thesame shall not reflect adversely upon the good name of Licensor or any ofits programs or the Name. To this end Licensee shall, before selling ordistributing any of the articles, fur

38、nish to Licensor free of cost , for its written approval, a reasonable number of samples of each article, its cartons, containers and packing and wrappin g material. The quality anstyle of such articles as well as of any carton, container or packing or wrapping material shall be subject to the appro

39、val of Licensor. Any item submitted to Licensor shall not be deemed approved unless and until the same shall be a proved by Licensor in writing. After samples have been approved pursuant to this paragraph, Licensee shall not depart there from in any material respect without Licensor''s prior

40、 written consent, andLicensor shall not withdraw its approval of the approved samples except on days'' priorwritten notice to Licensee. From time to time afterLicensee has commenced selling the articles and upon Licensor''s written request, Licensee shall furnish without cost to Lice

41、nsor not more than additional random samples of each article being manufactured and sold by Licensee hereunder, together with any cartons, containers and packing and wrapping material used in connection therewith.8. Labeling(a) Licensee agrees that it will cause to appear on or within each article s

42、old by it under this license and on or within all advertising, promotional or displaymaterial bearing the Name the notice 'Copyright(c) (year)' inconnection with Name properties (e) and (f) inRider, paragraph 1, and any other notice desired by Licensor and, where such article or advertising,

43、 promotional or display material bears a trademark or service mark, appropriate statutory notice of registration or application for registration thereof. In the event that any article is marketed in a carton, container and/or packing or wrapping material bearing the Name, such notice shall also appe

44、ar upon the said carton,container and/or packing or wrapping material. Each and every tag, label,imprint or other device containing any such notice and all advertising,promotional or display material bearing the Name shall be submitted byLicensor for its written approval prior to use by Licensee. Ap

45、proval byLicensor shall not constitute iver of Licensor''s rights or Licensee''sduties under any provision of this agreement.(b) Licensee agrees to cooperate fully and in good faith with Licensorfor the purpose of securing and preserving Licensor''s (or any grantor ofLicensor

46、''s) rights in and to the Name. In the event there has been noprevious registration of the Name and/or articles and/or any materialrelating thereto, Licensee shall, at Licensor''s request and expense,register such a copyright, trademark and/or service mark in theappropriate class in

47、the name of Licensor or, if Licensor so requests, inLicensee''s own name. However, it is agreed that nothing contained in thisagreement shall be construed as an assignment or grant to the Licensee of any right, title or interest in or to the Name, it being understood thatall rights relating

48、thereto are reserved by Licensor, except for thelicense hereunder to Licensee of the right to use and utilize the Nameonly as specifically and expressly provided in this agreement. Licensee hereby agrees that at the termination or expiration of this agreement Licensee will be deemed to have a signed

49、, transferred and conveyed to Licensor any rights, equities, good will, titles or other rights in and to the Namewhich may have been obtained by Licensee or which may have vested in Licensee in pursuance of any endeavors covered hereby, and that Licensee will execute any instruments requested by Lic

50、ensor to accomplish or confirm the foregoing. Any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this agreement.(c) Licensee hereby agrees that its every use of such name shall inure to the benefit of Licensor and that Lic

51、ensee shall not at any time acquire any rights insuch name by virtue of any use it may make of such name.9. Promotional Material(a) In all cases where Licensee desires artwork involving articles which are the subject of this license to be executed, the cost of such artwork and the time for the produ

52、ction thereof shall be borne by Licensee. All artwork and designs involving the Name, or any reproduction thereof, shall, notwithstanding their invention or use by Licensee, be and remain the property of Licensor and Licensor shall be entitled to use the same and to license the use of the same by ot

53、hers.(b) Licensor shall have the right, but shall not be under any obligation, to use the Nameand/or the name of Licensee so as to give the Name, Licensee, Licensor and/or Licensor''s programs full and favorable prominence and publicity. Licensor shall not be under any obligation whatsoever

54、to continue broadcasting any radio or television program or use the Name or any person, character, symbol, design or likeness or visual representation thereof in any radio or television program.(c) Licensee agrees not to offer for sale or advertise or publicize any of the articles licensed hereunder

55、 on radio or television without the prior written approval of Licensor, which approval Licensor may grant or withhold in its unfettered discretion.10. Distribution(a) Licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the article

56、s covered by this agreement and that it will make and maintain adequate arrangement for the distribution of the articles.(b) Licensee shall not, without prior written consent of Licensor,sell or distribute such articles to jobbers, wholesalers, distributors,retail stores or merchants whose sales or

57、distribution are or will be made for publicity or promotional tie-in purposes, combination sales, premiums,giveaways, or similar methods of merchandising, or whose business methods are questionable.(c) Licensee agrees to sell to Licensor such quantities of the articles at as low a rate and on as goo

58、d terms as Licensee sells similar quantities of the articles to the general trade.11. RecordsLicensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted, and Licensor and its dulyauthorized representatives shall have the right at all

59、 reasonable hours of the day to an examination of said books of account and records and of all other documents and materials in the possession or under the control of Licensee with respect to the subject matter and terms of this agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. Upon demand of Licensor,Licensee shall at its own expense furnish to Licensor a detailed statement by an independent certified public accountant showing the number,description, gross sales pr