英文國際商標許可合同實例

TRADEMARK LICENSING CONTRACT

Signing Date:________________.

Signing Place:________________.

Contract NO.:________________.

This Contract is made between________Company________Country, (hereinafter referred to as "Licensee", and________Company________Country, (hereinafter referred to as "Licensor").

Whereas Licensor owns certain valuable registered trademarks;

Whereas Licensee hopes to utilize the trademark upon and in connection with the manufacture, sale and distribution of the Contract Products; Representatives authorized by both Parties, through friendly negotiation, agree to enter into this Contract under the terms as stipulated below.

Section 1 Definitions

1.1 "Registered Trade" means the trademark which has been described in the Contract and has been registered by China Trademark Office in________.The registered number is________.

1.2 "Licensor" means________Company________Country, or the legal representative, or agency or the property successor of the Company.

1.3 "Licensee" means China________, or the legal representative, or agency or the property successor of the Corporation.

1.4 "The Contract Product" means the products stipulated in Appendix 2 to the Contract.

1.5 "Net Selling Price" means the remaining sum after the selling commercial invoice price deducts the packing expense, transportation expense, insurance premium, commissions, commercial discounts, taxes and expense for bought out elements and parts, etc.

1.6 "The Date of Effectiveness of the Contract" means the date of signing this Contract by both parties.

Section 2 Scope of the Contract

2.1 Upon the terms and conditions hereinafter set forth, Licensee agrees to obtain from Licensor, and Licensor agrees to grant Licensee the right to utilize the Registered Trademark solely and only upon and in connection with the manufacture, sale and distribution of the Contract Products. The name, model, specification and technical notices of the Contract Products are detailed in Appendix 2 to the Contract. The license and right are exclusive and untransferable. Licensor agrees that during the validity of this Contract, it will not authorize a third party to utilize the Registered Trademark upon and in connection with the manufacture, sale and distribution of the Contract Products in the same area specified in this Contract.

2.2 The license hereby granted extends only to________. Licensee agrees that it will not make, or authorize, any use, direct or indirect, of the Registered Trademark in any other area, and that it will not knowingly sell the Contract Products covered by this Contract to persons who intend or are likely to resell them in any other area.

2.3 Licensor is responsible for providing Licensee with the documents related to the Registered Trademark, including the word, design, application for registration and registered number, etc., the specific documentation is detailed in Appendix 1 to the Contract.

2.4 Licensee agrees that it will cause to appear on or within each Contract Product sold by it under this Contract and on or within all advertising, promotion or display material bearing the Registered Trademark, notice copyright________(company)________(year) and any other notice desired by Licensor.

Section 3 Price of the Contract

3.1 Price of the Contract shall be calculated on Royalty in accordance with the content and scope stipulated in Section 2 to the Contract and currency shall be in US dollars.

3.2 Royalty under the Contract shall be paid from the________month after the date of Effectiveness of the Contract in terms of Calendar Year. The date of settling accounts shall be December 31 of each year.

3.3 Royalty at the rate of________% (say________percent) shall be calculated in terms of net selling price after the Contract Products are sold in this year.

3.4 Licensee shall provide Licensor with accurate written report within________days from the date of settling accounts, specifying the selling quantity, net selling amount of the Contract Products and Royalty which should be paid last year. The specific methods for calculating net selling amount and Royalty are detailed in Appendix 3 to the Contract. If Licensor find any mistakes or inconsistencies in the report, Licensor should notify Licensee within 10 days from the date receiving the report. Such mistakes or inconsistencies should be rectified immediately by Licensee.

3.5 Licensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted. If Licensor demands to audit the accounts of Licensee, it shall notice Licensee within 10 days after receiving the written report of Licensee in accordance with Section 3.4 of the Contract. The specific content and procedure of auditing accounts are detailed in Appendix 4 to the Contract.

Section 4 Condition of Payment

4.1 Royalty stipulated in Section 3 to the Contract shall be effected by Licensee to Licensor through the Bank________(the business Bank of Licensee) and the Bank________(the business Bank of Licensor). The payment shall be settled in US dollars.

4.2 Licensor shall immediately issue the related documents after receiving the written report submitted by Licensee in accordance with Section 3.4 of the Contract. The royalty shall be paid by Licensee to Licensor within 30 days after Licensee has received the following documents which are provided by Licensor and found them in conformity with the stipulations of the Contract:

A: Four copies of the statement on calculation of the royalty;

B: Four copies of the commercial invoice;

C: Two copies of the sight draft.

4.3 Licensee shall have the right to deduct from any of the above mentioned payment the penalties and/or compensation which Licensor shall pay to Licensee in accordance with the stipulations of the Contract.

Section 5 Delivery of the Documents

5.1 The name, content and related situation which Licensor applied for the registration from China Trademark Office shall be provided by Licensor to Licensee in accordance with stipulations in Appendix 2 to the Contract.

5.2 The documents stipulated in Section 5.1 to the Contract shall be provided by Licensor to Licensee while the Contract is signing.

Section 6 Quality of Contract Products

6.1 Licensee agrees that the Contract Products covered by this Contract shall be of high standard and of such style, appearance and quality as to be adequate and situated to their exploitation to the best advantage and to the protection and enhancement of the Trademark and good will pertaining thereto. The quality of the Contract Products should be up to the standard specified in Appendix 2 to the Contract, and will be in accordance with all laws where the Contract Products are manufactured, sold and distributed. The manufacture, sale and distribution of the Contract Products shall not reflect adversely upon the good name of Licensor or any of its program or the Registered Trademark.

6.2 For the end mentioned in Section 6.1 of the Contract, Licensee shall, before selling or distributing any of the Contract Products, furnish to Licensor free of cost, for its written approval, a reasonable number of samples of each Contract Product, its cartons, containers and packing and wrapping material. The quality and style of the Contract Products as well as of any carton, container or packing and wrapping material shall be subject to the approval of Licensor. Any item submitted to Licensor shall not be deemed approved unless and until the samples are approved by Licensor in writing. After samples have been approved pursuant to this paragraph, Licensee shall not depart therefrom in any material respect without Licensor's prior written consent, and Licensor shall not withdraw its approval of the approved samples except on________days prior notice to Licensee.

6.3 From time to time after Licensee has commenced selling the Contract Products and upon Licensor's request, Licensee shall furnish without cost to Licensor 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.

Section 7 Infringements and Guarantees

7.1 Licensor guarantees that Licensor is the legitimate owner of the Registered________Trademark under the Contract, and that Licensor is lawful in a position to authorize Licensee to utilize the Registered Trademark upon or in connection with manufacture, sale and distribution of the Contract Products. In the course of implementation of the Contract, if any third party accuses Licensee of infringement, Licensor shall be responsible for approaching the third party about the accusation and bear all the economic and legal responsibilities which may arise.

7.2 Licensee hereby undertakes to defend Licensee and/or Licensor against and hold Licensor harmless from any claims, suit, 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 Contract or any other alleged action by Licensee and also from any claims, suits, loss and damage arising out of alleged defects in the articles.

7.3 Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor's rights to the Registered Trademark, and shall notify Licensor in writing of any infringement or imitations by others in the Registered Trademark on articles the same as or similar to those covered by this Contract which may come to Licensee's attention. Both parties have the right to determine to prosecute any claims or suits in its own name or in the name of Licensee and Licensor join together against such behavior.

Section 8 Promotion Material

8.1 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 production thereof shall be borne by Licensee. All artwork and designs involving the Registered Trademark, or any reproduction thereof, shall be owned by Licensee. If Licensor requires or authorizes the other party to utilize the artwork and design, it should pay reasonable fees to Licensee. When the time comes, both parties will sign the new contract through friendly consultation.

8.2 Licensee agrees not to offer for sale or advertise or publicize any of the Contract Products licensed hereunder on radio or television without the prior written approval of Licensor, which approval Licensor may grant of withhold in its unfettered discretion.

Section 9 Distribution

9.1 Licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the Contract Products covered by this Contract and that it will make and maintain adequate arrangement for the distribution of the Contract Products.

9.2 Licensee shall not, without prior written consent of Licensor, sell or distribute Contract Products to jobbers, wholesalers, distributors, retail stores or merchants whose sales or 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.

Section 10 Bankruptcy and Violation

10.1 If Licensee shall not have commenced in good faith to manufacture and distribute in substantial quantities all the Contract Products listed in Appendix 2 to the Contract within________months after the date of the effectiveness of this Contract, Licensor have the right to terminate the Contract.

10.2 If Licensee files a petition in bankruptcy or is adjudicated a bankruptcy or if a petition in bankruptcy is filed against Licensee or if it becomes insolvent, or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if Licensee discontinues its business or if a receiver is appointed for it or its business, the license hereby granted shall automatically terminate forthwith without any notice whatsoever being necessary.

10.3 If one of the parties to this Contract violate its obligations under the terms of this Contract, the other one shall has the right to terminate the Contract upon________days notice in advance, and such notice of termination shall become effective unless the break promiser shall completely remedy the violation within the________day period.

Section 11 Final Statement

11.1________days before the expiration of this Contract and in the event of its termination,________days after receipt of notice of termination or the happening of the event which terminates this Contract where no notice is required, a statement showing number and description of Contract Products covered by this Contract on hand or in process shall be furnished by Licensee to Licensor.

11.2 Licensor shall have the right to take a physical inventory to ascertain or verify such inventory and statement, and refusal by Licensee to submit to such physical inventory by Licensor shall forfeit Licensee's right to dispose of such inventory.

Section 12 Disposal of Inventory

12.1 After termination of the Contract under the provisions of Section 10, Licensee, except as otherwise provided in this Contract, may dispose of the Contract Products covered by the Contract which are on hand or in process at the time notice of termination is received for a period of________days after notice of termination, provided Royalties with respect to that period are paid and the reports are furnished for that period in accordance with Section 3.

12.2 Licensee shall not manufacture, sell or dispose of any Contract Products covered by this Contract after its expiration or its termination based on departure by Licensee from the quality and style approved by Licensor.

Section 13 Taxes and Duties

13.1 All the taxes and duties in connection with and in the execution of the Contract to be levied on Licensee by the Government of the People's Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensee.

13.2 All the taxes and duties in connection with and in the execution of the Contract to be levied on Licensor by the Government of the People's Republic of China in accordance with the Chinese Tax Laws in effect shall be paid by Licensor.

Section 14 Force Majeure

14.1 If either of the parties is prevented from execution the Contract by such cases of force majeure as war, serious flood, fire, typhoon and earthquake or other cases which are agreed upon by both parties as cases of force majeure, the time for performance of the Contract shall be extended by a period equivalent to the effect of such cases.

14.2 The effected party shall notify the other party of the cases of force majeure occurred by Fax as soon as possible and shall send by registered airmail, within 14 (fourteen) days thereafter, a certificate issued by the authorities or departments concerned to the other party for confirmation.

14.3 Should the effect of the force majeure cases last for more than 120 (one hundred and twenty) days, both parties shall settle the problem of further execution of the Contract through friendly consultations as soon as possible.

Section 15 Dispute Settlements

15.1 All disputes in connection with or in the execution of the Contract shall be settled through friendly consultation by both parties.

15.2 In case no settlement to disputes can be reached through friendly consultation by both parties, the disputes shall be submitted to China International Economic and Trade Arbitration Commission, Shenzhen Commission for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

15.3 The arbitration fee shall be borne by the losing party.

15.4 In the course of settling disputes, the Contract shall be continuously executed by both parties except for the part which is under arbitration.

Section 16 Effectiveness of the Contract and Miscellaneous

16.1 The Contract is signed by the authorized representatives of both parties on________, and comes into force immediately after the date of signing.

16.2 The Contract shall be valid for a period of________years from the date of the effectiveness of the Contract. The Contract shall become null and void automatically after the expiration of the said period.

16.3 After the Contract has expired, except as provided in Section 12, Licensee will refrain from further use of the Registered Trademark in connection with the manufacture, sale and distribution of Licensee's product, and Licensor shall be free to license others to use the Registered Trademark in connection with the manufacture, sale and distribution of the Contract Products covered hereby.

16.4 In the course of implementation of the Contract, all the alterations, amendments, supplements and subtractions to the Contract have been agreed upon and signed in written documents through consultation by both parties. They are integral parts of the Contract and have same legal force and effect as in the Contract.

16.5 After the date of the expiry of the validity period of the Contract, all those creditor's rights and debts which have not been fulfilled by either of the Parties shall still be fulfilled by both parties without any influence of the expiry of validity period of the Contract.

16.6 The Contract consists of Section 1 to Section 16 and Appendix 1 to Appendix 4, the text of the Contract and annexes are integral parts of the Contract and have same legal force and effect.

16.7 The Contract is made out in English in four originals, two for each party. Within the validity period of the Contract, the communication between both parties shall be made in English; the formal notice shall be made in written form in two copies, sending by registered airmail. The legal addresses of both parties of the Contract are as follows:

Licensee:________________.

Address:________________.

Tel:________________.

Fax:________________.

Authorized representative of Licensee________________.

Licensor:________________.

Address:________________.

Tel:________________.

Fax:________________.

Authorized representative of Licensor________________