Trademark License Agreement

TRADEMARK LICENSE AGREEMENT
This Agreement is made this __________ day of _______________, _____________ by

and between _____________________________________ (hereinafter also referred to as
“Licensor”) and ________________________________________________ (hereinafter also
referred to as “Licensee”).
WITNESSETH
Whereas, the Licensor is the owner of all rights, title and interest in the trademark
___________________________________ (hereinafter also referred to as the “Trademark”) for
__________________________ products, including any registrations which may exist therefor;
Whereas, the Licensee desires to use the Trademark on or in connection with

_________________________ (hereinafter also referred to as the “Licensed Products”);
Whereas, the Licensor is willing to grant the Licensee the right to use the Trademark on
or in connection with the Licensed Products.
Now, therefore, in consideration of the mutual promises, covenants and conditions

contained herein, it is hereby agreed as follows:
1. OWNERSHIP OF RIGHTS
Licensor is the sole and exclusive owner of all rights, title and interest in and to the
Trademark and, with the exception of the rights being licensed hereunder, all other rights relating
thereto are expressly reserved by the Licensor.
2. LICENSE GRANT
Licensor hereby grants to the Licensee an exclusive license to use the Trademark on or in
association with the Licensed Products as well as in associated promotional, advertising and
packaging material therefor.
3. TERM
This Agreement shall commence and be effective upon ____________________, after

execution of this Agreement by both parties (hereinafter also referred to as the “Effective Date”)
and shall run for a period of five (5) years thereafter (hereinafter also referred to as the “Term”).
4. ROYALTY
(a) Licensee agrees to pay Licenser a royalty of _______ percent (__%) based on the Net
Sales Price of Licensed Products.
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(b) “Net Sales Price” shall mean gross sales price less discounts, returns, commission,
collectable accounts, taxes, insurance and shipping charges.
(c) Licensee shall, within thirty (30) days after the end of each calendar quarter
(hereinafter also referred to as the “Royalty Period”), provide the Licensor with a complete and
accurate statement of sales of the Licensed Products with accompanying payment for any earned
royalty.
5. QUALITY CONTROL AND GOOD WILL
(a) The quality of the Licensed Products, as well as the manner and style in which the
Trademark is used by Licensee, shall be at least as high as the quality maintained in the
publishing industry for similar products.
(b) In the event that the above-stated quality standards are net met and maintained,
Licensor has the right to require Licensee to immediately cease use of the Trademark on or in
connection with the Licensed Products.
(c) Licensee agrees that its use of the Trademark inures solely to the benefit of the
Licensor and that the licensee shall not acquire any rights in the Trademark.
6. APPLICABLE LAW AND DISPUTES
The validity, performance, construction and effect of this Agreement shall be governed
by the substantive and procedural law of the State of Rhode Island.
7. JURISDICTION AND VENUE
Licensor and Licensee consent to the exclusive jurisdiction and venue of the courts of the
State of Rhode Island and the Federal Courts located in the State of Rhode Island.
8. REMEDIES AND INDEMNIFICATION
(a) Any breach or threatened breach by Licensee of the covenants and provisions set forth
in this Agreement shall be deemed to cause irreparable injury to Licensor. In addition to any
other remedies that may be available to Licensor, in law, in equity or otherwise, Licensor shall
be entitled a) to obtain injunctive relief against the threatened breach of this Agreement or the
continuation of a breach of this Agreement by Licensee and b) to be indemnified by Licensee
from any loss or harm arising out of or in connection with any breach or enforcement of
Licensee’s obligations under this Agreement, including, but not limited to, reasonable attorney’s
fees and costs.
(b) Licensor hereby agrees to defend, indemnify and hold the Licensee harmless against
any claims, demands, causes of action and judgments arising out of claims made by any third
party with respect to the Licensee's right to use the Trademark on the Licensed Products.
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9. AMENDMENT
No amendment, modification, extension or termination of this Agreement or any of its

provisions shall be binding against the party whom enforcement of such amendment,
modification, extension or termination is sought, unless it is made in writing and signed by or on
behalf of each party.
10. WAIVER
Failure to enforce any provision of this Agreement by a party shall not constitute a
waiver of any term hereof by said party. The waiver of a breach hereunder may be effected only
by a writing signed by the waiving party.
11. INTEGRATION
This Agreement represents the entire understanding between Licensor and Licensee and
supercedes all other agreements, express or implied, between them, respecting its subject matter.
Any representation, promise or condition in connection with said subject matter that is not
incorporated into this Agreement, shall not be binding upon Licensor or Licensee.
12. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable under applicable

law, this Agreement shall be considered divisible as to said provision and the remainder of this
Agreement shall be deemed valid and binding as though said provision were not included in this
Agreement, which shall be enforceable and interpreted in accordance with its remaining terms.
LICENSOR
____________________________________
LICENSEE
_____________________________________

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TRADEMARK LICENSE AGREEMENT

This Agreement is made this __ day of _, _______ by

Whereas, the Licensee desires to use the Trademark on or in connection with

Now, therefore, in consideration of the mutual promises, covenants and conditions

This Agreement shall commence and be effective upon ____________________, after

5. QUALITY CONTROL AND GOOD WILL

6. APPLICABLE LAW AND DISPUTES

7. JURISDICTION AND VENUE

8. REMEDIES AND INDEMNIFICATION

No amendment, modification, extension or termination of this Agreement or any of its

If any provision of this Agreement is held to be invalid or unenforceable under applicable

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