License Agreement (Short Form) Legal Forms and Contracts

The following free license agreement outlines the parameters of a company granting a license in its trademarks to another company to produce merchandise. There is a full version of this agreement on this website. This agreement and contract is being provided as a sample and example for information and research purposes only, however it is a valid legal contract and agreement. Always consult an Attorney or Lawyer. This Agreement can apply in most states however is structured for Arizona. With modification this agreement could be used for California, New York, Florida, Nevada and others. Help improve this agreement by leaving a comment.

LICENSE AGREEMENT

This agreement (“Agreement”) is made as of the 2nd day of __________________, between ______________________., a __________________ corporation (hereinafter referred to as the "Licensor") and __________________, a __________________ Limited Liability Company (“__________________”) (hereinafter referred to as the "Licensee"). (_________ and __________________ are hereinafter collectively referred to as the “Parties”).

RECITALS

WHEREAS, Licensor has certain rights to the trademark of the names and likeness of a(n) image(s) to be created by Licensor and Licensee and approved by Licensor and incorporated fully herein, in addition to the trademarked names, pictures, photographs, images and words of ___________________________________ and any and all licenses owned by Licensor concerning Artists, sponsors, etc. and any permutations of the names and words listed above. (hereinafter collectively referred to as the "Trademarks");

WHEREAS, Licensor is seeking an exclusive supplier and distributor of event merchandise at ___________________________________ (the “Event”) bearing the Trademarks and designs approved by Licensor;

WHEREAS, Licensee will exclusively provide the development, sourcing, and on-site sale web based sale, if applicable, of Event merchandise; and

WHEREAS, the parties hereto desire that Licensor grant to Licensee an exclusive license to use the Trademarks in the design, manufacture, advertising and sale of "Products" (as hereinafter defined);

NOW, THEREFORE, in consideration of the mutual promises herein contained, it is mutually agreed as follows:

1. GRANT OF LICENSE.

a. Grant: Upon and subject to the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee, and Licensee hereby accepts the exclusive right, license and privilege of using the Trademarks in connection with the design, manufacture, advertisement, promotion, sales and distribution of Event merchandise and a retail clothing line and other products of specifically designated and approved articles of merchandise including but not limited to all aspects of event merchandise and a retail clothing line including but not limited to the following products: Jeanswear, jeans, jerseys, parkas; jackets; visors; cardigans; sweaters; pullovers; polo-neck jumpers; knitted articles of clothing and articles of clothing made from knitted materials; robes; bathing trunks; beachwear; vests; blazers; jumpers; underwear; brassieres; socks; tights; stockings; panties; bikinis; briefs; boxer shorts; undershirts; dresses; blouses; shirts; skirts; sleepwear; nightshirts; nightdresses; bath robes; scarves; ties; gloves; mittens, belts; aprons; sports clothing; footwear; headgear, namely hats and caps, wristbands, headbands, totebags and all other customary retail merchandise and clothing agreed to by Licensor and Licensee. (such articles of a retail clothing line bearing the Trademarks are hereinafter collectively referred to as the "Products") in the worldwide territory and throughout the universe (hereinafter called the "Territory"). Such right, license and privilege is hereinafter called the "License."

b. Term:

(i) The term of the License shall commence upon the execution of this agreement (hereinafter called "Commencement Date") and shall expire on March 30, 2005 (“Initial Term”), unless sooner terminated as provided under this Agreement.

(ii) Licensee and Licensor, by mutual agreement, may agree to extend this License on the same terms listed herein. Licensor grants Licensee the right of first refusal to become the exclusive retail provider upon the termination of this License. Therefore, Licensee will be permitted to make the first offer to Licensor and Licensee will be permitted to match all offers made to Licensee. If Licensee chooses to match any offer, then Licensee and Licensor will enter into an extended Agreement. Licensee may use all due diligence to ensure the veracity of each offer to Licensor.

2. COVENANTS OF LICENSEE. Subject to Licensor's prior approval as hereinafter required, Licensee shall commence the design, manufacture, sale and distribution of the Products as soon as practicable after the Commencement Date.

a. Advance Payment and Royalties:

(i) Earned Royalties: Licensee shall pay to Licensor or its nominee percentage royalties (hereinafter called "Earned Royalties") within five (5) days of the last day of each calendar month the amount equal to __________________ percent (__________________ %). Earned Royalties will be based on the net sales defined below. Licensor shall solely be entitled to Earned Royalties.

(ii) Interest: All sums including but not limited to Earned Royalties, that shall not be paid on the due date shall bear interest at an amount equal to the standard rate of interest at the time of delinquent payment.

b. Statements:

(i) Within five (5) days of the last day of each calendar month, Licensee shall furnish to Licensor or its nominee a complete and accurate financial statement and payment of the Earned Royalty.

(ii) As used in this Agreement, the term "net sales" means the gross sales earned by Licensee or credited to the account of Licensee for the Products less (w) venue charges, refunds, credits, charges from credit card companies, website costs and allowances actually made or allowed to customers for returned Products, (x) customary trade discounts (including anticipations) afforded to and actually taken by customers against payment for the Products, (y) value added tax (only where applicable) assessed on sales, and (z) and allocated overhead not exceeding __________________ dollars ($__________________) per Event as determined by Licensee including staffing and stocking each Event.

c. Product Quality: Licensee hereby warrants and agrees that, the Products manufactured, advertised, promoted, sold, distributed or otherwise disposed of under this Agreement shall bear faithfully produced Trademarks and shall meet the high standards of quality, workmanship, material, design, size, color and style established by Licensor and Licensee will not knowingly cause or authorize any Product not conforming to the conditions of this Agreement to be available for sale within the Territory as doing so may adversely affect Licensor's goodwill in the Trademarks. All Products made available for sale in the Territory shall conform to and comply with, in all respects, all governmental and jurisdictional laws, rules and regulations governing the design, quality or safety of such Products. Licensee shall not cause or authorize: the use of any substandard or offensive materials in or used in connection with the Products; in its actions under or related to this License, any violation of any governmental or jurisdictional law, rule or regulation, including but not limited to regulations imposing advertising standards or requiring trade or content description of Products; the use of the Trademarks or any other word, device or symbol associated in any way with Licensor, its subsidiaries and affiliates in connection with any product or activity that is not the subject of this License.

4. TITLE AND PROTECTION. Licensor represents and warrants that: it is the owner of the Trademarks; the Trademarks are valid; and the Trademarks are, to the best of its knowledge, free from any claim by third parties that would interfere with the rights granted to Licensee under this Agreement. Licensor shall indemnify, defend and hold Licensee, its agents, officers, directors and employees harmless against any claims or suits reduced to a final non-appealable judgment, provided prompt notice of which is given Licensor by Licensee, arising solely and directly out of the authorized use of the Trademarks on the Products by Licensee in the Territory. Licensor shall have the option to settle or to undertake and conduct the defense of any such claim or suit; but Licensee may undertake and conduct the defense of any such suit at Licensor's expense. If Licensor does not so notify Licensee, Licensee may through counsel of its own choice and at a recoupable expense participate in any such litigation, and in such event Licensee shall control over such defense and Licensee’s decisions shall govern and control.

5. RELATIONSHIP BETWEEN THE PARTIES.

a. No Joint Venture: Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and Licensee shall have no power to obligate or bind Licensor, its subsidiaries and affiliates in any manner whatsoever.

b. Assignment: Licensor, in entering into this Agreement and relying upon the skills, reputation and personnel, including the officers, directors and shareholders, of Licensee. Therefore Licensee, without the prior consent of Licensor may sell, transfer, lease, assign, mortgage or otherwise encumber this Agreement. If Licensee elects to sell, transfer, lease, assign, mortgage or otherwise encumber this Agreement and is paid an advance, Licensor shall not be entitled to any portion whatsoever of the advance provided by buyer, transferee, leasee, assignee, mortgagee or otherwise. Licensor shall be entitled to Earned Royalties from the sale of the produced merchandise pursuant to this Agreement.

6. SUBLICENSING. Licensee may, without the prior written approval of Licensor, enter into sublicense or subcontract Agreements, with respect to the manufacture, sale and distribution of the Products in the Territory. Licensor shall be entitled to Earned Royalties from the sale of the produced merchandise pursuant to this Agreement.

7. NOTICES. All notices, requests, consents, demands and other communications required or permitted by the terms of this Agreement shall be in writing and shall be sent to Licensee at the address specified below and to Licensor at the address specified below. All reports required or permitted by the terms of this Agreement shall be sent marked properly. All material requiring approval shall be sent to Licensor at :

If to Licensor:
__________________
__________________
__________________
__________________

If to Licensee:

__________________
__________________
__________________
__________________

or to such different or additional parties and addresses Licensor may hereafter designate from time to time. All notices and other material shall be sent postage prepaid, certified or registered mail, return receipt requested or by telex, email (including smart phone and blackberry communications) or facsimile, provided answer-back confirmation is requested and received. Notices and other material shall be deemed conclusively to have been served when actually received or refused by the addressee or upon notification of non-deliverability by the postal authorities, or upon receipt of answer-back confirmation in the case of telex, email or facsimile as the case may be.

8. DEFAULTS AND RIGHTS OF TERMINATION.

a. Defaults and Right to Cure: If Licensee or Licensor violates any of its obligations or warranties under the terms of this Agreement and fails to remedy such violations within thirty (30) days after receipt of notice from Licensee or Licensor of such violations, Licensee or Licensor shall have the right and option, but not the duty, to terminate this License upon ten (10) days' prior written notice to Licensee or Licensor. The termination of this License shall be without prejudice to any rights that Licensor may otherwise have against Licensee under this Agreement or under law.

b. Impossible Performance: Licensee and Licensor shall be released from their respective obligations under this Agreement and the License shall terminate, if governmental regulations or other causes arising out of a state of national emergency or war, or any other similar cause beyond the control of the parties hereto, shall render performance impossible. Either party shall so inform the other in writing of any such cause and of its desire to be released, and immediately thereafter the License shall terminate and all royalties on sales of the Products theretofore made shall become immediately due and payable.

9. SEVERABILITY. If any provision of this Agreement is unenforceable, for any reason, the remaining provisions shall nevertheless be of full force and effect.

10. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of __________________ (U.S.A.). Any dispute which arises under this Agreement shall be subject to the __________________ Superior Court. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys' fees.

11. TITLES. The titles to the sections, subsections or other headings in this Agreement are for reference purposes only and shall not define, limit or affect the meaning or interpretation of this Agreement.

12. ENTIRE AGREEMENT. This Agreement represents the entire understanding of the parties. None of the terms of this Agreement can be waived or modified except by an express Agreement in writing signed by the parties.

13. COUNTERPARTS. This Agreement may be executed in separate counterparts. Each of the separate counterparts shall be deemed an original, and said counterparts shall constitute but one and the same instrument. Signatures may be transmitted via facsimile, in which case a facsimile signature shall be deemed for all purposes to be an original signature.

14. SPECIAL TERMINATION. Licensee may terminate this Agreement at any time, and for any reason whatsoever, by providing thirty (30) days written notice to Licensor. Once terminated, all obligations under this Agreement shall immediately cease and become null and void and all payments to Licensor shall be payable within ten (10) days of the termination date. This Special Termination right shall carry through all future extensions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the day and year first above written.

__________________ __________________, LLC.
(LICENSOR) (LICENSEE)

______________________________ ______________________________
By /s/ __________________ By /s/ __________________