Trademark License Agreement

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Parties & Trademark›License Grant›Quality Control…

Parties & Trademark13 questions

1. What type of business entity is the company entering into this document?

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2. What is the full legal name of the trademark owner (Licensor)?

3. What type of legal person or entity is the Licensor?

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4. In what capacity is the Licensor granting this license?

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5. What is the Licensor's principal business address?

6. Are there co-owners, secured parties, franchisors, or other parties whose consent is required to grant this license?

7. What is the full legal name of the party receiving the trademark license (Licensee)?

8. What type of legal person or entity is the Licensee?

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9. What is the Licensee's principal business address?

10. What is the trademark (the exact word mark, phrase, logo name, or slogan being licensed)?

11. Which brand assets are licensed in addition to the named trademark?

12. What is the registration status of the licensed trademark(s)?

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13. What goods or services is the trademark registered for, and in which international class(es)?

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License Grant6 questions

14. What exclusivity applies to this license?

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15. For what specific goods or services is the Licensee permitted to use the trademark?

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16. Through which channels may the Licensee use and sell products or services bearing the mark?

17. What customer classes or market segments may the Licensee target?

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18. What is the geographic territory of the license?

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19. Who may receive sublicenses or downstream use rights from the Licensee?

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Quality Control13 questions

20. I understand that a trademark licensor must actually exercise quality control over the licensee's use of the mark - failure to do so creates a "naked license" that causes the trademark to be deemed abandoned under 15 U.S.C. § 1127

21. Will the Licensee be required to comply with a brand manual, style guide, trademark usage guidelines, or approved samples?

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22. Describe the quality standards the Licensee must meet when using the trademark.

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23. Which trademark symbols and ownership notices must the Licensee use?

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24. Must the Licensee obtain the Licensor's approval before offering goods or services under the trademark?

25. Must the Licensee obtain Licensor approval before making material changes to approved goods, services, packaging, advertising, suppliers, or channels?

26. Will third-party manufacturers, fulfillment providers, distributors, or vendors produce or distribute goods or services under the mark?

27. What monitoring and inspection rights does the Licensor have?

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28. What laws, industry standards, safety certifications, or labeling requirements must licensed goods or services meet?

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29. Must the Licensee report customer complaints, product defects, regulatory inquiries, adverse events, recalls, or safety issues to the Licensor?

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30. What corrective actions may the Licensor require for quality failures or unauthorized uses?

31. Must the Licensor approve advertising, promotional materials, press releases, or public announcements before they are published?

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32. What cure and termination rights apply to quality-control failures?

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Trademark Protection5 questions

33. Should all goodwill arising from the Licensee's use of the mark inure solely to the Licensor?

34. What restrictions apply to the Licensee's registration and use of similar marks?

35. Must the Licensee notify the Licensor of suspected infringement, counterfeiting, misuse, or third-party claims involving the mark?

36. Who controls enforcement against infringers or counterfeiters, and how are costs and recoveries handled?

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37. Will the license be recorded with the USPTO or any foreign trademark registry, and who handles the filing and costs?

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Royalties & Payment2 questions

38. What is the royalty or compensation structure?

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39. Are there minimum royalties, performance milestones, launch deadlines, or sales targets required?

Reporting & Audits3 questions

40. What must each royalty or usage report include?

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41. How long must the Licensee maintain records supporting royalty reports, quality compliance, inventory, and sublicensing?

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42. Does the Licensor have the right to audit the Licensee's books to verify royalties and quality compliance?

Term & Termination8 questions

43. What is the initial term of the license?

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44. Does the Licensee have renewal rights at the end of the initial term?

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45. May either party terminate the agreement for convenience (without cause)?

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46. What notice and cure periods apply to breach-based termination?

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47. Following termination or expiration, how long does the Licensee have to sell off existing inventory bearing the trademark?

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48. After termination or expiration, what steps must the Licensee take to remove the mark from its goods, packaging, digital presence, and physical materials?

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49. What inventory controls apply during the term and after termination or expiration?

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50. Which obligations survive expiration or termination of the agreement?

Representations & Warranties5 questions

51. Which Licensor representations and warranties should the agreement include?

52. Should the agreement prohibit the Licensee from challenging the validity, ownership, or registration of the trademark?

53. What indemnification obligations should each party provide?

54. Should either party's liability under this agreement be capped, and what carveouts should apply?

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55. What insurance must the Licensee maintain during the term?

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Dispute Resolution6 questions

56. Which state's law will govern this agreement?

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57. Where must lawsuits or arbitration proceedings be filed or seated?

58. How will disputes be resolved?

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59. Should either party be entitled to seek emergency injunctive relief in court for unauthorized mark use, quality failures, infringement, or confidentiality breach?

60. Should the prevailing party in a dispute be entitled to recover attorneys' fees?

61. What methods are permitted for formal notices under the agreement?

General Provisions4 questions

62. May either party assign or transfer the agreement, and under what conditions?

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63. Does a change of control of the Licensee require consent or trigger automatic termination?

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64. Should the agreement protect confidential business terms, brand guidelines, unreleased products, and quality materials?

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65. How may the agreement be signed and delivered?

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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