Free Marketing Trademark and Licensing Fees Agreement

This Marketing Trademark and Licensing Fees Agreement ("Agreement") is entered into on [Date], between [Your Company Name], the Licensor, and [Licensee's Company Name], the Licensee. The purpose of this Agreement is to establish the terms and conditions under which the Licensor grants the Licensee the right to use its Trademark for marketing and commercial purposes.

Definitions

1. Trademark

   The term "Trademark" refers to all registered and unregistered trademarks, service marks, logos, or other identifying symbols owned by [Your Company Name].

2. Licensed Products

   The term "Licensed Products" refers to the products, services, or digital assets that will bear or use the Trademark.

3. Territory

   The term "Territory" refers to the geographical area where the Licensee is authorized to use the Trademark.

4. Effective Date

   The term "Effective Date" refers to the date on which this Agreement is executed by both parties.

Grant of License

1. Scope

   Licensor grants Licensee a non-exclusive, non-transferable, revocable license to use the Trademark within the Territory for the Licensed Products.

2. Restrictions

   Licensee shall not sublicense, sell, or transfer the Trademark to third parties without prior written consent from the Licensor.

3. Reservation of Rights

   All rights not expressly granted herein are reserved by the Licensor.

License Fees and Payment Terms

1. License Fees

   The Licensee agrees to pay a license fee as outlined in the table below:

2. Payment Terms

   Payments are due within [00] days of invoice issuance. Payments should be made via wire transfer to the bank account specified by the Licensor.

3. Late Fees

   A late fee of [0] % will be applied for payments received after the due date.

4. Taxes

   All applicable taxes are to be borne by the Licensee.

Intellectual Property Rights

1. Ownership

   The Trademark remains the sole property of [Your Company Name]. Licensee acknowledges that it shall not acquire any ownership rights by virtue of this Agreement.

2. Infringement

   Licensee shall promptly notify the Licensor of any infringement or unauthorized use of the Trademark and shall cooperate fully in any legal action taken by the Licensor to protect its Intellectual Property Rights.

3. Prosecution

   Licensor shall have the sole right, but not the obligation, to prosecute any infringement actions concerning the Trademark.

Quality Control

1. Standards

   Licensee shall adhere to the quality standards and guidelines provided by the Licensor for the Licensed Products.

2. Inspections

   Licensor reserves the right to inspect the facilities where the Licensed Products are manufactured or stored to ensure compliance with quality standards.

3. Reporting

   Licensee shall provide quarterly reports detailing quality control measures, sales, and inventory levels.

Term and Termination

1. Term

   This Agreement shall commence on the Effective Date and shall continue for a period of [00] months, unless terminated earlier in accordance with this section.

2. Termination

   Either party may terminate this Agreement with [00] days' written notice if the other party breaches any term of this Agreement and fails to cure such breach within said notice period.

3. Effects of Termination

   Upon termination, Licensee shall immediately cease all use of the Trademark and shall destroy or return all materials bearing the Trademark.

Confidentiality

1. Definition

   "Confidential Information" refers to any non-public information disclosed by either party during the term of this Agreement.

2. Obligations

   Both parties agree to maintain the confidentiality of all Confidential Information and to use it solely for the purposes of this Agreement.

3. Exceptions

   Confidential Information does not include information that is publicly available or independently developed by the receiving party.

Indemnification

1. Licensee Indemnity

   Licensee agrees to indemnify and hold harmless [Your Company Name] from any claims, losses, or damages arising out of Licensee's breach of this Agreement or unauthorized use of the Trademark.

2. Licensor Indemnity

   Licensor agrees to indemnify and hold harmless the Licensee from any claims, losses, or damages arising out of Licensor's breach of this Agreement.

Governing Law and Dispute Resolution

1. Governing Law

   This Agreement shall be governed by the laws of the United States.

2. Arbitration

   Any disputes arising out of this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

3. Venue

   The venue for arbitration shall be [City, State].

Miscellaneous

1. Amendments

   Any amendments to this Agreement must be in writing and signed by both parties.

2. Entire Agreement

   This Agreement, along with any Exhibits attached hereto, constitutes the entire understanding and agreement between the parties.

3. Waiver

   No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term.

4. Severability

   If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement shall continue in full force and effect.

Licensor Signature:

[Your Name]

Licensee Signature:

[Licensee's Name]

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