Free Spa Licensing Agreement

This Spa Licensing Agreement ("Agreement") is made and entered into on this [Date], by and between [Your Company Name], a company incorporated under the laws of [State/Country], with its principal place of business at [Your Company Address] ("Licensor"), and [Licensee Company Name], a company incorporated under the laws of [State/Country], with its principal place of business at [Licensee Address] ("Licensee").

1. Grant of License

1.1 License

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, and non-sublicensable license to use the Licensor's spa brand, trademarks, logos, service marks, and other intellectual property ("Licensed Marks") solely in connection with the operation and promotion of the licensed spa location(s) at [Licensed Location(s)].

1.2 Territory

The license granted herein is limited to the geographic area of [Territory]. Licensee agrees not to use the Licensed Marks outside the designated Territory without the prior written consent of the Licensor.

2. Term

2.1 Initial Term

This Agreement shall commence on [Start Date] and continue for a period of [Initial Term Length] years unless terminated earlier in accordance with the provisions of this Agreement.

2.2 Renewal

Upon expiration of the Initial Term, this Agreement may be renewed for additional successive terms of [Renewal Term Length] years each, subject to mutual agreement by both parties and compliance with the terms and conditions of this Agreement.

3. License Fees and Payments

3.1 Initial License Fee

The licensee agrees to pay the Licensor an initial license fee of [Amount], payable upon the execution of this Agreement.

3.2 Royalty Payments

Licensee agrees to pay Licensor a royalty fee of [Percentage]% of the gross revenues generated from the licensed spa operations, payable on a monthly basis. Royalty payments shall be due within [Number] days following the end of each calendar month.

4. Brand Standards and Quality Control

4.1 Brand Standards

Licensee agrees to operate the licensed spa in accordance with the Licensor's brand standards, policies, and procedures, as set forth in the Brand Standards Manual, which may be updated from time to time. Licensee shall maintain the quality and reputation of the Licensed Marks.

4.2 Quality Control

The licensor shall have the right to conduct regular inspections of the licensed spa to ensure compliance with the brand standards and the terms of this Agreement. The licensee agrees to promptly address any deficiencies identified by the Licensor during such inspections.

5. Marketing and Promotion

5.1 Marketing Support

The licensor agrees to provide marketing support and promotional materials to the Licensee, including digital assets, print materials, and advertising templates. Licensee shall use the provided materials in accordance with the Licensor's guidelines.

5.2 Local Advertising

The licensee agrees to spend a minimum of [Percentage]% of its monthly gross revenues on local advertising and promotional activities to promote the licensed spa. Licensee shall submit quarterly reports detailing its marketing expenditures to Licensor.

6. Intellectual Property

6.1 Ownership

Licensee acknowledges that Licensor is the sole and exclusive owner of the Licensed Marks and all associated goodwill. Licensee shall not contest or challenge the Licensor's ownership or the validity of the Licensed Marks.

6.2 Use of Marks

Licensee agrees to use the Licensed Marks solely in connection with the operation and promotion of the licensed spa. Any unauthorized use of the Licensed Marks by the Licensee shall be deemed a material breach of this Agreement.

7. Confidentiality

7.1 Confidential Information

Licensee agrees to maintain the confidentiality of all proprietary information, trade secrets, and other confidential information disclosed by Licensor during the term of this Agreement. This obligation shall survive the termination of this Agreement.

7.2 Non-Disclosure

Licensee shall not disclose any confidential information to any third party without the prior written consent of the Licensor, except as required by law.

8. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of this Agreement, or any act or omission by the indemnifying party, its employees, agents, or subcontractors.

9. Termination

9.1 Termination for Cause

Either party may terminate this Agreement immediately upon written notice to the other party in the event of a material breach of this Agreement by the other party that is not cured within thirty (30) days of receiving written notice of such breach.

9.2 Termination Without Cause

Either party may terminate this Agreement without cause upon ninety (90) days written notice to the other party.

10. Effect of Termination

10.1 Cessation of Use

Upon termination or expiration of this Agreement, the Licensee shall immediately cease all use of the Licensed Marks and return or destroy all promotional materials, signage, and other items bearing the Licensed Marks.

10.2 Final Accounting

Licensee shall provide Licensor with a final accounting of all gross revenues generated up to the date of termination and pay any outstanding royalty fees within thirty (30) days of termination.

11. Miscellaneous

11.1 Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.

11.2 Amendment

This Agreement may only be amended or modified by a written agreement signed by both parties.

11.3 Severability

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

11.4 Waiver

The waiver by either party of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default.

11.5 Assignment

Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party.

11.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflict of law principles.

12. Notices

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, mailed by certified mail (return receipt requested), or sent by a nationally recognized overnight courier service to the addresses specified above. Notices shall be deemed to have been given when received.

IN WITNESS WHEREOF, the parties have executed this Spa Licensing Agreement as of the date first written above.

[Your Company Name]

[Authorized Representative Name]

[Job Title]

[Licensee Company Name]

[Authorized Representative Name]

[Job Title]

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