Free Gym Licensing Agreement

This Gym Licensing Agreement ("Agreement") is entered into as of [Date], between [Your Company Name], located at [Your Company Address] ("Licensor"), and [Licensee], located at [Address] ("Licensee").

WHEREAS, Licensor owns certain proprietary rights in and to various gym-related intellectual property, including but not limited to trademarks, logos, workout routines, and proprietary training methodologies (collectively, the "Licensed Property");

WHEREAS, Licensee desires to obtain a license to use the Licensed Property in connection with operating a gym facility (the "Purpose");

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I. Grant of License

A. Licensor grants Licensee an exclusive license to use the trademarks, logos, and proprietary workout routines (collectively, the "Licensed Property") owned by Licensor.

B. Licensee may use the Licensed Property solely for the operation of a gym facility located at [Address].

C. The license is limited to the Territory of [Territory] and is non-transferable without prior written consent from Licensor.

II. License Fees and Royalties

A. Licensee shall pay Licensor an initial license fee of $[Amount] upon execution of this Agreement.

B. Licensee agrees to pay royalties to Licensor amounting to 5% of gross revenues derived from the use of the Licensed Property, payable on a quarterly basis within 30 days following the end of each quarter.

C. In the event of late payment, Licensee shall pay interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

III. Use of Licensed Property

A. Licensee shall use the Licensed Property strictly in accordance with the guidelines and specifications provided by Licensor.

B. Licensee may use the Licensed Property solely for the purpose of operating a gym facility at [Address] and promoting associated services.

C. Licensee agrees to maintain the quality and integrity of the Licensed Property and shall not modify or alter the Licensed Property without prior written consent from Licensor.

IV. Term and Termination

A. This Agreement shall commence on [Effective Date] and continue for a period of 2 years thereafter unless terminated earlier as provided herein.

B. Either party may terminate this Agreement upon [number] days' written notice to the other party for material breach that remains uncured within [number] days of written notice thereof.

C. Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed Property and return all related materials to Licensor.

V. Intellectual Property Rights

A. Licensor retains all rights, title, and interest in and to the Licensed Property, including all associated trademarks, logos, and proprietary materials.

B. Licensee acknowledges that nothing in this Agreement grants Licensee any right, title, or interest in the Licensed Property except for the limited license expressly granted herein.

VI. Obligations of the Parties

A. Licensor's obligations

1. Provide Licensee with necessary support and guidance regarding the proper use of the Licensed Property during the Term of this Agreement.
   

2. Ensure that Licensee has access to updated versions of the Licensed Property, including any improvements or modifications thereto.
   

B. Licensee's obligations

1. Use the Licensed Property strictly in accordance with Licensor's guidelines and quality standards.
   

2. Maintain accurate records of all revenues generated from the use of the Licensed Property and provide quarterly reports to Licensor.

VII. Confidentiality

A. Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of this Agreement.

B. Confidential information includes, but is not limited to, business plans, financial information, customer lists, and trade secrets.

C. The obligations of confidentiality shall survive the termination or expiration of this Agreement.

VIII. Indemnification

A. Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any claims, damages, liabilities, costs, and expenses arising out of or related to Licensee's use of the Licensed Property.

B. Licensor agrees to promptly notify Licensee of any claim subject to indemnification under this Agreement.

IX. Governing Law

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

X. Dispute Resolution

A. Any dispute arising out of or relating to this Agreement shall be resolved through arbitration administered by [Arbitration Institution], in [City], [State/Country], in accordance with its rules.

B. The decision of the arbitrator(s) shall be final and binding upon both parties.

XI. Miscellaneous

A. Amendments: This Agreement may only be amended in writing signed by both parties.

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

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

D. Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.

Signatures

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

Licensor

[Name]

[Title]

[Date]

Licensee

[Name]

[Title]

[Date]

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