Ask a lawyer:
Provide a template for a merchandising agreement
Table of Contents
Introduction
Definitions
Grant of License
Merchandise
Royalty Payments
Marketing and Promotion
Quality Control
Term and Termination
Confidentiality
Indemnification
Governing Law and Dispute Resolution
Notices
Entire Agreement
Severability
Waiver
Assignment
Force Majeure
Counterparts
Conclusion
Introduction
This template provides a general framework for a merchandising agreement between a licensor (the owner of intellectual property rights) and a licensee (a company that wants to use the intellectual property to produce and sell merchandise). It is important to note that this is a general template and may need to be modified to reflect the specific circumstances of each transaction. It is highly recommended to consult with an attorney to ensure that the agreement is tailored to your specific needs.
Definitions
"Agreement" means this Merchandising Agreement, including all exhibits and schedules attached hereto.
"Licensor" means [Name of Licensor], a [Type of Entity] organized and existing under the laws of [Jurisdiction].
"Licensee" means [Name of Licensee], a [Type of Entity] organized and existing under the laws of [Jurisdiction].
"Intellectual Property" means the trademarks, copyrights, patents, trade secrets, and other intellectual property rights owned or controlled by Licensor, as described in Exhibit A attached hereto.
"Merchandise" means the goods and products that Licensee is authorized to manufacture, distribute, and sell under this Agreement, as described in Exhibit B attached hereto.
"Royalty" means the payment due to Licensor by Licensee for the right to use the Intellectual Property, as set forth in Section 5 of this Agreement.
"Effective Date" means the date first written above.
3. Grant of License
3.1. License Grant: Licensor hereby grants to Licensee a non-exclusive, worldwide license to use the Intellectual Property to manufacture, distribute, and sell Merchandise.
3.2. Scope of License: The license granted hereunder is limited to the manufacture, distribution, and sale of Merchandise as described in Exhibit B attached hereto. Licensee shall not have the right to use the Intellectual Property for any other purpose without the prior written consent of Licensor.
3.3. Licensee's Obligations: Licensee shall use commercially reasonable efforts to manufacture, distribute, and sell Merchandise in accordance with the terms and conditions of this Agreement.
4. Merchandise
4.1. Merchandise Specifications: The Merchandise shall be manufactured and sold in accordance with the specifications set forth in Exhibit B attached hereto.
4.2. Quality Control: Licensee shall maintain quality control standards for the Merchandise that are consistent with industry standards and the specifications set forth in Exhibit B.
4.3. Approval of Merchandise: Licensee shall submit samples of the Merchandise to Licensor for approval prior to the commencement of mass production. Licensor shall have the right to approve or reject the samples in its sole discretion.
5. Royalty Payments
5.1. Royalty Rate: Licensee shall pay to Licensor a royalty of [Royalty Rate] for each unit of Merchandise sold.
5.2. Royalty Payment Schedule: Royalty payments shall be made to Licensor on a [Frequency] basis, within [Number] days of the end of each [Period].
5.3. Royalty Reporting: Licensee shall provide Licensor with a detailed report of all sales of Merchandise within [Number] days of the end of each [Period]. The report shall include, but not be limited to, the following information:
The number of units of Merchandise sold
The total revenue generated from the sale of Merchandise
The amount of royalties due to Licensor
6. Marketing and Promotion
6.1. Marketing Plan: Licensee shall develop and implement a marketing plan for the Merchandise that is consistent with the terms and conditions of this Agreement.
6.2. Marketing Materials: Licensee shall submit all marketing materials to Licensor for approval prior to use. Licensor shall have the right to approve or reject the marketing materials in its sole discretion.
6.3. Co-Branding: Licensee shall prominently display the Intellectual Property on all Merchandise and marketing materials.
7. Quality Control
7.1. Quality Standards: Licensee shall maintain quality control standards for the Merchandise that are consistent with industry standards and the specifications set forth in Exhibit B.
7.2. Inspection Rights: Licensor shall have the right to inspect the manufacturing facilities and processes of Licensee at any reasonable time and upon reasonable notice.
7.3. Remedies for Quality Defects: If Licensor determines that the Merchandise does not meet the quality standards set forth in this Agreement, Licensor shall have the right to require Licensee to:
Rectify the defects
Recall the defective Merchandise
Terminate this Agreement
8. Term and Termination
8.1. Term: This Agreement shall commence on the Effective Date and shall continue for a period of [Term] years, unless earlier terminated as provided herein.
8.2. Termination for Breach: This Agreement may be terminated by either party upon [Number] days' written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after receipt of written notice of such breach.
8.3. Termination for Convenience: This Agreement may be terminated by either party upon [Number] days' written notice to the other party for any reason or no reason.
8.4. Effect of Termination: Upon termination of this Agreement, Licensee shall immediately cease all use of the Intellectual Property and shall return to Licensor all copies of the Intellectual Property in its possession or control.
9. Confidentiality
9.1. Confidential Information: Licensee shall hold in confidence all confidential information of Licensor, including, but not limited to, the Intellectual Property, business plans, financial information, and customer lists.
9.2. Non-Disclosure: Licensee shall not disclose any confidential information of Licensor to any third party without the prior written consent of Licensor.
9.3. Protection of Confidential Information: Licensee shall take all reasonable steps to protect the confidentiality of Licensor's confidential information.
10. Indemnification
10.1. Indemnification by Licensee: Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
Any breach of this Agreement by Licensee
Any infringement or misappropriation of the Intellectual Property by Licensee
Any negligence or misconduct of Licensee in connection with the manufacture, distribution, or sale of Merchandise
11. Governing Law and Dispute Resolution
11.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.
11.2. Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Rules of the Kenya National Chamber of Commerce and Industry. The arbitration shall be conducted in [Location] and the language of the arbitration shall be English.
12. Notices
12.1. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:
If to Licensor: [Name of Licensor] [Address of Licensor] [Email Address of Licensor]
If to Licensee: [Name of Licensee] [Address of Licensee] [Email Address of Licensee]
13. Entire Agreement
13.1. Entire Agreement: This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
14. Severability
14.1. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.
15. Waiver
15.1. Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.
16. Assignment
16.1. Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
17. Force Majeure
17.1. Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, civil unrest, labor disputes, strikes, lockouts, governmental actions, and natural disasters.
18. Counterparts
18.1. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
19. Conclusion
This template provides a general framework for a merchandising agreement. It is important to note that this is a general template and may need to be modified to reflect the specific circumstances of each transaction. It is highly recommended to consult with an attorney to ensure that the agreement is tailored to your specific needs.
Answered by mwakili.com