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Provide a template for a merchandising agreement
Merchandising Agreement Template
Table of Contents
Introduction
Definitions
Grant of Rights
Obligations of the Parties
Payment Terms
Intellectual Property Rights
Confidentiality
Term and Termination
Representations and Warranties
Indemnification
Limitation of Liability
Governing Law and Dispute Resolution
Miscellaneous Provisions
Signatures
1. Introduction
This Merchandising Agreement ("Agreement") is made and entered into as of [Date], by and between [Licensor's Full Name], a company organized and existing under the laws of [Country], with its principal place of business located at [Licensor's Address] ("Licensor"), and [Licensee's Full Name], a company organized and existing under the laws of [Country], with its principal place of business located at [Licensee's Address] ("Licensee").
2. Definitions
"Licensed Property": Refers to the intellectual property, including but not limited to trademarks, logos, and designs, owned by the Licensor and licensed to the Licensee under this Agreement.
"Products": Refers to the merchandise that incorporates the Licensed Property and is manufactured, distributed, and sold by the Licensee.
"Territory": Refers to the geographic area where the Licensee is authorized to sell the Products, as specified in Exhibit A.
"Term": Refers to the duration of this Agreement, as specified in Section 8.
3. Grant of Rights
The Licensor hereby grants to the Licensee a non-exclusive, non-transferable, and non-sublicensable right to use the Licensed Property on the Products within the Territory for the Term of this Agreement.
4. Obligations of the Parties
4.1 Licensor's Obligations
Provide the Licensee with the necessary artwork, logos, and other materials related to the Licensed Property.
Ensure that the Licensed Property does not infringe on any third-party rights.
4.2 Licensee's Obligations
Manufacture, distribute, and sell the Products in accordance with the terms of this Agreement.
Ensure that the quality of the Products meets the standards set by the Licensor.
Provide the Licensor with regular sales reports and other relevant information as specified in Exhibit B.
5. Payment Terms
The Licensee shall pay the Licensor a royalty fee of [Percentage]% of the net sales of the Products.
Payments shall be made on a quarterly basis, within [Number] days after the end of each quarter.
Late payments shall incur an interest charge of [Percentage]% per month.
6. Intellectual Property Rights
The Licensee acknowledges that the Licensor retains all rights, title, and interest in and to the Licensed Property.
The Licensee shall not use the Licensed Property in any manner not expressly authorized by this Agreement.
7. Confidentiality
Both parties agree to keep confidential any proprietary information disclosed during the Term of this Agreement.
This obligation shall survive the termination of this Agreement for a period of [Number] years.
8. Term and Termination
This Agreement shall commence on [Start Date] and shall continue for a period of [Number] years, unless terminated earlier in accordance with this Section.
Either party may terminate this Agreement upon [Number] days' written notice if the other party breaches any material term of this Agreement and fails to cure such breach within [Number] days after receiving notice of the breach.
9. Representations and Warranties
Each party represents and warrants that it has the full right and authority to enter into this Agreement and perform its obligations hereunder.
The Licensor represents and warrants that the Licensed Property does not infringe on any third-party rights.
10. Indemnification
The Licensee agrees to indemnify, defend, and hold harmless the Licensor from any claims, damages, or expenses arising out of the Licensee's use of the Licensed Property.
The Licensor agrees to indemnify, defend, and hold harmless the Licensee from any claims, damages, or expenses arising out of the Licensor's breach of its representations and warranties.
11. Limitation of Liability
Neither party shall be liable to the other for any indirect, incidental, or consequential damages arising out of or in connection with this Agreement.
12. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of [Country].
Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in [City, Country], in accordance with the rules of [Arbitration Organization].
13. Miscellaneous Provisions
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Merchandising Agreement as of the day and year first above written.
Licensor:
[Licensor's Full Name]
[Licensor's Title]
[Licensor's Company]
[Licensor's Signature]
[Date]
Licensee:
[Licensee's Full Name]
[Licensee's Title]
[Licensee's Company]
[Licensee's Signature]
[Date]
TLDR
This template provides a comprehensive structure for a Merchandising Agreement, covering key aspects such as the grant of rights, obligations of the parties, payment terms, intellectual property rights, confidentiality, term and termination, representations and warranties, indemnification, limitation of liability, governing law, and dispute resolution.
Conclusion
A well-drafted Merchandising Agreement is crucial for defining the relationship between the licensor and licensee, ensuring that both parties understand their rights and obligations. This template serves as a starting point and should be customized to fit the specific needs and circumstances of the parties involved. Always consult with a legal professional to ensure compliance with applicable laws and regulations.
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