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Merchandising Agreement Template

This Merchandising Agreement ("Agreement") is made and entered into as of [Date], by and between [Your Full Name], residing at [Your Address] ("Licensor"), and [Licensee Full Name], residing at [Licensee Address] ("Licensee").

WHEREAS, Licensor is the owner of certain intellectual property rights, including but not limited to trademarks, copyrights, and designs ("Intellectual Property"); and

WHEREAS, Licensee desires to use the Intellectual Property in connection with the manufacture, sale, and distribution of certain goods ("Merchandise");

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Grant of License

1.1. Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Intellectual Property in connection with the manufacture, sale, and distribution of the Merchandise in [Country].

1.2. The license granted hereunder is subject to the terms and conditions of this Agreement.

2. Merchandise

2.1. The Merchandise shall consist of [Describe the Merchandise].

2.2. Licensee shall not manufacture, sell, or distribute any Merchandise that is not approved by Licensor in writing.

3. Royalties

3.1. Licensee shall pay to Licensor a royalty of [Royalty Percentage]% of the net sales price of the Merchandise.

3.2. "Net sales price" shall mean the gross sales price of the Merchandise less returns, allowances, and discounts.

3.3. Licensee shall submit to Licensor a royalty report within [Number] days after the end of each [Time Period] (e.g., month, quarter, year).

3.4. Licensee shall pay to Licensor the royalties due within [Number] days after the submission of the royalty report.

4. Quality Control

4.1. Licensee shall manufacture the Merchandise in accordance with the specifications provided by Licensor.

4.2. Licensor shall have the right to inspect the Merchandise at any time and to reject any Merchandise that does not meet the specifications.

5. Marketing and Advertising

5.1. Licensee shall not use the Intellectual Property in any marketing or advertising materials without the prior written approval of Licensor.

5.2. Licensee shall provide Licensor with copies of all marketing and advertising materials that it intends to use.

6. Term and Termination

6.1. This Agreement shall be effective for a period of [Number] years from the date hereof ("Term").

6.2. This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

6.3. This Agreement may be terminated by Licensor immediately upon written notice to Licensee if Licensee:

Breaches any of the terms and conditions of this Agreement;
Becomes insolvent or bankrupt;
Ceases to operate its business; or
Fails to pay any royalties due to Licensor within [Number] days after the due date.

7. Intellectual Property Rights

7.1. Licensor retains all right, title, and interest in and to the Intellectual Property.

7.2. Licensee shall not make any changes to the Intellectual Property without the prior written consent of Licensor.

7.3. Licensee shall not use the Intellectual Property in any way that is likely to damage or dilute the reputation of the Intellectual Property.

8. Confidentiality

8.1. Licensee shall hold the Intellectual Property in confidence and shall not disclose it to any third party without the prior written consent of Licensor.

8.2. Licensee shall take all reasonable steps to protect the confidentiality of the Intellectual Property.

9. Indemnification

9.1. Licensee shall indemnify and hold harmless Licensor from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Any breach of this Agreement by Licensee;
Any claim by a third party that the use of the Intellectual Property by Licensee infringes upon the rights of such third party; or
Any negligence or misconduct of Licensee in connection with the manufacture, sale, or distribution of the Merchandise.

10. Governing Law

10.1. This Agreement shall be governed by and construed in accordance with the laws of [Country].

11. Dispute Resolution

11.1. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Rules of the [Arbitration Institution].

11.2. The arbitration shall be held in [City, Country].

11.3. The arbitration shall be conducted in the English language.

12. Entire Agreement

12.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

13. Severability

13.1. 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.

14. Notices

14.1. 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: [Your Full Name] [Your Address]

If to Licensee: [Licensee Full Name] [Licensee Address]

15. Waiver

15.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

16. Binding Effect

16.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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

Licensor:

[Your Signature]

[Your Printed Name]

Licensee:

[Licensee Signature]

[Licensee Printed Name]

Sources:

TLDR:

This is a sample merchandising agreement template that can be used by a licensor to grant a licensee the right to use the licensor's intellectual property in connection with the manufacture, sale, and distribution of certain goods. The agreement covers various aspects, including the grant of license, merchandise, royalties, quality control, marketing and advertising, term and termination, intellectual property rights, confidentiality, indemnification, governing law, dispute resolution, entire agreement, severability, notices, waiver, and binding effect.

Conclusion:

This Merchandising Agreement template provides a comprehensive framework for a licensing agreement between a licensor and a licensee. It is important to note that this is a sample template and may not be suitable for all situations. It is recommended that you consult with an attorney to ensure that the agreement is tailored to your specific needs.