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Back to Forms for 'Trademarks'.


LICENSE-USE OF TRADEMARK-SECRET FORMULA

LICENSE-USE OF TRADEMARK-SECRET FORMULA

 

 

This agreement is made on __________ (Date), between ______________________ (Company), a corporation existing and organized according to the laws of the State of ________, with its headquarters located at ____________________________________ __________________________________ (Address), here referred to as licensor, and _____________________________ (Company), a corporation existing and organized under the laws of the State of __________________, with its headquarters located at _____________________________________________________ (Address), here referred to as licensee.  

 

RECITALS

 

The licensor is in the business of producing and selling a preparation known as _______________________, and sold under the trademark ___________________ (Trademark). 

 

The preparation called ____________________ (Trademark) is manufactured by a secret process and formula owned by _____________________, and lawfully known only to licensor. 

 

The licensor wishes to increase distribution and sales of ______________ (Trademark).  The manufacturer would like to be relieved of the promotion, distribution and sale of the above-mentioned product, which the licensee is willing to perform.  

 

Both parties agree to the following terms and conditions:

PART I. 

DISCLOSURE OF SECRETS 

The licensor agrees to disclose the secret method, formula and know-how to the manufacture of _____________________________ (Trademark) to licensee so that licensee can manufacture ____________________________________ (Trademark).  

 

PART II.

EXCLUSIVE RIGHTS 

 

The licensor gives permission to the licensee to have the exclusive right to manufacture and sell ____________________ (Trademark) throughout _______________ (Region) in accordance with the secret method, formula and know-how.

 

PART III. 

ASSIGNMENT OF TRADEMARK 

 

A.  The licensor will assign and transfer the right, title and interest to the trademark ____________________ (trademark) and the goodwill connected with the trademark.  

 

B.  The licensee agrees that on the termination of this agreement, all trademark rights and goodwill revert back to the licensor.  The licensee further agrees that they will advertise and sell _______________________ (trademark preparation) only under the trademark ___________________________ (trademark) and they will prominently display the trademark in a container that is suitable for sale. 

 

PART IV. 

CUSTOMERS 

 

The licensor  promises to supply the licensee with a file of all of their customers for _______________________ (Trademark) and all clinical reports and data that is useful in the sale of ____________________________ (Trademark).  Upon termination of this agreement, licensee will promptly provide the licensor with the same data current up to the date of termination.

 

PART V. 

LICENSE FEE 

 

A.  The licensee will pay a license fee of _________ percent of the net selling price of each container of _____________________________________ (Trademark) or not less than __________ cents per container, whichever shall be greater.  

 

B.  The license fee will be based on the total net dollar sales and the total net number of containers shipped.  

 

C.  If _________________ (Trademark) is sold in any other form or size than the present container size, the license fee shall be negotiated to provide a license fee equivalent to that which it would receive if it were sold in the present size container.  

 

PART VI.  

ACCOUNTS 

 

The licensee must maintain a complete and accurate account of all data required for the license fee.  On or before the last day of __________________ (date), the licensee shall submit a statement in writing showing the amount of the license fee accruing during ____________________ (Time Period), along with the payment. 

 

PART VII. 

INSPECTION OF BOOKS AND RECORDS 

 

The licensor or authorized agent has the right to examine licensees books and records as may be necessary to determine their accuracy.

PART VIII.

MANUFACTURE AND SALE 

 

The licensee shall use their best efforts to manufacture and sell __________________ (trademark).  The production, pricing and sales promotion of ____________________ (trademark) shall be completely controlled by licensee.

 

PART IX. 

MAINTENANCE OF SECRECY 

 

_______________________________ (Trademark) will be manufactured exclusively by ___________________________ (Licensee) and they agree to not disclose to anyone any information obtained or received from relating to the preparation or manufacture of _________________________________ (Trademark).

 

PART X. 

IMPROVEMENTS BY LICENSEE 

 

If the licensee makes improvements on the secret method, formula or know-how relating to ___________________________ (Trademark), the improvements will remain secret and promptly be disclosed to the licensor.  The licensee will pay the same license fee as specified in Section Five of this agreement for any products made with the improvements.

 

PART XI.

TERMINATION 

 

This agreement shall be subject to termination by either party on default of any part of this agreement.  Termination will take effect if the default is not remedied within __________________ days.  

PART XII. 

TERM OF LICENSE 

 

This agreement exists for ___________ years and is renewable for ___________ more years if licensee gives written notice on or before ____________ months prior to the expiration date.  

 

PART XIII. 

LICENSORS AGENT 

 

The licensor will designate an agent to deal with all secret matters pertaining to ____________________ (Trademark) and will give a certified copy of such designation.  The agent shall have the right to inspect anything relating to the manufacturing of each batch. 

 

In witness whereof, the parties have executed this agreement at ___________________ (Location) on _________________ (Date).

 

 

 

 

_____________________________                       _____________________

Signature                                                                   Date

 

 

 

_____________________________                       _____________________

Signature                                                                   Date

 

 



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