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
