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1、TRADEMARK LICENSING AGREEMENTAgreement madethis _day of _, between_(hereinafter called Licensor), and _(hereinafter called Licensee):WITNESSETHWhereas Licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other Licensor properties as
2、 defined in paragraph 1 of the Rider attached hereto and hereby made a part hereof (hereinafter called Name), said Name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different busines
3、ses and being well Known and recognized by the general public and associated in the public mind with Licensor, and Whereas Licensee desires to utilize the Name upon and in connection with the manufacture, sale and distribution of articles hereinafter described,Now, Therefore, in consideration of the
4、 mutual promises herein contained, it is here by agreed:1. Grant of License(a) ArticlesUpon the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee as a related company, and Licensee hereby accepts the right, license and privilege of utilizing the Name solely and only upon
5、 and in connection with the manufacture, sale and distribution of the following articles.(insert description)(b) TerritoryThe license hereby granted extends only to _. Licensee agrees that it will not make, or authorize, any use, direct or indirect, of the Name in any other area, and that it will no
6、t knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.(c) TermThe term of the license hereby granted shall be effective on the _day of _ and shall continue until the _ day of _, unless sooner terminated in accordance with the provisi
7、ons hereof. The term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on December 31st, _. At the end of each term, beginning with December 31st, _, this license shall be automatically renewed for a on
8、e year term expiring December 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.2. Terms of Payment(a) RateLicensee agrees to pay to Licensor as royalty a sum equal to _percent of all net sales
9、by Licensee or any of its affiliated,associated or subsidiary companies of the articles covered by this agreement. The term net sales shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. No costs incurred in
10、 the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by Licensee. Licensee agrees that in the event it should pay any other Licensor a higher royalty or licensing rate or commission than that provided herein for the use of the Name, than said
11、 higher rate shall automatically and immediately apply to this contract.(b) Minimum RoyaltiesLicensee agrees to pay to Licensor a minimum royalty of_Dollars ($_) as a minimum guarantee against royalties to be paid to Licensor during the first contract term, said minimum royalty to be paid on or befo
12、re the last day of the initial term hereof. The advance sum of_ dollars ($ _) paid on the signing hereof shall be applied against such guarantee. No part of such minimum royalty shall in any event be repayable to Licensee.(c) Periodic StatementsWithin _ days after the initial shipment of the article
13、s covered by this agreement, and promptly on the _ of each calendar _ thereafter, Licensee shall furnish to Licensor complete and accurate statements certified to be accurate by Licensee showing the number, description and gross sales price, itemized deductions from gross sales price and net sales p
14、rice of the articles covered by thisagreement distributed and/or sold by Licensee during the preceding calendar _, together with any returns made during the preceding calendar _ For this purpose, Licensee shall use the statementform attached hereto, copies of which form may be obtained by Licensee f
15、rom Licensor. Such statements shall be furnished to Licensor whether or not any of the articles have been sold during the preceding calendar_.(d) Royalty paymentsRoyalties in excess of the aforementioned minimum royalty shall be due on the _ day of the _ following the calendar_ in which earned, and payment shall accompany the statements furnished as required above. The receipt or acceptance by Licensor of any of the statements furnished pursuant to this
