商标许可协议英文(Trademark License Agreement)
国际商标许可(合同)
国际商标许可合同1. 引言国际商标许可合同（International Trademark License Agreement）是一种合同，用于授权他方在特定国家或地区使用商标。
在全球范围内，商标的保护和使用是非常重要的，因此国际商标许可合同的签订具有重要意义。
本文将介绍国际商标许可合同的基本概念、主要内容和相关注意事项。
2. 合同概述国际商标许可合同是双方当事人就特定商标的使用权进行约定的一种合同。
许可人将商标授权给受许可人使用，受许可人则按照约定使用商标，并支付相应的许可费用。
3. 主要内容3.1 许可范围国际商标许可合同中，许可范围是重要的内容之一。
具体许可的地区范围需要明确约定，以避免产生纠纷。
许可范围可以是全球范围内、特定国家或地区，或者是一定范围内的特定市场。
3.2 期限合同期限是双方约定商标使用授权有效期限的重要部分。
合同期限可以是一定的时间段，也可以是无限期，但通常会规定双方可以取消合同的条件和程序。
3.3 许可费用许可费用是受许可人使用商标的补偿，也是合同的重要内容之一。
许可费用的支付方式、支付时间和金额等需要在合同中明确约定。
3.4 商标使用要求商标使用要求是受许可人在使用商标时需要遵守的规定。
受许可人在合同中必须遵守商标的使用规范，并保持商标的权益。
同时，许可人可以对商标的使用质量进行监督。
3.5 知识产权保护国际商标许可合同还应规定知识产权保护的相关事项。
双方应确保商标的独立性和权益，并合理利用知识产权保护机构的资源保护商标不受侵权。
4. 注意事项4.1 合同的明确性国际商标许可合同需要明确合同各方的权利和义务，以避免纠纷的发生。
合同中应慎重选择用词，确保内容清晰明确。
4.2 使用范围的限制受许可人在使用商标时，应严格按照合同约定的范围使用，避免超出许可范围使用商标，以免引起权益争议。
4.3 合同的变更和解除双方在合同中应约定合同变更和解除的条件和程序，以便在需要时可以进行相应的调整或终止。
商标许可授权合同(中英文)
TRADEMARK LICENSING AGREEMENTCONTENTS一、授权许可Grant of License二、付款方式Terms of Payment三、专用权Exclusivity四、信誉Good Will五、许可方的所有权及许可方权利的保护Licensor's Title and Protection of Licensor's Rights六、被许可方提供的保证及产品责任保险Indemnification by Licensee and Product Liability Insurance七、商品质量Quality of Merchandise八、标签Labeling九、促销资料Promotional Material十、分销Distribution十一、会计记录Records十二、破产、违约等Bankruptcy, Violation, etc.十三、竞争产品Sponsorship by Competitive Product十四、最后报告Final Statement Upon Termination or Expiration十五、存货处理Disposal of Stock Upon Termination or Expiration十六、协议终止或期满的效果Effect of Termination or Expiration十七、对许可方的补偿Licensor's Remedies十八、无法执行协议的原因Excuse For Nonperformance十九、通知Notices二十、不允许合资企业No Joint Venture二十一、被许可方不得再行转让、许可No Assignment or Sublicense by Licensee二十二、无免责No Waiver, etc.本协议由＿＿公司（以下称为许可方）＿＿（以下称为被许可方）于＿＿年＿月＿日签订。
国际商标许可合同书（2篇）
国际商标许可合同书International Trademark License Agreement本合同（以下简称“合同”）由以下各方于[合同签署日期]签署：甲方：[甲方公司名称]，注册地为[公司注册地]，以下简称“牌照方”；乙方：[乙方公司名称]，注册地为[公司注册地]，以下简称“被许可方”。
鉴于：1. 牌照方是一家享有商标权的公司，拥有并注册了以下商标（以下统称为“商标”）：- 商标1- 商标2- 商标32. 被许可方希望获得牌照方授予其商标使用权。
在双方平等、自愿和互惠互利的基础上，经过友好协商，双方达成如下协议：第一条定义在本合同中，除非有明确不同的约定，下列术语的定义如下：1.1 “商标”：指甲方拥有并注册的商标。
1.2 “商标使用”：被许可方在许可范围内对商标的使用、展示、推广和销售。
1.3 “许可期限”：本合同规定的商标许可使用期限。
1.4 “许可费”：被许可方向牌照方支付的商标许可费用。
1.5 “使用准则”：牌照方提供的商标使用规范、标准和指南。
第二条授予许可2.1 牌照方同意授予被许可方非独占性、非转让性的商标使用权。
2.2 被许可方有权在其经营范围内合法地使用商标，包括但不限于生产、销售、推广和展示。
2.3 被许可方有义务确保商标的质量和声誉，维护其在公众中的正面形象。
第三条商标使用管理3.1 被许可方在使用商标前，必须取得牌照方的书面批准，并按照使用准则的规定进行商标的使用、展示和销售。
3.2 被许可方在商标使用方面享有合理的自主权，但不得超出使用准则的规定。
3.3 被许可方在商标使用方面不得进行虚假宣传、误导性行为或其他会损害商标声誉的行为。
第四条许可费4.1 被许可方同意支付牌照方规定的许可费，作为获得商标使用权的补偿。
4.2 许可费由双方在以下方式中的一种约定支付：(a) 固定许可费用：每年或每月支付固定金额的许可费；(b) 销售提成：按照被许可方销售收入的一定百分比支付许可费。
TrademarkLicenseAgreement商标许可条约005439.doc
Trademark License Agreement商标许可协议005439 -A. AAA owns and uses the trademark AAA (the Mark ), in connection with its Internet-related software products, services and technology;B. BBB, among other things, produces certain client software products that operate in conjunction with AAA client software products or are accessible from and promoted on AAA’s Internet web sites ( Co-branded Products ).C. BBB desires to use the Mark in connection with the promotion, marketing and delivery of BBB’s Co-branded Products over the Internet, enterprise networks or similar networks through web pages in the languages and geographic territories set forth in Exhibit A; andD. AAA is willing to permit such use of the Mark under the terms and conditions set forth in this Agreement.NOW THEREFORE, the parties agree as follows:1. Grant of License.1.1. Grant of License. AAA hereby grants to BBB a non-exclusive, nontransferable, license to use the Mark in connection with the Co-branded Products solely to promote, market, sell and deliver Co-branded Products to end users in the languages and geographic territories mutually agreed upon in writing by the parties, including those set forth in Exhibit A. BBB may only use the Mark as a collective whole and shall not separately use any element or elements of the Mark.1.2. Reservation of Rights. AAA hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including AAA’s right to authorize or license use of the Mark or any other trademarks or names containing AAA, to any third party for use in connection with any goods and services, including, but not limited to, Co-branded Products. Without limiting the rights reserved in the first sentence, AAA hereby reserves any and all rights to use, authorize use or license use of the Mark or any other trademarks or names containing the Marks in any geographic territory and in any language, except as otherwise agreed to in writing. BBB shall have no obligation to use the Mark as contemplated under this Agreement.2. License Fee. For the rights granted to BBB herein, BBB shallpay AAA, by wire transfer, a one-time non-refundable license fee of **** at the time of the execution of this Agreement. The license fee due hereunder is exclusive of any applicable taxes. AAA shall be responsible for and shall reimburse BBB for, and promptly pay, all applicable national, state and local taxes, value added or sales taxes, and other taxes pertaining to payments except taxes based on BBB’s income. If AAA in good faith contests any tax that is so payable or reimbursable by AAA, BBB shall cooperate in good faith in the contest at AAA’s expense. BBB shall pass on to AAA any tax refund and interest related thereto, received by BBB with respect to BBB’s previous payment or reimbursement of applicable taxes and interest related thereto hereunder, if any3. Ownership of Mark. BBB hereby acknowledges that AAA is the owner of the Mark, and any trademark applications and/or registrations thereto, agrees that it will do nothing inconsistent with AAA’s intellectual property rights in the Mark and agrees that all use of the Mark by BBB shall inure to the benefit of AAA. BBB agrees that nothing in this Agreement shall give BBB any right, title or interest in the Mark other than the right to use the Mark in accordance with this Agreement. BBB agrees not to register or attempt to register the Marks as a trademark, service mark, Internet domain name, trade name, with any domestic or foreign governmental or quasi- governmental authority and agrees it will not violate any of AAA’s intellectual property rights in the Mark. BBBmay not register or use either the Mark, or an abbreviation of the Mark, as part of an Internet domain name. The provisions of this paragraph shall survive the expiration or termination of this Agreement.4. Use of the Mark; Protection of the Mark.4.1. Proper Use. BBB agrees that all use of the Mark under this Agreement shall only occur in connection with The Co-branded Products and shall be in compliance with the terms of this Agreement. BBB may use the Mark as set forth in Section 1.1 as well as in connection with the promotion of The Co- branded Products. BBB shall use the Mark in conformance with AAA’s trademark guidelines ( Trademark Guidelines ), set forth in Exhibit B, which may reasonably be revised by AAA from time to time. BBB agrees not to use any other trademark or service mark in combination with the Mark other than as described in Section 1.1. Except as provided in Section 8.3, BBB has no right to sublicense, transfer or assign the use of the Mark or use the Mark for any other purpose other than the purpose described herein. BBB may not use the Mark in connection with or for the benefit of, any third party’s products or services. BBB further agrees not to use the Mark on or in connection with any products or services that are or could reasonably be deemed to be obscene, pornographic, disparaging ofAAA or its products or services, or that are themselves unlawful or whose purpose is to encourage unlawful activities by others (provided however that this clause shall not be applicable to the content sent through the use of the Co-branded Products except if such content is originated by BBB). The parties acknowledge that nothing in the Agreement prevents the other from using the Mark in a non-denominative, non-trademark fashion that is otherwise allowed by law.4.2. Quality Standards. If BBB uses the Mark in connection with the Co- branded Products, BBB agrees to maintain a consistent level of quality of the Co-branded Products made available thereunder, substantially equal to that found in BBB’s existing products and Web site services. BBB further agrees to maintain a level of quality of the Co-branded Products in connection with its use of the Mark that is consistent with general industry standards.4.3. Monitoring by AAA. BBB acknowledges that AAA has no further obligations under this Agreement but that AAA does have the right to periodically monitor, no more than quarterly, BBB’s use of the Mark in conjunction with the Co-branded Products. Upon reasonable request by AAA, no more often than quarterly, BBB shall provide AAA with representative samples of each such use prior to the time the Mark is published on the Internet or in press materialsor marketing or advertising materials. If AAA determines in good faith that BBB is using the Mark improperly, and/or in connection with Products, or products, which do not meet the standards set forth in Section 4.1 or Section 4.2, AAA shall notify BBB, and BBB shall use reasonable efforts to remedy the improper use within ten (10) business days following receipt of such notice from AAA. Use of the Mark on goods or services other than in connection with the Co-branded Products, in a manner inconsistent with the Trademark Guidelines, or in connection with an infringement of AAA’s or a third party’s rights, including but not limited to rights under trademark, patent, trade secret or copyright, laws may constitute material breach of this Agreement which shall be treated in accordance with Section 7.1..4.4. Legend; Disclaimer. BBB shall include with any online publication or publication in print of the Mark a trademark legend indicating that the Mark is that of AAA, used under license, and a disclaimer that BBB and not AAA has produced The Co-branded Products.4.5. BBB’s Co-branded Products. If the Co-branded Products contain or present any material that constitutes an infringement of AAA’s trademark, patents, copyrights or trade secrets (e xcept with respect to any such material provided or included by AAA or at therequest of AAA), BBB’s right to use the Mark pursuant to the grant described in Section 1.1 shall, upon written notice from AAA and following an opportunity to cure in at least ten (10) business days from receipt of such notice, be suspended until BBB has revised, removed or removed links to such material to AAA’s reasonable satisfaction. If such revision or removal of, or removal of links to, such material to AAA’s reasonable sat isfaction has not occurred within thirty (30) days of the notice from AAA described in the preceding sentence, AAA may terminate this Agreement in accordance with Section 7.1. If the Co-branded Products contain or present any material that constitute an in fringement of a third party’s copyright, trademark, patents or trade secrets, (except for any such material provided or included by AAA or at the request of AAA), AAA may terminate this Agreement in accordance with Section 7.1.5. Confidential Information and Disclosure. Unless required by law, and except to assert its rights hereunder or for disclosures to its own employees, consultants, accountants, agents, representatives and attorneys on a need to know basis, each party agrees not to disclose the terms of this Agreement or matters relating thereto without the prior written consent of the other.6. Indemnification6.1. By AAA. AAA agrees to indemnify BBB and to hold BBB harmless from any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses that may be incurred by BBB, arising out of claims by a third party that BBB’s use of the Marks in accordance with this Agreement infringes such third party’s rights in the Marks. BBB shall provide AAA wit h prompt written notice of any claim for which indemnification is sought, and shall cooperate fully with and allow AAA to control the defense and settlement of such claim. AAA may not settle any such claim without BBB’s prior written consent, which consent shall not be unreasonably withheld. BBB shall have the right, at its own expense, to participate in the defense of any such claim.7. Termination7.1. Term and Termination. This Agreement and the term of the license granted herein shall be perpetual unless terminated as provided in Section 4.3, Section 4.5 or this Section 7.1. AAA shall have the right to terminate this Agreement upon the occurrence of one or more of the following: (a) any material breach by BBB of its obligations under this Agreement, including without limitation, those indicated in Section 4.3 and 4.5 of this Agreement, which remains uncured for (i) thirty (30) days or more following written notice ofsuch breach from AAA, or (ii) in the event BBB provides AAA, within such thirty (30) day period, a written plan to remedy such breach, sixty (60) days of more from the date such plan is provided to AAA (b) BBB decides not to develop and launch a Co-branded Products that uses the Mark, or (c) The Co- branded Products are discontinued for a continuous period of four (4) months and not restarted within thirty (30) days of written notice from AAA of such fact; provided, however, that AAA shall not be entitled to terminate the Agreement under subsections (b) or (c)of the foregoing provision prior to the date two (2) years following the Effective Date. BBB may terminate this Agreement at any time for any reason, or for no reason, by written notice thereof. Notwithstanding the above, if in its reasonable discretion AAA determines that as a result of a breach of this Agreement it will be materially and adversely affected in a substantial manner by failing to immediately suspend the licenses granted herein, AAA may suspend the licenses granted in Section 1 until such breach is cured.7.2. Effect of Termination. Upon termination of the Agreement, BBB agrees it shall immediately cease any and all use of the Mark.8. General8.1. Governing Law. This Agreement shall be subject to and governed in all respects by the statutes and laws of the State of _________ without regard to the conflicts of laws or principles thereof.8.2. Entire Agreement. This Agreement, including Exhibit A and Exhibit B attached hereto, constitute the entire Agreement and understanding between the parties and integrates all prior discussions between them related to its subject matter. No amendment or modification of any of the terms of this Agreement shall be valid unless in writing and signed by an authorized representative of each party.8.3. Assignment. Except as set forth below, neither party may assign any of its rights or (except in the normal course of its business) delegate any of its duties under this Agreement, or otherwise assign or transfer this Agreement without the prior written consent of the other party. Either party may assign this Agreement in connection with any merger, acquisition, reorganization, sale of substantially all the assets or stock of that party or any similar event ( Change of Control Event ) without the prior written consent of the other party. In the event of a Change of Control Event in which AAA is not to be a surviving entity, AAA will use commercially reasonable efforts to ensure this Agreement is assigned to the successor entity. AAA shallhave the right to terminate this Agreement upon thirty (30) days prior written notice if Participant assigns or transfers this Agreement as permitted to a direct competitor of AAA in the web client or web portal business without AAA’s consent. Any attempted assignment, delegation or transfer in derogation of the foregoing shall be null and void. This Agreement shall apply to and bind any permitted successors or assigns of the parties hereto and any reference to the applicable parties herein shall refer to the applicable successors or assigns.8.4. Notices. All notices required or permitted hereunder shall be given in writing addressed to the respective parties as set forth below and shall either be (a) personally delivered or (b)transmitted by nationally-recognized private express courier, and shall be deemed to have been given on the date of receipt if delivered personally, or 2 days after deposit with such express courier.Either party may change its address for purposes hereof by written notice to theother in accordance with the provisions of this Subsection. The addresses for the parties are as follows:BBB: AAA:BBB, Inc. AAA Corporation_________(Address) _________(Address)Fax: _________ Fax: _________Attn: _________ Attn: _________8.5. Force Majeure. Neither party will be responsible for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods or accidents.8.6. Waiver. Any waiver, either expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions, covenants of duties set forth herein shall not constitute or be construed as a waiver of any subsequent or other default.8.7. Headings. The headings to the Sections and Subsections of this Agreement are included merely for convenience of reference and shall not affect the meaning of the language included therein.8.8. Independent Contractors. The parties acknowledge and agree that they are dealing with each other hereunder as independent contractors. Nothing contained in the Agreement shall be interpretedas constituting either party the joint venture or partner of the other party or as conferring upon either party the power of authority to bind the other party in any transaction with third parties.8.9. Survival. The provisions of Section 1.2 (Reservation of Rights), 3 (Ownership of Mark), 4.4 (Legend; Disclaimer), 5 (Confidential Information and Disclosure), 6 (Indemnification by AAA), 7.2 (Effect of Termination) and 8 (General) will survive any termination of this Agreement.8.10. Equitable Relief. BBB recognizes and acknowledges thata breach by BBB of this Agreement may cause AAA irreparable damage which cannot be readily remedied in monetary damages in an action at law, and may, in addition thereto, constitute an infringement of the Mark. In the event of any default or breach by BBB that could result in irreparable harm to AAA or cause some loss or dilution of AAA’s goodwill, reputation, or rights in the Mark, AAA shall be entitled to seek immediate injunctive relief to prevent such irreparable harm, loss, or dilution in addition to any other remedies available.8.11. Severability. Except as otherwise set forth in this Agreement, the provisions of this Agreement are severable, and ifany one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby and shall nevertheless be binding between the parties hereto.IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.Trademark License商标许可协议-IV.1 AAA hereby represents and warrants to that to the best of AAA’s knowledge (i) the Licensed Mark and the Location Mark are valid and enforceable, (ii) the Licensed Mark and the Location Mark do not infringe upon any rights of any third parties, (iii) there is no claim, pending or threatened, relating to the Licensed Mark or the Location Mark, (iv) AAA has no commitment, whether express or implied, with any other person or entity which is in conflict with the terms, conditions and understandings contained in this Agreement and (v) AAA has all of the rights necessary to enter into thisAgreement and to make the grants herein contained.IV.2 BBB agrees to use the Licensed Mark only in the form and manner and with appropriate legends as prescribed in writing from time to time by AAA, and not to use any other trademark, word, symbol or device in combination with said Licensed Mark without the prior written approval of AAA. BBB agrees it will not alter, modify, dilute or otherwise misuse any of AAA’s Trademarks.IV.3 BBB agrees that upon request it shall cause to appear on or in connection with its services any reasonable trademark notices as AAA may from time to time, upon reasonable notice, designate.IV.4 BBB hereby ackn owledges AAA’s ownership of the Trademarks, the Licensed Mark and the Location Mark and BBB agrees that it will do nothing inconsistent with such ownership. Any and all use of the Licensed Mark or any other Trademark by BBB shall inure solely and exclusively to the benefit of AAA. BBB agrees that it shall not apply for registration or seek to obtain ownership of any AAA Trademark, including the Licensed Mark and, Location Mark, in any nation. Further, BBB agrees that neither now, nor at any time in the future, will BBB, its parent corporations, subsidiaries, or affiliates, challenge or assist in any challenge to AAA’s ownershiprights in AAA’s Trademarks, including the Licensed Mark and Location Mark.IV.5 BBB agrees it will use the Licensed Mark only in a fashion authorized by this Agreement and will comply with all appropriate local and national laws in the United States. BBB further agrees that any use of the Trademarks by BBB will conform with the rules governing the use of the Trademarks issued by AAA and its affiliates, including specifically using the membership mark REALTOR(R) only where the context of use will clearly express the meaning of the term REALTOR4(R) as an indicator of membership in AAA.IV.6 BBB recognizes goodwill associated with the Licensed Mark and acknowledges that said goodwill belongs to AAA, and that any goodwill associated with use of the Licensed Mark pursuant to this Agreement shall inure to the benefit of AAA.IV.7 AAA agrees that it shall be responsible for maintaining the validity of the Licensed Mark and all registrations thereon in the United States. AAA further agrees that upon BBB’s request, and in consultation with BBB, it will take reasonable steps to protect the Licensed Mark in those foreign countries where BBB can demonstrate it needs such protection in furtherance of its businessoperations, provided that any and all expenses incurred by AAA in connection with such activities which are undertaken at the request of BBB shall be paid equally by BBB and AAA.。
商标许可协议英文(Trademark-License-Agreement)
TRADEMARK LICENSE AGREEMENTTHIS TRADEMARK LICENSE AGREEMENT (the "Agreement") by and between , a corporation organized under the laws of , and , a company incorporated under the Laws of the The Peoples Republic of China, is made at , and is effective as of the day of .WITNESSETH THAT:WHEREAS, each party has expressed interest in obtaining a non-exclusive license to use trademarks, if any, owned now or in the future by the other party, and each party has expressed interest in granting such a license.NOW THEREFORE, in consideration of the foregoing and the mutual covenants of the parties hereinafter contained, the parties hereby agree as follows:ARTICLE 1. DEFINITIONS: Each of the following words or phrases shall bear the meaning set forth opposite it as follows:Net Selling Price: The amount actually billed to purchasers, after deducting (1) any federal, state, or local sales or other tax actually levied and paid on the basis of the sales price, (2) resale discounts, (3) returns or allowances, and (4) transportation and packing charges in excess of those charges normally and routinely incurred in transporting Products sold to the purchaser thereof.Products: Items set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Trademarks: Trademarks set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Improvements: Improvements to Technology or any other invention or intellectual property.ARTICLE 2. TRADEMARK LICENSE:A. Certain Trademarks used with Products produced by one party (the “TrademarkLicensee”) may be owned by the other party (the “Trademark Licensor”) hereto. In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, a non-exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Products made by the Trademark Licensee (the “Trademark License.”) The Trademark Licensee’s use of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.B. The Trademarks for which Trademark License is granted under Section 2.A. ofthis Agreement are listed in the attached Schedules A and B. The parties may revise Schedules A and B from time to time by mutual agreement, whereupon the revised Schedules A and B, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated on the revised Schedule A or B.C. The Trademark Licensor makes no representations or warranties with respect to the ability of the Trademark Licensee to use the Trademarks outside of the United States or The Peoples Republic of China or as to the possibility that such use outside the United States or The Peoples Republic of China might infringe or be alleged to infringe third party rights.D. To the extent feasible, the Trademark Licensee shall place applicable Trademarks on all Products it manufactures in whole or in part. The Trademark Licensee shall also place applicable Trademarks on all packaging and printed material that it produces or obtains related to any Product. Any Trademarks so used shall appear exactly as in the registration documents. Other trademarks, words, names, symbols or devices other than Trademarks shall not be used in conjunction with any Trademarks and may only be used separately therefrom following the Trademark Licensor's prior written consent to such use.E. The Trademark Licensee shall ensure that all uses of Trademarks on Products and on related packaging and Product literature shall conform to all standards of style, appearance, quality and usage set by the Trademark Licensor from time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensee's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or selling activity, such as advertising, promoting, distributing, or offering for sale any Product to which a Trademark is applicable, the Trademark Licensee shall notify the Trademark Licensor of its intent to initiate such activity and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of all relevant Trademark usages. The style, appearance, quality and usage of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Trademark occurs. Any such sample submitted by the Trademark Licensee and not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor, shall be deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, quality, or usage of the relevant Trademark without the prior written consent of the Trademark Licensor. In the event that the style, appearance, quality, or usage of any Trademark ceases or fails to conform to standards set by the Trademark Licensor or any requirement of law, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease all non-conforming uses thereof and shall destroy or remedy all non-conforming uses in its possession or control. All such failures to conform shall be deemed a breach of this Agreement by the Trademark Licensee.F. In order to preserve the integrity and value of the Trademarks involved, the Trademark Licensee shall ensure that all Products associated with a Trademark conform to all standards of style, appearance, performance and quality set by the Trademark Licensor from time to time. To this end, before manufacturing, marketing or selling of any such Product, the Trademark Licensee shall notify the Trademark Licensor and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of the relevant Product. The style, appearance, performance and quality of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Product occurs. Any such sample not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor shallbe deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval pursuant to this Section, there shall be no substantive change to the style, appearance, performance and quality of the relevant Product without the prior written consent of the Trademark Licensor. In the event that the style, appearance, performance or quality of any Product associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease the use of the Trademark in conjunction with such non-conforming Products in its possession or control. All such failures of Products to conform to standards set by the Trademark Licensor, where such Products are used in conjunction with a Trademark, shall be deemed a breach of this Agreement by the Trademark Licensee.G. The Trademark Licensor shall have the right, upon reasonable notice and duringnormal business hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensee's compliance with the style, appearance, and quality of the samples approved.H. The provisions of this Article 2 shall not apply to any Products purchased forresale by one party from the other. In such circumstances, the party purchasing the Product from the other party shall receive a non-exclusive, royalty-free right to use, in sales transaction documents such as quotations, acknowledgments, invoices, correspondence, etc., any Trademark associated with such Products. Any other use of any such Trademark shall be subject to approval of the party owning the Trademark.ARTICLE 3. FEE PAYMENTS:A. During the term of this Agreement, in consideration of the Trademark Licensegranted, the Trademark Licensee shall pay to the Trademark Licensor a fee of one percent (1%) of the Net Selling Price of all Products using the Trademark sold by the Trademark Licensee, exclusive of Products sold by the Trademark Licensee to the Trademark Licensor.B. All fees due under this Article 3 shall be paid on a quarterly basis. The fees shallbe remitted to the Trademark Licensor at its principal offices within sixty (60) days after the last day of each calendar quarter, based on the sales during the calendar quarter. Such remitted fees shall be in United States currency at the official exchange rate prevailing on the last day of the respective calendar quarter at the bank used by the owing party for its general commercial purposes.C. Upon request from one party (the "auditing party") and at least five (5) days priorwritten notice, the other party (the "audited party"), shall allow a certified public accountant designated by the auditing party to examine the audited party’s records relating to this Agreement for the sole purpose of auditing the quarterly statements described in Article 3 during the audited party’s normal business hours. In the event that such audit reveals that the audited party has paid the auditing party an amount less than the actual amount due to the auditing party, the audited party shall immediately pay to the auditing party the difference and shall reimburse the auditing party for the reasonable cost of the audit if such difference is greater than ten percent (10%) of the total amount of payments due to the auditing party for the applicable period.ARTICLE 4. TERM:A. Unless terminated sooner as provided in this Article 4, the Agreement shallcontinue in full force and effect for a period of five (5) years from December 3, 1999.This Agreement will automatically renew for one (1) year periods unless either party gives written notice of its election not to extend the term of this Agreement not less than thirty (30) days prior to the expiration of the expiring term.B. Each party shall have the right to terminate this Agreement for cause by givingwritten notice to the other party upon the happening of any of the following without need of a judicial declaration to the effect that:(1) a material breach by the other party of any term or condition of this Agreementand the failure to remedy such nonperformance or breach within thirty (30) daysafter receipt of notice thereof;(2) the submission to the terminating party by the other party of any fraudulentdocument or statement; or(3) an action by the government of either party which renders either party unable toperform its obligations under this Agreement.C. Upon any expiration or termination of this Agreement, all licenses, rights andobligations hereunder shall terminate. However, subject to the terms hereof, and solely during the six (6) month period after the date of such expiration or termination, the Licensee shall have the right to manufacture and sell any Products covered by the Trademark License which:(1) it is committed to sell under a valid and binding contract of sale made in theordinary course of business executed before the date of such expiration ortermination; or(2) can be manufactured from materials, parts, subassemblies and components eitherin its possession or to which it is entitled on or before the date of such expirationor termination.D. Termination of this Agreement shall not relieve the Trademark Licensee from itsliability for payment of fees on sales made hereunder with respect to the Trademark License from the other party prior to the date of such termination.E. Upon any expiration or termination of this Agreement:(1) The Trademark Licensee shall not hold itself out as being, or represent that it is, inany way authorized to use the Trademarks;(2) The Trademark Licensee shall not use any Trademark (unless otherwise permittedin Section 4.C, hereof); and(3) The Trademark Licensee shall transfer, assign and release to the TrademarkLicensor all rights, if any, in the Trademarks which may have accrued or arisen byoperation of the law.F. Neither party, by reason of the expiration or termination of this Agreement, shallbe liable to the other for loss of anticipated sales or prospective profits, or because of expenditures or investments, related to this Agreement.G. The failure at any time of either party to exercise its right to terminate thisAgreement as set forth in this Article 4 shall not constitute a waiver of that party's termination rights.ARTICLE 5. DISCLAIMER OF WARRANTY:Except as specified in this Agreement, each of the parties expressly disclaims all other warranties, express or implied, in connection with this Agreement, the trademarks including but not limited to the warranties of non-infringement.ARTICLE 6. LIMITATION OF LIABILITY:Neither party shall be liable to the other party or any third party for any direct damages in excess of the aggregate fees paid to such party by the other party in the preceding twelve(12) months arising from any claim relating to this Agreement or for any special,consequential, exemplary or incidental damages (including lost profits) arising from any claim relating to this Agreement, resulting from the use of, or inability to use, the Trademarks, whether the claim for such damages is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of it is advised of the possibility or likelihood of same. Each of the parties acknowledges and agrees that such amount is reasonable in light of anticipated harm which may arise from such claims and that the retention of such amount by it or the payment of such amount by the other party shall not be deemed or alleged by it to fail of its essential purpose.ARTICLE 7. GENERAL PROVISIONS:A. The language used in this Agreement shall be deemed to be language chosen byboth parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.B. The failure or delay by either party in exercising any right hereunder shall notoperate as, or be deemed a waiver, of such right or any other right hereunder.C. All notices, demands, requests, responses, or other communications contemplatedherein or required or permitted to be given hereunder shall be in writing and shall be deemed to be given as of the opening of business on the business day after such writing is transmitted by facsimile or electronically to the attention of a duly authorized officer of the other party.D. If any provision of this Agreement is for any reason held or declared to be illegal,invalid, or unenforceable, such provision may be modified by a court of competentjurisdiction in compliance with the law to give effect to the intent of the parties to the fullest extent possible. All other provisions herein shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid, or unenforceable provision had not been contained herein.E. Sections 4. C., 4.D., 4.E., 7.A, 7.I., and Articles 5, 6 and 9 shall survive thetermination or expiration of this Agreement for any reason.F. Headings in this Agreement are for identification purposes only and shall notaffect the interpretations of this Agreement or any part hereof.G. The singular or any word, phrase, or clause contained in this Agreement shall beconstrued as the equivalent of the plural and the plural shall be construed as the equivalent of the singular.H. The Agreement shall inure to the benefit of and be binding upon the successorsand assigns of both parties hereto. Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement, whether by merger, operation of law, assignment, change of management, purchase or otherwise of all or substantially all of the business of such party related to the Products except with the prior written consent of the other party.I. The Trademark Licensee shall execute and deliver such other documents and totake all such actions as the Trademark Licensor, its successors, assigns or other legal representatives may reasonably request to effect the terms of this Agreement and the execution and delivery of any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required.J. The Trademark Licensee shall comply with all applicable laws, rules, regulations and orders of the United States and of The Peoples Republic of China, and all jurisdictions and any agency or court thereof.K. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same agreement.ARTICLE 8. ARBITRATION: If either party shall make a written request to the other party for arbitration of any dispute with respect to this Agreement, or any other issue related thereto, the request shall be resolved in the London Court of International Arbitration and accordance with the then current Rules of the London Court of International Arbitration. Any decision or award resulting from such arbitration shall be final, binding and non-appealable.ARTICLE 9. GOVERNING LAW: The Agreement shall be deemed to be made and entered into pursuant to the laws of the United States of America and the laws of the State of Illinois. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed in accordance with the laws of the State of Illinois.ARTICLE 10. GOVERNMENT APPROVAL: Trademark Licensee shall, at its expense, obtain all approvals of this Agreement which are necessary for both its continued effectiveness and Trademark Licensee’s continued ability to remit payments to Trademark Licensor in U.S. currency free from all restrictions. Trademark Licensee and Trademark Licensor shall mutually cooperate in obtaining any such approvals.ARTICLE 11. GOVERNING LANGUAGE:The official language of this Agreement is English and the official version of the Agreement is the English version.* * * * *IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of .By:Title:By:Title:LICENSE IS GRANTED BY TOThis schedule supersedes all previous versions of Schedule A and forms part of the Trademark License Agreement between and . which became effective on . This version of Schedule A is effective on .By:Title:By:Title:LICENSE IS GRANTED BYThis schedule supersedes all previous versions of Schedule B and forms part of the Trademark License Agreement between and , which became effective on . This version of Schedule B is effective on .By:Title:By:Title:。
国际商标许可证合同6篇
国际商标许可证合同6篇篇1国际商标许可证合同（International Trademark Licensing Agreement）一、许可方和被许可方本国际商标许可证合同（以下简称“合同”）由许可方（以下简称“许可方”）和被许可方（以下简称“被许可方”）双方签署。
许可方为拥有该商标所有权或权利的一方，被许可方为获得该商标使用权或授权的一方。
二、合同内容1.商标授权：许可方同意向被许可方授权使用其商标。
被许可方须遵守合同中约定的使用条件和范围，如需进行商标修改或使用方式变更，需征得许可方的书面同意。
2.使用范围：被许可方有权在合同规定的范围内使用商标，使用范围一般包括但不限于制造、销售、促销和广告等方面。
被许可方应确保在授权范围内合法使用商标，避免侵犯第三方权益。
3.费用支付：被许可方需按照合同约定支付商标使用费。
商标使用费一般以固定金额或销售额抽成形式支付，具体支付方式和金额由双方协商确定。
4.保护义务：双方应共同履行商标权利的保护义务，发现任何侵权或违规使用行为，需立即通知对方并共同协商解决办法。
被许可方应在其控制范围内尽力保护商标权益，防止商标被侵犯。
5.终止合同：若发生以下情形之一，本合同可提前终止：- 被许可方严重违反合同规定；- 被许可方未按时支付商标使用费；- 双方书面协商一致提前终止。
6.适用法律和争议解决：本合同适用所在国家或地区的法律。
双方如发生争议，应尽量在友好协商的基础上解决。
如无法协商解决，可向所在地法院提起诉讼。
三、免责条款1.在合同有效期内，由于不可抗力原因（包括但不限于战争、自然灾害、政府行为等）导致商标使用受到影响的，双方互不承担责任。
2.除本合同约定之外，双方不对不可控因素导致的商标使用效果承担责任。
四、协议生效本合同自双方签字生效，有效期为合同约定的时间。
未尽事宜由双方协商确定，若有任何修改变更，须经双方书面确认后生效。
（以下为签署页）许可方（签字）: _________________ 日期：____________被许可方（签字）: _________________ 日期：____________备注：本文档仅作合同范本参考，具体内容以实际签订的合同为准。
商标使用许可协议(中英版)
TRADEMARK LICENSING AGREEMENT商标使用许可协议Licensor:许可方:Licensee:被许可方:Whereas Licensor owns certain valuable registered trademarks; and Licensee need to utilize the trademark upon and in connection with the manufacture, sale and distribution of the Contract Products in ODM processing for Licensor and its assigned parties; Both parties authorized representatives, through friendly negotiation, agree to enter into this Contract under the terms as stipulated below.鉴于许可方拥有一定价值并经注册的商标，且被许可方需要在为许可方及许可方授权方进行ODM贴牌代工和向许可方及许可方授权方出口ODM产品时使用该商标，双方授权代表经友好协商，达成如下协议:一、License Grant 使用许可The Licensee agree to obtain from Licensor, and Licensor agree to grant Licensee the right to utilize the Registered Trademarkin Appendix 1 solely and only upon and in connection with the manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties.被许可方同意从许可方取得，许可方同意向被许可方授予单独使用附件1所指的注册商标的权利，且只在为许可方进行ODM贴牌代工和向许可方及许可方授权主体出口ODM产品时使用。
商标使用许可协议-trademark-license-agreement(oem)-rev.教学教材
TRADEMARK LICENSING AGREEMENT商标使用许可协议Licensor:许可方:Licensee: Guangdong Xinbao Electrical Appliances Holdings Co., Ltd被许可方: 广东新宝电器股份有限公司Whereas Licensor owns certain valuable registered trademarks; and Licensee need to utilize the trademark upon and in connection with the manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties; Both parties authorized representatives, through friendly negotiation, agree to enter into this Contract under the terms as stipulated below.鉴于许可方拥有一定价值并经注册的商标，且被许可方需要在为许可方及许可方授权方进行OEM贴牌代工和向许可方及许可方授权方出口OEM产品时使用该商标，双方授权代表经友好协商，达成如下协议:1.License Grant 使用许可1.1The Licensee agree to obtain from Licensor, and Licensor agree to grant Licensee the right to utilizethe Registered Trademark in Appendix 1 solely and only upon and in connection with the manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties.被许可方同意从许可方取得，许可方同意向被许可方授予单独使用附件1所指的注册商标的权利，且只在为许可方进行OEM贴牌代工和向许可方及许可方授权主体出口OEM产品时使用。
国际商标许可合同(模板)(英)
国际商标许可合同（International Trademark LicenseAgreement）一、引言（Introduction）本国际商标许可合同（简称“本合同”）是通过协商一致达成的，由双方（简称“许可方”和“被许可方”）共同签署，并根据条款和条件进行执行。
许可方（Licensor）： [许可方全称]被许可方（Licensee）： [被许可方全称]本合同旨在就许可方拥有的商标的使用授予被许可方一定的权利和义务。
经双方确认并同意，本合同规定条款：二、商标授权（Trademark Grant）1.许可方授权被许可方使用下列商标（简称“商标”）：–商标名称：[商标名称]–商标号：[商标号]–商标分类：[商标分类]2.被许可方可以在经许可方同意的范围内使用商标，以推广、销售和分发相关产品或服务。
3.被许可方在使用商标时必须严格遵守许可方的品牌形象和质量标准，确保商标的使用符合相关法律法规。
三、许可期限（Term）1.本合同的许可期限为起始日期至终止日期。
–起始日期：[起始日期]–终止日期：[终止日期]2.终止日期可以延长，但必须经许可方和被许可方双方书面同意。
四、许可费用（Royalties）1.被许可方同意向许可方支付一定的许可费用，作为商标使用权的回报。
2.许可费用的支付方式和时间要求如下：–支付方式：[支付方式]–支付时间：[支付时间]3.同意在未按时支付许可费用的情况下，许可方有权暂停或终止商标的使用授权。
五、商标维护（Trademark Mntenance）1.被许可方应负责商标的日常维护工作，包括但不限于商标的注册续展、及时更新商标信息、处理商标侵权等。
2.被许可方应立即将任何与商标有关的争议或纠纷通知许可方，并共同努力解决该争议。
六、保密条款（Confidentiality）1.双方同意在本合同有效期内和终止后对彼此的商业信息和商标信息予以保密，并仅在与履行本合同有关的事项上进行必要的披露。
商标许可协议英文(Trademark License Agreement)
TRADEMARK LICENSE AGREEMENTTHIS TRADEMARK LICENSE AGREEMENT (the "Agreement") by and between , a corporation organized under the laws of , and , a company incorporated under the Laws of the The Peoples Republic of China, is made at , and is effective as of the day of .WITNESSETH THAT:WHEREAS, each party has expressed interest in obtaining a non-exclusive license to use trademarks, if any, owned now or in the future by the other party, and each party has expressed interest in granting such a license.NOW THEREFORE, in consideration of the foregoing and the mutual covenants of the parties hereinafter contained, the parties hereby agree as follows:ARTICLE 1. DEFINITIONS: Each of the following words or phrases shall bear the meaning set forth opposite it as follows:Net Selling Price: The amount actually billed to purchasers, after deducting (1) any federal, state, or local sales or other tax actually levied and paid on the basis of the sales price, (2) resale discounts, (3) returns or allowances, and (4) transportation and packing charges in excess of those charges normally and routinely incurred in transporting Products sold to the purchaser thereof.Products: Items set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Trademarks: Trademarks set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Improvements: Improvements to Technology or any other invention or intellectual property.ARTICLE 2. TRADEMARK LICENSE:A. Certain Trademarks used with Products produced by one party (the “TrademarkLicensee”) may be owned by the other party (the “Trademark Licensor”) hereto. In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, a non-exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Products made by the Trademark Licensee (the “Trademark License.”) The Trademark Licensee’s use of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.B. The Trademarks for which Trademark License is granted under Section 2.A. ofthis Agreement are listed in the attached Schedules A and B. The parties may revise Schedules A and B from time to time by mutual agreement, whereupon the revised Schedules A and B, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated on the revised Schedule A or B.C. The Trademark Licensor makes no representations or warranties with respect to the ability of the Trademark Licensee to use the Trademarks outside of the United States or The Peoples Republic of China or as to the possibility that such use outside the United States or The Peoples Republic of China might infringe or be alleged to infringe third party rights.D. To the extent feasible, the Trademark Licensee shall place applicable Trademarks on all Products it manufactures in whole or in part. The Trademark Licensee shall also place applicable Trademarks on all packaging and printed material that it produces or obtains related to any Product. Any Trademarks so used shall appear exactly as in the registration documents. Other trademarks, words, names, symbols or devices other than Trademarks shall not be used in conjunction with any Trademarks and may only be used separately therefrom following the Trademark Licensor's prior written consent to such use.E. The Trademark Licensee shall ensure that all uses of Trademarks on Products and on related packaging and Product literature shall conform to all standards of style, appearance, quality and usage set by the Trademark Licensor from time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensee's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or selling activity, such as advertising, promoting, distributing, or offering for sale any Product to which a Trademark is applicable, the Trademark Licensee shall notify the Trademark Licensor of its intent to initiate such activity and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of all relevant Trademark usages. The style, appearance, quality and usage of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Trademark occurs. Any such sample submitted by the Trademark Licensee and not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor, shall be deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, quality, or usage of the relevant Trademark without the prior written consent of the Trademark Licensor. In the event that the style, appearance, quality, or usage of any Trademark ceases or fails to conform to standards set by the Trademark Licensor or any requirement of law, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease all non-conforming uses thereof and shall destroy or remedy all non-conforming uses in its possession or control. All such failures to conform shall be deemed a breach of this Agreement by the Trademark Licensee.F. In order to preserve the integrity and value of the Trademarks involved, the Trademark Licensee shall ensure that all Products associated with a Trademark conform to all standards of style, appearance, performance and quality set by the Trademark Licensor from time to time. To this end, before manufacturing, marketing or selling of any such Product, the Trademark Licensee shall notify the Trademark Licensor and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of the relevant Product. The style, appearance, performance and quality of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Product occurs. Any such sample not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor shallbe deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval pursuant to this Section, there shall be no substantive change to the style, appearance, performance and quality of the relevant Product without the prior written consent of the Trademark Licensor. In the event that the style, appearance, performance or quality of any Product associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease the use of the Trademark in conjunction with such non-conforming Products in its possession or control. All such failures of Products to conform to standards set by the Trademark Licensor, where such Products are used in conjunction with a Trademark, shall be deemed a breach of this Agreement by the Trademark Licensee.G. The Trademark Licensor shall have the right, upon reasonable notice and duringnormal business hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensee's compliance with the style, appearance, and quality of the samples approved.H. The provisions of this Article 2 shall not apply to any Products purchased forresale by one party from the other. In such circumstances, the party purchasing the Product from the other party shall receive a non-exclusive, royalty-free right to use, in sales transaction documents such as quotations, acknowledgments, invoices, correspondence, etc., any Trademark associated with such Products. Any other use of any such Trademark shall be subject to approval of the party owning the Trademark.ARTICLE 3. FEE PAYMENTS:A. During the term of this Agreement, in consideration of the Trademark Licensegranted, the Trademark Licensee shall pay to the Trademark Licensor a fee of one percent (1%) of the Net Selling Price of all Products using the Trademark sold by the Trademark Licensee, exclusive of Products sold by the Trademark Licensee to the Trademark Licensor.B. All fees due under this Article 3 shall be paid on a quarterly basis. The fees shallbe remitted to the Trademark Licensor at its principal offices within sixty (60) days after the last day of each calendar quarter, based on the sales during the calendar quarter. Such remitted fees shall be in United States currency at the official exchange rate prevailing on the last day of the respective calendar quarter at the bank used by the owing party for its general commercial purposes.C. Upon request from one party (the "auditing party") and at least five (5) days priorwritten notice, the other party (the "audited party"), shall allow a certified public accountant designated by the auditing party to examine the audited party’s records relating to this Agreement for the sole purpose of auditing the quarterly statements described in Article 3 during the audited party’s normal business hours. In the event that such audit reveals that the audited party has paid the auditing party an amount less than the actual amount due to the auditing party, the audited party shall immediately pay to the auditing party the difference and shall reimburse the auditing party for the reasonable cost of the audit if such difference is greater than ten percent (10%) of the total amount of payments due to the auditing party for the applicable period.ARTICLE 4. TERM:A. Unless terminated sooner as provided in this Article 4, the Agreement shallcontinue in full force and effect for a period of five (5) years from December 3, 1999.This Agreement will automatically renew for one (1) year periods unless either party gives written notice of its election not to extend the term of this Agreement not less than thirty (30) days prior to the expiration of the expiring term.B. Each party shall have the right to terminate this Agreement for cause by givingwritten notice to the other party upon the happening of any of the following without need of a judicial declaration to the effect that:(1) a material breach by the other party of any term or condition of this Agreementand the failure to remedy such nonperformance or breach within thirty (30) daysafter receipt of notice thereof;(2) the submission to the terminating party by the other party of any fraudulentdocument or statement; or(3) an action by the government of either party which renders either party unable toperform its obligations under this Agreement.C. Upon any expiration or termination of this Agreement, all licenses, rights andobligations hereunder shall terminate. However, subject to the terms hereof, and solely during the six (6) month period after the date of such expiration or termination, the Licensee shall have the right to manufacture and sell any Products covered by the Trademark License which:(1) it is committed to sell under a valid and binding contract of sale made in theordinary course of business executed before the date of such expiration ortermination; or(2) can be manufactured from materials, parts, subassemblies and components eitherin its possession or to which it is entitled on or before the date of such expirationor termination.D. Termination of this Agreement shall not relieve the Trademark Licensee from itsliability for payment of fees on sales made hereunder with respect to the Trademark License from the other party prior to the date of such termination.E. Upon any expiration or termination of this Agreement:(1) The Trademark Licensee shall not hold itself out as being, or represent that it is, inany way authorized to use the Trademarks;(2) The Trademark Licensee shall not use any Trademark (unless otherwise permittedin Section 4.C, hereof); and(3) The Trademark Licensee shall transfer, assign and release to the TrademarkLicensor all rights, if any, in the Trademarks which may have accrued or arisen byoperation of the law.F. Neither party, by reason of the expiration or termination of this Agreement, shallbe liable to the other for loss of anticipated sales or prospective profits, or because of expenditures or investments, related to this Agreement.G. The failure at any time of either party to exercise its right to terminate thisAgreement as set forth in this Article 4 shall not constitute a waiver of that party's termination rights.ARTICLE 5. DISCLAIMER OF WARRANTY:Except as specified in this Agreement, each of the parties expressly disclaims all other warranties, express or implied, in connection with this Agreement, the trademarks including but not limited to the warranties of non-infringement.ARTICLE 6. LIMITATION OF LIABILITY:Neither party shall be liable to the other party or any third party for any direct damages in excess of the aggregate fees paid to such party by the other party in the preceding twelve(12) months arising from any claim relating to this Agreement or for any special,consequential, exemplary or incidental damages (including lost profits) arising from any claim relating to this Agreement, resulting from the use of, or inability to use, the Trademarks, whether the claim for such damages is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of it is advised of the possibility or likelihood of same. Each of the parties acknowledges and agrees that such amount is reasonable in light of anticipated harm which may arise from such claims and that the retention of such amount by it or the payment of such amount by the other party shall not be deemed or alleged by it to fail of its essential purpose.ARTICLE 7. GENERAL PROVISIONS:A. The language used in this Agreement shall be deemed to be language chosen byboth parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.B. The failure or delay by either party in exercising any right hereunder shall notoperate as, or be deemed a waiver, of such right or any other right hereunder.C. All notices, demands, requests, responses, or other communications contemplatedherein or required or permitted to be given hereunder shall be in writing and shall be deemed to be given as of the opening of business on the business day after such writing is transmitted by facsimile or electronically to the attention of a duly authorized officer of the other party.D. If any provision of this Agreement is for any reason held or declared to be illegal,invalid, or unenforceable, such provision may be modified by a court of competentjurisdiction in compliance with the law to give effect to the intent of the parties to the fullest extent possible. All other provisions herein shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid, or unenforceable provision had not been contained herein.E. Sections 4. C., 4.D., 4.E., 7.A, 7.I., and Articles 5, 6 and 9 shall survive thetermination or expiration of this Agreement for any reason.F. Headings in this Agreement are for identification purposes only and shall notaffect the interpretations of this Agreement or any part hereof.G. The singular or any word, phrase, or clause contained in this Agreement shall beconstrued as the equivalent of the plural and the plural shall be construed as the equivalent of the singular.H. The Agreement shall inure to the benefit of and be binding upon the successorsand assigns of both parties hereto. Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement, whether by merger, operation of law, assignment, change of management, purchase or otherwise of all or substantially all of the business of such party related to the Products except with the prior written consent of the other party.I. The Trademark Licensee shall execute and deliver such other documents and totake all such actions as the Trademark Licensor, its successors, assigns or other legal representatives may reasonably request to effect the terms of this Agreement and the execution and delivery of any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required.J. The Trademark Licensee shall comply with all applicable laws, rules, regulations and orders of the United States and of The Peoples Republic of China, and all jurisdictions and any agency or court thereof.K. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same agreement.ARTICLE 8. ARBITRATION: If either party shall make a written request to the other party for arbitration of any dispute with respect to this Agreement, or any other issue related thereto, the request shall be resolved in the London Court of International Arbitration and accordance with the then current Rules of the London Court of International Arbitration. Any decision or award resulting from such arbitration shall be final, binding and non-appealable.ARTICLE 9. GOVERNING LAW: The Agreement shall be deemed to be made and entered into pursuant to the laws of the United States of America and the laws of the State of Illinois. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed in accordance with the laws of the State of Illinois.ARTICLE 10. GOVERNMENT APPROVAL: Trademark Licensee shall, at its expense, obtain all approvals of this Agreement which are necessary for both its continued effectiveness and Trademark Licensee’s continued ability to remit payments to Trademark Licensor in U.S. currency free from all restrictions. Trademark Licensee and Trademark Licensor shall mutually cooperate in obtaining any such approvals.ARTICLE 11. GOVERNING LANGUAGE:The official language of this Agreement is English and the official version of the Agreement is the English version.* * * * *IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of .By:Title:By:Title:LICENSE IS GRANTED BY TOThis schedule supersedes all previous versions of Schedule A and forms part of the Trademark License Agreement between and . which became effective on . This version of Schedule A is effective on .By:Title:By:Title:LICENSE IS GRANTED BYThis schedule supersedes all previous versions of Schedule B and forms part of the Trademark License Agreement between and , which became effective on . This version of Schedule B is effective on .By:Title:By:Title:。
商标许可协议
商标许可协议（中英文对照）发表时间：2007-4-22 10:04:00 阅读次数:690 所属分类：法律英语此文系本人学习法律翻译之作，定有不成熟之处，如能赐教，不胜感激。
This Trademark License Agreement (this "Agreement") is made as of September 18, 20XX, by and between XXX Technologies Corporation, a Delaware corporation (the "Company") and YYY Corporation, a Delaware corporation ("YYY").本商标许可协议（“协议”）由特华达州XXX技术公司（“公司”）与特华达州YYY公司（“YYY”）于20xx年9月18日签订。
WHEREAS, YYY is the owner of the trademark and trade name and registrations and applications therefor in the forms set forth on Schedule Attached hereto (the "LICENSED TRADEMARK(s)").鉴于YYY是附件中所标明的商标标识、商标名称和商标注册申请的所有人。
（“许可商标”）WHEREAS, the Company designs, manufactures, markets and services networking and switching products for storage networks, data networks and telecommunications networks and services related tosuch products (the "COMPANYBUSINESS").鉴于，公司为仓储网络、数据网络和电讯网络和相关产品的服务提供设计、生产、推广、服务网络交换产品。
国际商标使用许可协议书
国际商标使用许可协议书国际商标使用许可协议书International Trademark License Agreement协议时间：20XX年XX月XX日Date of Agreement: XXth Month, XXth, 20XX一、签约方Party A: （许可方的注册名称、地址）(Registered Name and Address of Licensor)Party B: （被许可方的注册名称、地址）(Registered Name and Address of Licensee)二、背景Background1、许可方是一家在（许可方所在国家）注册并拥有注册商标（商标名称）的法律所有者。
Licensor is the legal owner of the registered trademark (Trademark Name) registered in (Country of Licensor).2、被许可方有意希望使用该商标，并同意在合理和有限的范围内使用它。
Licensee intends to use the said trademark and agrees to use it in a reasonable and limited manner.三、许可权License1、给予被许可方在（被许可方所在国家或地区）使用商标的权利。
Grant the Licensee the right to use the trademark in (Country or Region of Licensee).2、该许可仅适用于在（被许可方所在国家或地区）范围内的使用，不得向任何人或组织转让或再授予权限。
The license granted herein shall be applicable only for use within (Country or Region of Licensee) and shall not be transferred or sub-licensed to any other person or organization.四、商标使用原则Trademark Use Guidelines1、被许可方使用商标时，应确保准确地标明商标的来源，以免造成误导。
TrademarkLicense商标许可协议.doc
Trademark License商标许可协议-IV.1 AAA hereby represents and warrants to that to the best of AAA’s knowledge (i) the Licensed Mark and the Location Mark are valid and enforceable, (ii) the Licensed Mark and the Location Mark do not infringe upon any rights of any third parties, (iii) there is no claim, pending or threatened, relating to the Licensed Mark or the Location Mark, (iv) AAA has no commitment, whether express or implied, with any other person or entity which is in conflict with the terms, conditions and understandings contained in this Agreement and (v) AAA has all of the rights necessary to enter into this Agreement and to make the grants herein contained.IV.2 BBB agrees to use the Licensed Mark only in the form and manner and with appropriate legends as prescribed in writing from time to time by AAA, and not to use any other trademark, word, symbol or device in combination with said Licensed Mark without the prior written approval of AAA. BBB agrees it will not alter, modify, dilute or otherwise misuse any of AAA’s Trademarks.IV.3 BBB agrees that upon request it shall cause to appear on or in connection with its services any reasonable trademark notices as AAA may from time to time, upon reasonable notice, designate.IV.4 BBB hereby ackn owledges AAA’s ownership of the Trademarks, the Licensed Mark and the Location Mark and BBB agrees that it will do nothing inconsistent with such ownership. Any and all use of the Licensed Mark or any other Trademark by BBB shall inure solely and exclusively to the benefit of AAA. BBB agrees that it shall not apply for registration or seek to obtain ownership of any AAA Trademark, including the Licensed Mark and, Location Mark, in any nation. Further, BBB agrees that neither now, nor at any time in the future, will BBB, its parent corporations, subsidiaries, or affiliates, challenge or assist in any challenge to AAA’s ownership rights in AAA’s Trademarks, including the Licensed Mark and Location Mark.IV.5 BBB agrees it will use the Licensed Mark only in a fashion authorized by this Agreement and will comply with all appropriate local and national laws in the United States. BBB further agrees that any use of the Trademarks by BBB will conform with the rules governing the use of the Trademarks issued by AAA and its affiliates, including specifically using the membership mark REALTOR(R) only where the context of use will clearly express the meaning of the term REALTOR4(R) as an indicator of membership in AAA.IV.6 BBB recognizes goodwill associated with the LicensedMark and acknowledges that said goodwill belongs to AAA, and that any goodwill associated with use of the Licensed Mark pursuant to this Agreement shall inure to the benefit of AAA.IV.7 AAA agrees that it shall be responsible for maintaining the validity of the Licensed Mark and all registrations thereon in the United States. AAA further agrees that upon BBB’s request, and in consultation with BBB, it will take reasonable steps to protect the Licensed Mark in those foreign countries where BBB can demonstrate it needs such protection in furtherance of its business operations, provided that any and all expenses incurred by AAA in connection with such activities which are undertaken at the request of BBB shall be paid equally by BBB and AAA.。
全面版的商标许可协议英文版
全面版的商标许可协议英文版Comprehensive Trademark License AgreementThis document serves as a comprehensive agreement between [Licensor], the owner of the trademark [Trademark], and [Licensee], the party seeking to obtain a license to use the trademark.Parties Involved1. Licensor: [Name of Licensor]2. Licensee: [Name of Licensee]Terms of Agreement1. Grant of License: Licensor hereby grants Licensee a non-exclusive license to use the trademark [Trademark] in connection with [Description of Products/Services]. This license is subject to the terms and conditions outlined in this agreement.2. Term: The term of this agreement shall be [Duration], unless terminated earlier as provided for in this agreement.3. Usage Guidelines: Licensee agrees to use the trademark [Trademark] in accordance with the usage guidelines provided by Licensor. Any unauthorized use of the trademark shall constitute a breach of this agreement.4. Royalties: Licensee shall pay Licensor a royalty fee of [Amount or Percentage] for the use of the trademark. Payment shall be made [Payment Schedule].5. Quality Control: Licensee agrees to maintain the quality standards set by Licensor in the use of the trademark. Licensor reserves the right to inspect the quality of products/services bearing the trademark.6. Indemnification: Licensee shall indemnify and hold Licensor harmless from any claims or damages arising from the unauthorized use of the trademark by Licensee.7. Termination: This agreement may be terminated by either party upon [Notice Period] written notice if the other party breaches any provision of this agreement.8. Governing Law: This agreement shall be governed by the laws of [Jurisdiction].Both parties acknowledge that they have read and understood the terms of this agreement and agree to be bound by them.IN WITNESS WHEREOF, the parties have executed this agreement as of the Effective Date.Licensor: [Signature]Licensee: [Signature]。
商标使用许可协议-trademark-license-agreement(odm)-rev.教学内容
TRADEMARK LICENSING AGREEMENT商标使用许可协议Licensor:许可方:Licensee: Guangdong Xinbao Electrical Appliances Holdings Co., Ltd被许可方: 广东新宝电器股份有限公司Whereas Licensor owns certain valuable registered trademarks; and Licensee need to utilize the trademark upon and in connection with the manufacture, sale and distribution of the Contract Products in ODM processing for Licensor and its assigned parties; Both parties authorized representatives, through friendly negotiation, agree to enter into this Contract under the terms as stipulated below.鉴于许可方拥有一定价值并经注册的商标，且被许可方需要在为许可方及许可方授权方进行ODM贴牌代工和向许可方及许可方授权方出口ODM产品时使用该商标，双方授权代表经友好协商，达成如下协议:1.License Grant 使用许可1.1The Licensee agree to obtain from Licensor, and Licensor agree to grant Licensee the right to utilizethe Registered Trademark in Appendix 1 solely and only upon and in connection with the manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties.被许可方同意从许可方取得，许可方同意向被许可方授予单独使用附件1所指的注册商标的权利，且只在为许可方进行ODM贴牌代工和向许可方及许可方授权主体出口ODM产品时使用。
商标许可合同 trademark agreement
商标许可合同(中英文)TRADEMARK LICENSING CONTRACT签约时间：Signing Date:__________签约地点：Signing Place __________合同编号Contract No:_：__________中国____________________（以下简称“接受方”）为一方，_______国____________公司（以下简称“许可方”）为另一方：鉴于许可方拥有一定价值并经注册的商标；鉴于接受方希望在制造、出售、分销产品时使用这一商标；双方授权代表通过友好协商，同意就以下条款签订本合同。
This Contract is made between Company_________ Country _________ (hereinafter referred to as“Licensee” and _______ Company _______Country, (hereinafter referred to as“Licensor”.Whereas Licensor owns c ertain valuable registered trademarks;Whereas Licensee hope to utilize the trademark upon and in connection with the manufacture, sale and distribution of the Contract Products; Both parties authorized representatives, through friendly negotiation, agree to enter into this Contract under the terms as stipulated below.第一条定义Section 1 Definitions1.1 “注册商标”---是指本合同附件一所指的在中华人民共和国商标局注册登记的商标，该注册商标的编号为_________。
商标许可证书(中英文版)
商标许可证书(中英文版)Trademark License Certificate本证书确认[甲方名称]（以下简称“甲方”）是商标[商标名称]的持有人，拥有该商标的使用权，且有权授权给[乙方名称]（以下简称“乙方”）使用该商标。
This certificate hereby confirms that [Party A Name] (hereinafter referred to as the "Licensor") is the owner of the trademark [Trademark Name] and possesses the right to use the said trademark. The Licensor is entitled to grant the license to [Party B Name] (hereinafter referred to as the "Licensee") for the use of the trademark.特此证明，甲方同意授予乙方对商标[商标名称]的非独占使用权，使用范围为[使用范围]，使用期限为[使用期限]。
乙方在使用该商标时，应严格遵守相关法律法规，并在使用的产品、服务或商业活动中维护商标的正当权益。
乙方在使用商标期间，不得转让、许可其他第三方使用该商标，也不得将商标用于任何损害商标权益或违反公序良俗的活动。
甲方在商标授权期间享有对商标的监督和管理权，并保留进一步要求乙方终止使用商标的权力，如乙方违反本协议的约定。
During the period of using the trademark, the Licensee shall not transfer or grant permission for any third party to use the trademark, nor shall they use the trademark for any activities that may harm the rights and interests of the trademark or violate public order and good morals. The Licensor retains the right to supervise and manage the trademark during the period of trademark authorization and reserves the right to request the Licensee to cease using the trademark if the Licensee violates the provisions of this agreement.甲方保证其有权将商标授权给乙方，并保证所授权商标的使用不侵犯第三方的合法权益。
商标许可协议 英文
商标许可协议 (Trademark License Agreement)一、背景和目的本商标许可协议（以下简称“协议”）由甲方（以下简称“许可人”）和乙方（以下简称“被许可人”）共同订立，旨在规范被许可人对许可人的商标的使用权。
本协议的目的是确保商标在被许可人的使用范围内获得合法保护，并保护许可人对商标的权益。
二、定义1.许可人（Licensor）：指商标的所有人，即授权被许可人使用其商标的一方。
2.被许可人（Licensee）：指经许可人许可使用商标的一方。
3.商标（Trademark）：指在指定商品或服务上使用的特定标识，包括但不限于商标名、商标图案、商标字体等。
三、许可范围1.许可人授权被许可人在合同期限内，在指定领域内使用商标。
2.被许可人在使用商标时，必须遵守许可人制定的商标使用规范。
3.被许可人在使用商标时，不得侵犯许可人的商标权益。
4.被许可人不得将商标转让、授权给第三方使用，除非获得许可人的书面同意。
四、权利和义务1.许可人的权利和义务：–许可人有权监督被许可人在使用商标时的合规情况。
–许可人有权收取许可使用商标的费用，包括但不限于授权费、使用费等。
–许可人有权对被许可人未经授权使用商标的行为采取法律措施，保护自身的商标权益。
–许可人有义务提供合规指导和培训，确保被许可人正确使用商标。
–许可人有义务定期检查和审计被许可人对商标的使用情况。
2.被许可人的权利和义务：–被许可人有权在合同范围内使用商标，获得商标使用权益。
–被许可人有义务按照许可人的商标使用规范使用商标，确保商标的合规使用。
–被许可人有义务按照约定的费用支付许可人的授权费、使用费等。
–被许可人有义务遵守相关法律法规，保护许可人的商标权益。
–被许可人有责任及时向许可人报告商标使用情况，并接受许可人的检查和审计。
五、保密条款1.双方同意对本协议的具体内容和商标使用情况保密，不得向任何第三方披露，除非经过双方事先书面同意或法律法规要求。
英语商标使用授权书
This Trademark License Agreement (the "Agreement") is made and entered into as of [Date], by and between [Licensor's Name], a [Jurisdiction] corporation (the "Licensor"), and [Licensee's Name], a [Jurisdiction] corporation (the "Licensee").WHEREAS, the Licensor is the owner of certain trademarks (the "Trademarks"), including but not limited to [Trademark 1], [Trademark 2], and [Trademark 3], which are registered and protected under the laws of [Jurisdiction];WHEREAS, the Licensee desires to use the Trademarks in connection with the sale and distribution of its products and services;NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:1. Grant of License: The Licensor hereby grants to the Licensee,effective as of the Effective Date, a non-exclusive, non-transferable, and royalty-free license to use the Trademarks in connection with the sale and distribution of the Licensee's products and services. The Licensee shall use the Trademarks in accordance with the guidelines and specifications provided by the Licensor.2. Scope of License: The Licensee shall have the right to use the Trademarks on packaging, advertising materials, promotional activities, and any other relevant marketing channels, subject to the following conditions:a. The Licensee shall not alter, modify, or change the Trademarks in any way without the prior written consent of the Licensor.b. The Licensee shall not use the Trademarks in a manner that may be confusing, misleading, or deceptive to consumers.c. The Licensee shall not use the Trademarks in a manner that may damage the reputation or goodwill associated with the Trademarks.3. Term of License: The license granted herein shall commence on the Effective Date and shall continue for a period of [Number of Years] fromthe Effective Date, unless terminated earlier in accordance with the provisions of this Agreement.4. Obligations of the Licensee:a. The Licensee shall promptly notify the Licensor of any infringement or unauthorized use of the Trademarks.b. The Licensee shall not assign, sublicense, or otherwise transfer the license granted herein without the prior written consent of the Licensor.c. The Licensee shall comply with all applicable laws, regulations, and guidelines related to the use of the Trademarks.5. Obligations of the Licensor:a. The Licensor shall provide the Licensee with any necessary guidelines and specifications for the use of the Trademarks.b. The Licensor shall assist the Licensee in enforcing the Trademarks against any infringement or unauthorized use.6. Indemnification:a. The Licensor shall indemnify and hold the Licensee harmless from any claims, damages, losses, or expenses arising out of the Licensor's breach of any warranty or representation made in this Agreement.b. The Licensee shall indemnify and hold the Licensor harmless from any claims, damages, losses, or expenses arising out of the Licensee's breach of any warranty or representation made in this Agreement.7. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].8. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof andsupersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral, of the parties.IN WITNESS WHEREOF, the parties hereto have executed this Trademark License Agreement as of the Effective Date.[Signature of Licensor][Name of Licensor][Title of Licensor][Date]。
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TRADEMARK LICENSE AGREEMENTTHIS TRADEMARK LICENSE AGREEMENT (the "Agreement") by and between , a corporation organized under the laws of , and , a company incorporated under the Laws of the The Peoples Republic of China, is made at , and is effective as of the day of .WITNESSETH THAT:WHEREAS, each party has expressed interest in obtaining a non-exclusive license to use trademarks, if any, owned now or in the future by the other party, and each party has expressed interest in granting such a license.NOW THEREFORE, in consideration of the foregoing and the mutual covenants of the parties hereinafter contained, the parties hereby agree as follows:ARTICLE 1. DEFINITIONS: Each of the following words or phrases shall bear the meaning set forth opposite it as follows:Net Selling Price: The amount actually billed to purchasers, after deducting (1) any federal, state, or local sales or other tax actually levied and paid on the basis of the sales price, (2) resale discounts, (3) returns or allowances, and (4) transportation and packing charges in excess of those charges normally and routinely incurred in transporting Products sold to the purchaser thereof.Products: Items set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Trademarks: Trademarks set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Improvements: Improvements to Technology or any other invention or intellectual property.ARTICLE 2. TRADEMARK LICENSE:A. Certain Trademarks used with Products produced by one party (the “TrademarkLicensee”) may be owned by the other party (the “Trademark Licensor”) hereto. In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, a non-exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Products made by the Trademark Licensee (the “Trademark License.”) The Trademark Licensee’s use of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.B. The Trademarks for which Trademark License is granted under Section 2.A. ofthis Agreement are listed in the attached Schedules A and B. The parties may revise Schedules A and B from time to time by mutual agreement, whereupon the revised Schedules A and B, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated on the revised Schedule A or B.C. The Trademark Licensor makes no representations or warranties with respect to the ability of the Trademark Licensee to use the Trademarks outside of the United States or The Peoples Republic of China or as to the possibility that such use outside the United States or The Peoples Republic of China might infringe or be alleged to infringe third party rights.D. To the extent feasible, the Trademark Licensee shall place applicable Trademarks on all Products it manufactures in whole or in part. The Trademark Licensee shall also place applicable Trademarks on all packaging and printed material that it produces or obtains related to any Product. Any Trademarks so used shall appear exactly as in the registration documents. Other trademarks, words, names, symbols or devices other than Trademarks shall not be used in conjunction with any Trademarks and may only be used separately therefrom following the Trademark Licensor's prior written consent to such use.E. The Trademark Licensee shall ensure that all uses of Trademarks on Products and on related packaging and Product literature shall conform to all standards of style, appearance, quality and usage set by the Trademark Licensor from time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensee's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or selling activity, such as advertising, promoting, distributing, or offering for sale any Product to which a Trademark is applicable, the Trademark Licensee shall notify the Trademark Licensor of its intent to initiate such activity and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of all relevant Trademark usages. The style, appearance, quality and usage of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Trademark occurs. Any such sample submitted by the Trademark Licensee and not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor, shall be deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, quality, or usage of the relevant Trademark without the prior written consent of the Trademark Licensor. In the event that the style, appearance, quality, or usage of any Trademark ceases or fails to conform to standards set by the Trademark Licensor or any requirement of law, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease all non-conforming uses thereof and shall destroy or remedy all non-conforming uses in its possession or control. All such failures to conform shall be deemed a breach of this Agreement by the Trademark Licensee.F. In order to preserve the integrity and value of the Trademarks involved, the Trademark Licensee shall ensure that all Products associated with a Trademark conform to all standards of style, appearance, performance and quality set by the Trademark Licensor from time to time. To this end, before manufacturing, marketing or selling of any such Product, the Trademark Licensee shall notify the Trademark Licensor and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of the relevant Product. The style, appearance, performance and quality of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Product occurs. Any such sample not disapproved by the Trademark Licensor within sixty (60) days after receipt by the Trademark Licensor shallbe deemed to have been approved. After the Trademark Licensor's approval or lack of disapproval pursuant to this Section, there shall be no substantive change to the style, appearance, performance and quality of the relevant Product without the prior written consent of the Trademark Licensor. In the event that the style, appearance, performance or quality of any Product associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensor's notice, the Trademark Licensee shall immediately cease the use of the Trademark in conjunction with such non-conforming Products in its possession or control. All such failures of Products to conform to standards set by the Trademark Licensor, where such Products are used in conjunction with a Trademark, shall be deemed a breach of this Agreement by the Trademark Licensee.G. The Trademark Licensor shall have the right, upon reasonable notice and duringnormal business hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensee's compliance with the style, appearance, and quality of the samples approved.H. The provisions of this Article 2 shall not apply to any Products purchased forresale by one party from the other. In such circumstances, the party purchasing the Product from the other party shall receive a non-exclusive, royalty-free right to use, in sales transaction documents such as quotations, acknowledgments, invoices, correspondence, etc., any Trademark associated with such Products. Any other use of any such Trademark shall be subject to approval of the party owning the Trademark.ARTICLE 3. FEE PAYMENTS:A. During the term of this Agreement, in consideration of the Trademark Licensegranted, the Trademark Licensee shall pay to the Trademark Licensor a fee of one percent (1%) of the Net Selling Price of all Products using the Trademark sold by the Trademark Licensee, exclusive of Products sold by the Trademark Licensee to the Trademark Licensor.B. All fees due under this Article 3 shall be paid on a quarterly basis. The fees shallbe remitted to the Trademark Licensor at its principal offices within sixty (60) days after the last day of each calendar quarter, based on the sales during the calendar quarter. Such remitted fees shall be in United States currency at the official exchange rate prevailing on the last day of the respective calendar quarter at the bank used by the owing party for its general commercial purposes.C. Upon request from one party (the "auditing party") and at least five (5) days priorwritten notice, the other party (the "audited party"), shall allow a certified public accountant designated by the auditing party to examine the audited party’s records relating to this Agreement for the sole purpose of auditing the quarterly statements described in Article 3 during the audited party’s normal business hours. In the event that such audit reveals that the audited party has paid the auditing party an amount less than the actual amount due to the auditing party, the audited party shall immediately pay to the auditing party the difference and shall reimburse the auditing party for the reasonable cost of the audit if such difference is greater than ten percent (10%) of the total amount of payments due to the auditing party for the applicable period.ARTICLE 4. TERM:A. Unless terminated sooner as provided in this Article 4, the Agreement shallcontinue in full force and effect for a period of five (5) years from December 3, 1999.This Agreement will automatically renew for one (1) year periods unless either party gives written notice of its election not to extend the term of this Agreement not less than thirty (30) days prior to the expiration of the expiring term.B. Each party shall have the right to terminate this Agreement for cause by givingwritten notice to the other party upon the happening of any of the following without need of a judicial declaration to the effect that:(1) a material breach by the other party of any term or condition of this Agreementand the failure to remedy such nonperformance or breach within thirty (30) daysafter receipt of notice thereof;(2) the submission to the terminating party by the other party of any fraudulentdocument or statement; or(3) an action by the government of either party which renders either party unable toperform its obligations under this Agreement.C. Upon any expiration or termination of this Agreement, all licenses, rights andobligations hereunder shall terminate. However, subject to the terms hereof, and solely during the six (6) month period after the date of such expiration or termination, the Licensee shall have the right to manufacture and sell any Products covered by the Trademark License which:(1) it is committed to sell under a valid and binding contract of sale made in theordinary course of business executed before the date of such expiration ortermination; or(2) can be manufactured from materials, parts, subassemblies and components eitherin its possession or to which it is entitled on or before the date of such expirationor termination.D. Termination of this Agreement shall not relieve the Trademark Licensee from itsliability for payment of fees on sales made hereunder with respect to the Trademark License from the other party prior to the date of such termination.E. Upon any expiration or termination of this Agreement:(1) The Trademark Licensee shall not hold itself out as being, or represent that it is, inany way authorized to use the Trademarks;(2) The Trademark Licensee shall not use any Trademark (unless otherwise permittedin Section 4.C, hereof); and(3) The Trademark Licensee shall transfer, assign and release to the TrademarkLicensor all rights, if any, in the Trademarks which may have accrued or arisen byoperation of the law.F. Neither party, by reason of the expiration or termination of this Agreement, shallbe liable to the other for loss of anticipated sales or prospective profits, or because of expenditures or investments, related to this Agreement.G. The failure at any time of either party to exercise its right to terminate thisAgreement as set forth in this Article 4 shall not constitute a waiver of that party's termination rights.ARTICLE 5. DISCLAIMER OF WARRANTY:Except as specified in this Agreement, each of the parties expressly disclaims all other warranties, express or implied, in connection with this Agreement, the trademarks including but not limited to the warranties of non-infringement.ARTICLE 6. LIMITATION OF LIABILITY:Neither party shall be liable to the other party or any third party for any direct damages in excess of the aggregate fees paid to such party by the other party in the preceding twelve(12) months arising from any claim relating to this Agreement or for any special,consequential, exemplary or incidental damages (including lost profits) arising from any claim relating to this Agreement, resulting from the use of, or inability to use, the Trademarks, whether the claim for such damages is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of it is advised of the possibility or likelihood of same. Each of the parties acknowledges and agrees that such amount is reasonable in light of anticipated harm which may arise from such claims and that the retention of such amount by it or the payment of such amount by the other party shall not be deemed or alleged by it to fail of its essential purpose.ARTICLE 7. GENERAL PROVISIONS:A. The language used in this Agreement shall be deemed to be language chosen byboth parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.B. The failure or delay by either party in exercising any right hereunder shall notoperate as, or be deemed a waiver, of such right or any other right hereunder.C. All notices, demands, requests, responses, or other communications contemplatedherein or required or permitted to be given hereunder shall be in writing and shall be deemed to be given as of the opening of business on the business day after such writing is transmitted by facsimile or electronically to the attention of a duly authorized officer of the other party.D. If any provision of this Agreement is for any reason held or declared to be illegal,invalid, or unenforceable, such provision may be modified by a court of competentjurisdiction in compliance with the law to give effect to the intent of the parties to the fullest extent possible. All other provisions herein shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid, or unenforceable provision had not been contained herein.E. Sections 4. C., 4.D., 4.E., 7.A, 7.I., and Articles 5, 6 and 9 shall survive thetermination or expiration of this Agreement for any reason.F. Headings in this Agreement are for identification purposes only and shall notaffect the interpretations of this Agreement or any part hereof.G. The singular or any word, phrase, or clause contained in this Agreement shall beconstrued as the equivalent of the plural and the plural shall be construed as the equivalent of the singular.H. The Agreement shall inure to the benefit of and be binding upon the successorsand assigns of both parties hereto. Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement, whether by merger, operation of law, assignment, change of management, purchase or otherwise of all or substantially all of the business of such party related to the Products except with the prior written consent of the other party.I. The Trademark Licensee shall execute and deliver such other documents and totake all such actions as the Trademark Licensor, its successors, assigns or other legal representatives may reasonably request to effect the terms of this Agreement and the execution and delivery of any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required.J. The Trademark Licensee shall comply with all applicable laws, rules, regulations and orders of the United States and of The Peoples Republic of China, and all jurisdictions and any agency or court thereof.K. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same agreement.ARTICLE 8. ARBITRATION: If either party shall make a written request to the other party for arbitration of any dispute with respect to this Agreement, or any other issue related thereto, the request shall be resolved in the London Court of International Arbitration and accordance with the then current Rules of the London Court of International Arbitration. Any decision or award resulting from such arbitration shall be final, binding and non-appealable.ARTICLE 9. GOVERNING LAW: The Agreement shall be deemed to be made and entered into pursuant to the laws of the United States of America and the laws of the State of Illinois. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed in accordance with the laws of the State of Illinois.ARTICLE 10. GOVERNMENT APPROVAL: Trademark Licensee shall, at its expense, obtain all approvals of this Agreement which are necessary for both its continued effectiveness and Trademark Licensee’s continued ability to remit payments to Trademark Licensor in U.S. currency free from all restrictions. Trademark Licensee and Trademark Licensor shall mutually cooperate in obtaining any such approvals.ARTICLE 11. GOVERNING LANGUAGE:The official language of this Agreement is English and the official version of the Agreement is the English version.* * * * *IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of .By:Title:By:Title:LICENSE IS GRANTED BY TOThis schedule supersedes all previous versions of Schedule A and forms part of the Trademark License Agreement between and . which became effective on . This version of Schedule A is effective on .By:Title:By:Title:LICENSE IS GRANTED BYThis schedule supersedes all previous versions of Schedule B and forms part of the Trademark License Agreement between and , which became effective on . This version of Schedule B is effective on .By:Title:By:Title:。