Trademark License Agreement商标授权协议

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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]。

商标授权委托书范本英文版

Trademark License Authorization Letter[Date][Recipient's Name][Recipient's Address][City, State, Zip Code]Dear [Recipient's Name],I am writing to formally authorize [Licensee's Name] to act as my representative in all matters related to the trademark registration and licensing of [Trademark Name]. As the owner of the trademark, I hereby grant [Licensee's Name] the authority to enter into agreements, negotiate terms, and make decisions on my behalf regarding the use, distribution, and protection of the trademark.The purpose of this authorization is to allow [Licensee's Name] to manage and oversee the licensing of [Trademark Name] to third parties, ensuring that the trademark is used in accordance with the terms and conditions set forth in the licensing agreement. [Licensee's Name] is authorized to execute licensing agreements, issue cease and desist letters, and take any necessary legal action to enforce the rights of the trademark owner in relation to [Trademark Name].I understand and acknowledge that this authorization does not transfer ownership of the trademark to [Licensee's Name] and that I retain all rights to the trademark, including the right to revoke thisauthorization at any time. I also understand that [Licensee's Name] is acting as an agent and is not responsible for any liabilities or damages arising from the use or misuse of the trademark.I have provided [Licensee's Name] with all necessary information and documentation regarding the trademark, including any existing registration certificates, trademark specifications, and any relevant intellectual property laws and regulations. I will also ensure that [Licensee's Name] is kept informed of any changes or updates to the trademark registration and licensing status.I hereby affirm that the information provided in this authorization letter is accurate and complete to the best of my knowledge. I request that you acknowledge the receipt of this letter and confirm that you understand the terms and conditions of this authorization.Please feel free to contact me at [Your Contact Information] if you have any questions or concerns regarding this authorization.Sincerely,[Your Name][Your Address][City, State, Zip Code][Your Contact Information]。

TRADEMARKLICENSINGAGREEMENT-合同范本模板

TRADEMARKLICENSINGAGREEMENTagreement madethis ______day of ____________, between___________(hereinafter called ‘licensor’), and ________(hereinafter called ‘licensee’):witnessethwhereas licensor owns certain valuable registered trademarks and service marks, and owns and has merchandising rights to various other licensor properties as defined in paragraph 1 of the rider attached hereto and hereby made a part hereof (hereinafter called ‘name’), said name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields, and in promotional and advertising material in different businesses and being well known and recognized by the general public and associated in the public mind with licensor, and whereas licensee desires to utilize the name upon and in connection with the manufacture, sale and distribution of articles hereinafter described,now, therefore, in consideration of the mutual promises herein contained, it is here by agreed:1. grant of license(a) articlesupon the terms and conditions hereinafter set forth, licensor hereby grants to licensee as a related pany, and licensee hereby accepts the right, license and privilege of utilizing the name solely and only upon and in connection with the manufacture, sale and distribution of the following articles.(insert description)(b) territorythe license hereby granted extends only to ________________. licensee agrees that it will not make, or authorize, any use, direct or indirect, of the name in any other area, and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.(c) termthe term of the license hereby granted shall be effective on the _______day of ____________ and shall continue until the _______ day of __________, unless sooner terminated in accordance with the provisions hereof. the term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein, with the final renewal to expire on december 31st, ____________. at the end of each term, beginning with december 31st, ________________, this license shall be automatically renewed for a one year term expiring december 31st of the following year, unless either party hereto shall be given written notice to the contrary at least thirty (30) days prior to the expiration date.2. terms of payment(a) ratelicensee agrees to pay to licensor as royalty a sum equal to __________percent of all net sales by licensee or any of its affiliated,associated or subsidiary panies of the articles covered by this agreement. the term ‘net sales’ shall mean gross sales less quantity discounts and returns, but no deduction shall be made for cash or other discounts or uncollectible accounts. no costs incurred in the manufacture,sale, distribution or exploitation of the articles shall be deducted from any royalty payable by licensee. licensee agrees that in the event it should pay any other licensor a higher royalty or licensing rate or mission than that provided herein for the use of the name, than said higher rate shall automatically and immediately apply to this contract.(b) minimum royaltieslicensee agrees to pay to licensor a minimum royalty of___________dollars ($______) as a minimum guarantee against royalties to be paid to licensor during the first contract term, said minimum royalty to be paid on or before the last day of the initial term hereof. the advance sum of______________ dollars ($ __________) paid on the signing hereof shall be applied against such guarantee. no part of such minimum royaltyshall in any event be repayable to licensee.(c) periodic statementswithin _________ days after the initial shipment of the articles covered by this agreement, and promptly on the _________________ of each calendar __________ thereafter, licensee shall furnish to licensor plete and accurate statements certified to be accurate by licensee showing the number, description and gross sales price, itemized deductions from gross sales price and net sales price of the articles covered by thisagreement distributed and/or sold by licensee during the preceding calendar ____________, together with any returns made during the preceding calendar ___________ for this purpose, licensee shall use the statement form attached hereto, copies of which form may be obtained by licensee from licensor. such statements shall be furnished to licensor whether or not any of the articles have been sold during the preceding calendar____________.(d) royalty paymentsroyalties in excess of the aforementioned minimum royalty shall be due on the ___________ day of the ____________ following the calendar_____________ in which earned, and payment shall acpany the statements furnished as required above. the receipt or acceptance by licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder (or the cashing of any royalty checks paid hereunder) shall not preclude licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by licensee. payment shall be in_______________. domestic taxes payable in the licensed territory shall be payable by licensee.3. exclusivity(a) nothing in this agreement shall be construed to prevent licensor from granting any other licenses for the use of the name or from utilizingthe name in any manner whatsoever, except that licensor agrees that except as provided herein it will grant no other licenses for the territory to which this license extends effective during the term of thisagreement,for the use of the name in connection with the sale of the articles described in paragraph 1.(b) it is agreed that if licensor should convey an offer to licensee to purchase any of the articles listed in paragraph 1, in connection with a premium, giveaway or other promotional arrangement, licensee shall have_______ days within which to accept or reject such an offer. in the event that licensee fails to accept such offer within the specified _______days, licensor shall have the right to enter into the proposed premium,giveaway or promotional arrangement using the services of another manufacturer, provided, however, that in such event licensee shall have a three (3) day period within which to meet the best offer of such manufacturer for the production of such articles if the price of such manufacturer is higher than the price offered to licensee by agrees that it shall not, without the prior written consent of licensor, (i) offer the articles as a premium in connection with any other product or service, or (ii) sell or distribute the articles in connection with another product or service which product or service is a premium.4. good willlicensee recognizes the great value of the good will associated with the name, and acknowledges that the name and all rights therein and good will pertaining thereto belong exclusively to licensor, and that the name has a secondary meaning in the mind of the public.5 licensor’’s title and protection of licensor’’s rights(a) licensee agrees that it will not during the term of this agreement, or thereafter, attack the title or any rights of licensor in and to the name or attack the validity of this license. licensor hereby indemnifies licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by licensee of the name as authorized in this agreement, provided that prompt notice is given to licensor of any such claim or suit and provided, further, that licensor shall have the option to undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit is made without the prior written consent of licensor.(b) licensee agrees to assist licensor to the extent necessary in the procurement of any protection or to protect any of licensor’’s rights to the name, and licensor, if it so desires may mence or prosecute any claims or suits in its own name or in the name of licensee or join licensee as a party thereto. licensee shall notify licensor in writing of any infringements or imitations by others in the name on articles the same as or similar to those covered by this agreement which may e to licensee’’s attention, and licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. licensee shall not institute any suit or take any action on account of any such infringements or imitations without first obtaining the written consent of the licensor so to do.6. indemnification by licensee and product liability insurance licensee hereby indemnifies licensor and undertakes to defend licensee and/or licensor against and hold licensor harmless from any claims, suits,loss and damage arising out of any allegedly unauthorized use of any trademark, patent, process, idea, method or device by licensee in connection with the articles covered by this agreement or any otheralleged action by licensee and also from any claims, suits, loss and damage arising out of alleged defects in the articles. licensee agreesthat it will obtain, at its own expense, product liability insurance from a recognized insurance pany which has qualified to do business in____________, providing adequate protection (at least in the amount of_______) for licensor (as well for licensee) against any claims, suits,loss or damage arising out of any alleged defects in the articles. as proof of such insurance, a fully paid certificate of insurance naming licensor as an insured party will be submitted to licensor by licensee for licensor’’s prior approval before any article is distributed or sold, and at the latest within ______ days after the date first written above; any proposed change in certificates of insurance shall be submitted to licensor for its prior approval. licensor shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished licensor by licensee. as used in th e first 2 sentences of this paragraph6, ‘licensor’ shall also include the officers, directors, agents, andemployees of thelicensor, or any of its subsidiaries or affiliates, any person(s) the use of whose name may be licensed hereunder, the packageproducer and the cast of the radio and/or television program whose name may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees.7. quality of merchandiselicensee agrees that the articles covered by this agreement shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the name and the good will pertaining thereto, that such articles will be manufactured, sold and distributed inaccordance with all applicable federal, state and local laws, and that thesame shall not reflect adversely upon the good name of licensor or any ofits programs or the name. to this end licensee shall, before selling ordistributing any of the articles, furnish to licensor free of cost , for its written approval, a reasonable number of samples of each article, its cartons, containers and packing and wrappin g material. the quality anstyle of such articles as well as of any carton, container or packing or wrapping material shall be subject to the approval of licensor. any item submitted to licensor shall not be deemed approved unless and until the same shall be a proved by licensor in writing. after samples have been approved pursuant to this paragraph, licensee shall not depart there from in any material respect without licensor’’s prior written consent, andlicensor shall not withdraw its approval of the approved samples except on_______ days’’ prior written notice to licensee. from time to time afterlicensee has menced selling the articles and upon licensor’’s written request, licensee shall furnish without cost to licensor not more than additional random samples of each article being manufactured and sold by licensee hereunder, together with any cartons, containers and packing and wrapping material used in connection therewith.8. labeling(a) licensee agrees that it will cause to appear on or within each article sold by it under this license and on or within all advertising, promotional or display material bearing the name the notice ‘copyright(c)____________ (year)’ in connection with name properties (e) and (f) inrider, paragraph 1, and any other notice desired by licensor and, where such article or advertising, promotional or display material bears a trademark or service mark, appropriate statutory notice of registration or application for registration thereof. in the event that any article is marketed in a carton, container and/or packing or wrapping material bearing the name, such notice shall also appear upon the said carton,container and/or packing or wrapping material. each and every tag, label,imprint or other device containing any such notice and all advertising,promotional or display material bearing the name shall be submitted bylicensor for its written approval prior to use by licensee. approval bylicensor shall not constitute iver of licensor’’s rights or licensee’’sduties under any provision of this agreement.(b) licensee agrees to cooperate fully and in good faith with licensorfor the purpose of securing and preserving licensor’’s (or any grantor oflicensor’’s) rights in and to the name. in the event ther e has been noprevious registration of the name and/or articles and/or any materialrelating thereto, licensee shall, at licensor’’s request and expense,register such a copyright, trademark and/or service mark in theappropriate class in the name of licensor or, if licensor so requests, inlicensee’’s own name. however, it is agreed that nothing contained in thisagreement shall be construed as an assignment or grant to the licensee of any right, title or interest in or to the name, it being understood thatall rights relating thereto are reserved by licensor, except for thelicense hereunder to licensee of the right to use and utilize the name only as specifically and expressly provided in this agreement. licensee hereby agrees that at the termination or expiration of this agreement licensee will be deemed to have a signed, transferred and conveyed to licensor any rights, equities, good will, titles or otherrights in and to the name which may have been obtained by licensee or which may have vested in licensee in pursuance of any endeavors covered hereby, and that licensee will execute any instruments requested by licensor to acplish or confirm the foregoing. any such assignment, transfer or conveyance shall be without other consideration than the mutual covenants and considerations of this agreement.(c) licensee hereby agrees that its every use of such name shall inure to the benefit of licensor and that licensee shall not at any time acquire any rights in such name by virtue of any use it may make of such name.9. promotional material(a) in all cases where licensee desires artwork involving articles which are the subject of this license to be executed, the cost of such artwork and the time for the production thereof shall be borne by licensee. all artwork and designs involving the name, or any reproduction thereof, shall, notwithstanding their invention or use by licensee, be and remain the property of licensor and licensor shall be entitled to use the same and to license the use of the same by others.(b) licensor shall have the right, but shall not be under any obligation, to use the name and/or the name of licensee so as to give the name, licensee, licensor and/or licensor’’s programs full and favorable prominence and publicity. licensor shall not be under any obligation whatsoever to continue broadcasting any radio or television program or use the name or any person, character, symbol, design or likeness or visual representation thereof in any radio or television program.(c) licensee agrees not to offer for sale or advertise or publicize any of the articles licensed hereunder on radio or television without the prior written approval of licensor, which approval licensor may grant or withhold in its unfettered discretion.10. distribution(a) licensee agrees that during the term of this license it will diligently and continuously manufacture, distribute and sell the articles covered by this agreement and that it will make and maintain adequatearrangement for the distribution of the articles.(b) licensee shall not, without prior written consent of licensor,sell or distribute such articles to jobbers, wholesalers, distributors,retail stores or merchants whose sales or distribution are or will be made for publicity or promotional tie-in purposes, bination sales, premiums,giveaways, or similar methods of merchandising, or whose business methods are questionable.(c) licensee agrees to sell to licensor such quantities of the articles at as low a rate and on as good terms as licensee sells similar quantities of the articles to the general trade.11. recordslicensee agrees to keep accurate books of account and records covering all transactions relating to the license hereby granted, and licensor and its duly authorized representatives shall have the right at all reasonable hours of the day to an examination of said books of account and records and of all other documents and materials in the possession or under the control of licensee with respect to the subject matter and terms of this agreement, and shall have free and full access thereto for said purposes and for the purpose of making extracts therefrom. upon demand of licensor,licensee shall at its own expense furnish to licensor a detailed statement by an independent certified public accountant showing the number,description, gross sales price, itemized deductions from gross sales price and net sale price of the articles covered by this agreement distributed and/or sold by licensee to the date of licensor’’s demand. all books of account and records shall be kept available for at least __________ years aftr the termination of this license.12. bankruptcy, violation, etc.(a) if licensee shall not have menced in good faith to manufacture and distribute in substantial quantities all the articles listed in paragraph 1 within ________ months after the date of this agreement or if at any time thereafter in any calendar month licensee fails to sell any of the articles (or any class or category of the articles), licensor in addition to all other remedies available to it hereunder may terminate this license with respect to any articles or class or category thereofwhich have not been manufactured and distributed during such month, by giving written notice of termination to licensee. such notice shall be effective when mailed by licensor.in witness whereof, the parties have caused this instrument to be duly executed as of the day and year first above written.___________________, licensorby_________________title:__________________________________, licenseeby_________________title:_______________。

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。

国际商标许可合同范文通用版本4篇

国际商标许可合同范文通用版本4篇篇1国际商标许可合同范文通用版本国际商标许可合同Contract of International Trademark License甲方（Licensor）：Party A (Licensor):乙方（Licensee）：Party B (Licensee):鉴于：Whereas:1. 甲方是持有以下商标（以下简称“商标”）的合法所有权人，包括但不限于商标注册证书编号：___________；Party A is the legal owner of the following trademark(s) (hereinafter referred to as "Trademark"), including but not limited to trademark registration certificate number: ___________;2. 乙方有意向使用上述商标以从事商标授权许可的活动；Party B is willing to use the above-mentioned trademark for the purpose of engaging in trademark licensing activities;双方经友好协商，一致达成如下协议：Both parties have reached consensus through friendly negotiation, and hereby agree on the following:第一条商标授权范围Article 1 Scope of Trademark License1.1 甲方同意授权乙方在_____地区/国家（具体范围）使用商标，并授权乙方使用商标的时间为______年/月；Party A agrees to license Party B to use the Trademark in the region/country of _____ (specific scope), and the duration of the license will be _____ years/months;1.2 乙方享有使用商标的排他性权利，保证在授权范围内，不再向其他单位或个人授权使用商标；Party B has the exclusive right to use the Trademark and guarantees not to grant the use of the Trademark to any other entity or individual within the authorized scope;1.3 乙方未经甲方许可，不得将商标转让或转许给其他单位或个人。

美国商标授权许可合同范本

美国商标授权许可合同范本合同编号：_____________甲方（授权方）：_____________地址：_____________联系方式：_____________乙方（被授权方）：_____________地址：_____________联系方式：_____________鉴于甲方是注册商标“[商标名称]”的合法持有人，且乙方希望在特定条件下使用该商标，双方经友好协商，就商标授权许可事宜达成如下协议：第一条授权内容1.1 甲方授权乙方在本合同约定的范围内使用注册商标“[商标名称]”。

1.2 授权使用的商品或服务类别为：[具体类别]。

第二条授权区域2.1 乙方仅在[具体区域]内使用授权商标。

第三条授权期限3.1 本合同自[起始日期]起至[终止日期]止，有效期为[具体年限]年。

第四条授权费用及支付方式4.1 乙方应向甲方支付授权费用[金额]美元/年。

4.2 授权费用支付方式为：[具体支付方式]。

第五条商标使用规范5.1 乙方应严格按照甲方提供的商标使用规范使用商标。

5.2 乙方不得擅自改变商标的任何形式。

第六条商标维护6.1 甲方负责商标的注册和维护工作。

6.2 乙方应协助甲方进行商标的日常维护和保护。

第七条违约责任7.1 如乙方违反本合同任何条款，甲方有权立即终止合同，并要求乙方支付违约金[金额]美元。

7.2 如甲方违反本合同任何条款，乙方有权要求甲方赔偿相应损失。

第八条合同变更与终止8.1 任何对本合同的修改和补充均需双方书面同意。

8.2 如遇不可抗力因素，双方可协商终止本合同。

第九条争议解决9.1 因本合同引起的任何争议，双方应首先通过友好协商解决。

9.2 协商不成时，任何一方均可向甲方所在地的有管辖权的法院提起诉讼。

第十条其他10.1 本合同一式两份，甲乙双方各执一份，具有同等法律效力。

10.2 本合同自双方签字盖章之日起生效。

甲方代表（签字）：_____________日期：_____________乙方代表（签字）：_____________日期：_____________（注：以上内容为示例文本，具体合同条款需根据实际情况和法律要求进行调整和完善。

商标许可协议英文(Trademark License Agreement)

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TRADEMARK LICENSE AGREEMENTTHIS ROMEO GIGLI and GIGLI TRADEMARK LICENSE AGREEMENT (the "Agreement")is made and entered into on the day of December,2012(the "Effective date"), by and between DOG INTERNATIONAL("LICENSOR") , a corporation organized under the laws of , and JIAXING NEWCOMER LUGGAGE & BAGS MANUFACTURING CO.,LTD.,(Jiaxing)and its wholly owned subsidiary ZHEJIANG NEWCOMER BAGS MARKETING CO.,LTD.(Zhejiang) both are China limited liability corporations with their principle place of business in Pinghu,Zhejiang,China.("LICENSEE") .WITNESSETH THAT:WHEREAS, DOG INTERNATIONAL possess certain rights with regard to the trade marks ROMEO GIGLI and GIGLI,(such trademarks are listed on Exhibit "A" attached hereto and incorporated herein by this reference, and are herein after referred to individually as a "Trademark" and collectively as "Trademarks".WHEREAS, LICENSOR has certain rights,including the rights to license, with respect to the Trademarks in connection with the Licensed Merchandise (as hereafter defined), including the rights granted from MODA brand holding S.A.WHEREAS, each party has expressed interest in obtaining an 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.WHEREAS, LICENSEE desires to secure a limited license to us the Trademarks in connection with the design, manufacture and sale of certain merchandise , as more fully described hereafter,and LICENSOR is willing to grant such license, all upon the terms and conditions as hereafter set forth.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.Merchandise: Items set forth on EXHIBIT "B" of this Agreement, as modified by the parties from time to time.Trademarks: Trademarks set forth on EXHIBIT "A" 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 (“LICENSEE”)may be owned by the other party (“L ICENSOR”) hereto. In such c ases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, an exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Merchandise made by the Trademark Licensee (the “L ICENSEE.”) 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 Licensee is granted under Section 2.A. ofthis Agreement are listed in the attached Exhibit A . The parties may revise Exhibit A from time to time by mutual agreement, whereupon the revised Exhibit A, 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 Exhibit A.C. The Trademark Licensor makes no representations or warranties with respect tothe 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 infrinD. To the extent feasible, the Trademark Licensee shall place applicable Trademarkson 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 andon 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 itspossession 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, theTrademark 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 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 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,in any 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 writingis 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 competent jurisdiction 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:。