Corporate Merchandising Agreement

Hire a lawyer who has expertise in licensing agreements. These agreements are complicated and specific to the situation. Many lawyers know how to create a general contract, but they may not know the details of licensing agreements. An IP lawyer could be a good place to start. Exclusivity and territory. The licensee is granted the exclusive right to manufacture and sell the product in a specific territory. Licensor agrees not to allow anyone to sell the Product in this territory. This part of the agreement is usually associated with a clause. The agreement also addresses the licensee`s obligations. In addition to payment terms, these may include responsibility for enforcing violations or violations of piracy or a warranty by Licensee to make a good faith effort to sell the Licensed Products.

To learn more about merchandising license agreements, you can publish your legal requirements on the UpCounsel marketplace. UpCounsel only accepts the top 5% of lawyers on its website. UpCounsel`s lawyers come from law schools such as Harvard Law and Yale Law and have an average of 14 years of legal experience, including working with or on behalf of companies such as Google, Menlo Ventures and Airbnb. If someone has a franchise, there may be a license agreement, and there may be several types of licenses within the franchise. For example, a McDonald`s franchise could include licenses to use the McDonald`s logo on products and packaging, and another license to manufacture its patented processes or product ingredients. Manufacturing license agreements are actually similar to most licensing agreements that transfer intellectual property rights between the parties. However, there are some issues that should certainly be addressed in this type of agreement. These include: Each license agreement is unique, and these agreements vary depending on the type (copyright, trademark, patent, etc.). In general, you will find these sections in most license agreements: A commodity license agreement describes the conditions by which the owner of the intellectual property reads itself.3 min These agreements may or may not grant exclusive rights to the licensee and may have restrictions on geographic markets or the licensee`s right to sublicense. A merchandising agreement can cover a figure, mascot or logo that is easily recognizable to the public. It could also be used for software or other patented technology such as a manufacturing process.

These agreements may be exclusive or non-exclusive. A merchandising agreement allows you to determine the roles and responsibilities of both parties, including who retains the rights to the licensed item. You can define the geographies where the product will be sold, the duration of the term, and financial details such as royalties or payments per unit sold. You can also add quality control settings to ensure that new products match the snuff. Since there is always the potential for an argument, you should probably find a method of conflict resolution in advance. If you`re lucky enough to sell the rights to your creation, or if you have a good idea of new licensed memories or profitable use of a patented technology, a merchandising agreement will help you sort out the details. Alternate names for this document: Merchandising Agreement, Merchandise License Agreement The license agreement must include language that addresses the issue of ownership disputes. For example, what happens if someone refuses ownership of a trademark that you have licensed? Or what if someone plagiarizes the copyrighted work that is licensed? Both parties to the license agreement must agree on how to deal with these issues. If the licensee does not comply with its obligations, the licensor has the right to terminate the contract. However, this measure is usually avoided at all costs, as the termination of a merchandising license agreement can result in a loss of revenue and missed opportunities for the licensor to capitalize the property and the waste of an often significant investment on the part of the licensee. If you`re the owner of an intellectual property that you think could have value beyond its existing form, or a manufacturer who wants to take advantage of the popularity of someone`s intellectual property that you think might be the next big thing, entering into a merchandising license agreement with the right party could create a very lucrative deal.

This article is only a general overview of license agreements; It is not intended to be complete and should not be used to prepare a legal document. Using a template that you find on the Internet is dangerous because it cannot meet certain laws and your own situation. There are certainly benefits to licensing your company`s assets, but be sure to consider these factors when creating a license agreement: the beginning and end of the agreement. Determine when the agreement is effective and when it ends. Describe the possibility of renegotiating and continuing the agreement at the end of the mandate. Specify the circumstances in which the agreement could end before the expiry of the term. What happens to the ownership of the product in the end (usually it is converted back into owner)? Establish the property first. If you sell or purchase a license for a product, make sure that ownership of that product is clearly stated in the agreement. Also, make sure that no one else is using the asset (for example. B, a trademark) and register the trademark or register a copyright. You don`t want to enter into a license agreement and then find out that someone else is questioning the ownership. Obligation of non-competition.

Licensor agrees not to allow anyone to compete with the License in the territory and period specified in the Agreement. Both the licensor and the licensee may benefit from the conclusion of a merchandising licence agreement. A license agreement is a commercial agreement between two parties. The licensor (the seller of the license) owns the asset to be licensed and the licensee (the buyer) pays for the right to use the license. Licensee shall pay royalties to the Owner in exchange for the right to sell the Product or use the Technology. Non-Disclosure Agreement. Both parties agree not to divulge any trade secrets. Sub-agreements. In the license agreement, as with other types of contracts, there may be sub-agreements. For example, Licensor may require a non-disclosure agreement to prevent Licensee from disclosing proprietary product features or processes to third parties. Licensee may require Licensor to sign a non-compete clause to prevent Licensor from breaching the Agreement by allowing someone else to sell the Product in Licensee`s Exclusive Territory.

Subsidiary licences. The licensee may be granted the right to allow another person to manufacture or sell his products or not. This depends on the specific terms of the license agreement. A commodity license agreement describes the terms under which the owner of the intellectual property, particularly in the form of a trademark, service mark, or copyright, grants a party designated as the licensee the right to use the property for distribution, marketing, and sale. This trait is most common in the form of a fictional character or mascot, a well-known logo, a movie, a TV show or a video game created by the owner. However, it can also be used to transfer rights to patent-protected software or manufacturing process. These agreements can vary in length and complexity and be as broad or restrictive as the owner of the property wishes. Issues addressed in a merchandising license agreement include the type of permitted rights covered by the license, the duration of the contract, and the terms of compensation and payment. In most cases, the owner of the goods identified as the licensor in an agreement will receive an initial payment and royalties at the time of signing the contract on the basis of a percentage of the sales of the goods during the entire period in which the contract is in force.

Do your due diligence before the agreement. Both parties should carefully check the other party. Review business loans and management resumes. Ask for annual financial statements. Visit the other company`s offices and production facilities. Try everything. Royalties can be paid in several ways, both depending on the sale of the property (for example. B, copyright): restrictions. What the licensee cannot do with the license. Perhaps the licensee cannot sell it below a certain price or sublicense it or use it in certain ways or on certain types of products.

Copyright licenses include the right to reproduce and sell the copyrighted asset, including derivative works (works based on the original work). The right to perform the work publicly may be licensed. For example, you can license the right to make a product from a patent you own or give someone the right to use one of your trade secrets, such as a process developed by your company. For a company that has a great product but isn`t able to make it, licensing is a great way to bring that product to market. .