Sample Licensing Agreement

The licensing agreement details the way the licensor and licensee will interact during the term of the agreement.  As the agreement originates with the licensor and must protect the licensor's brand, it tends to be one-sided with the licensor having the final say in most areas. A typical licensing agreement’s Standard Terms & Conditions will include the following sections:

Table of Contents:

· Signature page
· Definitions
· Quality Control
· Approvals
· Royalty Payments
· Record Keeping and Audits
· Trademark Rights
· Termination
· Representations and Warranties
· Indemnification
· Manufacturing
· Governing Law

In addition, most licensing agreements include addendums to the contract that detail the Deal Terms of the Agreement (Covered in “Standard Licensing Deal Terms – Get familiar with the legal lingo”), Royalty Reporting requirements, a Manufacturer's Authorization Agreement and Product Specifications for the categories authorized in the Licensing Agreement.

In this module we will provide you with a sample licensing agreement and walk you through each of the sections and explain in business terms what is being covered in that section. In addition, we will highlight those sections of the contract that are important and should be paid close attention to. We will discuss the impact of the language on your financial obligations as well as actions a licensee must take in order to stay compliant with (not breach) the agreement.

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Licensing Brands, Inc. are not lawyers and in no case are we offering legal advice regarding a licensing agreement. However, we do know several competent law firms and would be happy to direct you to them when you are ready to draft you own agreement.

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