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License-Use Of Trademark-Secret Formula
LICENSE-USE OF TRADEMARK-SECRET FORMULA
This agreement is made on [date of agreement], between [company name of licensor], a corporation existing and is organized according to the laws of the State of [state of licensor] , with its headquarters located at [address of licensor], hereinafter referred to as licensor, and [company of licensee], a corporation existing and organized under the laws of the State of [state of licensee] , with its headquarters located at [address of licensee], hereinafter referred to as licensee.
RECITALS:
The licensor is in the business of producing and selling a preparation known as [name of product], and sold under, the trademark [trademark].
The preparation called [trademark] is manufactured by a secret process and formula owned by [name of owner], and lawfully known only to, licensor.
The licensor wishes to increase distribution, and sales of [trademark]. The manufacturer would like to be relieved of the promotion, distribution and sale of the above mentioned product, which the licensee is willing to perform.
Both parties agree to the following terms and conditions:
PART I.
DISCLOSURE OF SECRETS
The licensor agrees to disclose the secret method, formula and know-how to the manufacture of [trademark] to licensee so that licensee, can manufacture [trademark].
PART II.
EXCLUSIVE RIGHTS
The licensor gives permission to the licensee to have the exclusive right to manufacture and sell [trademark] throughout [region] in accordance with the secret method, formula and know-how.
PART III.
ASSIGNMENT OF TRADEMARK
A. The licensor will assign and transfer the right, title and interest to the trademark [trademark] and the good will connected with the trademark.
B. The licensee agrees that upon the termination of this agreement that all trademark rights and good will revert back to the licensor. The licensee further agrees that they will advertise and sell [trademark preparation] only under the trademark [trademark] and they will prominently display the trademark in a container that is suitable for sale.
PART IV.
CUSTOMERS
The licensor promises to supply the licensee with a file of all of their customers for [trademark] and all clinical reports and data that is useful in the sale of [trademark]. Upon termination of this agreement, licensee will promptly provide the licensor with the same data current up to the date of termination.
PART V.
LICENSE FEE
A. The licensee will pay a license fee of [ amount of fee] of the net selling price of each container of [trademark] or not less than [amount of cents] per container, whichever shall be greater.
B. The license fee will be based on the total net dollar sales and the total net number of containers shipped.
C. If [trademark] is sold in any other form or size than the present container size the license fee shall be negotiated between the licensor and the licensee to provide a license fee equivalent to that which it would receive if it were sold in the present size container.
PART VI.
ACCOUNTS
The licensee must maintain a complete and accurate account of all data required for the license fee. On or before the last day of [date], the licensee shall submit a statement in writing showing the amount of the license fee accruing during [time period], along with the payment.
PART VII.
INSPECTION OF BOOKS AND RECORDS
The licensor or authorized agent has the right to examine licensees books and records as may be necessary to determine their accuracy.
PART VIII.
MANUFACTURE AND SALE
The licensee shall use their best efforts to manufacture and sell [trademark]. The production, pricing and sales promotion of [trademark] shall be completely controlled by licensee.
PART IX.
MAINTENANCE OF SECRECY
[trademark] will be manufactured exclusively by [licensee] and they agree to not disclose to anyone,any and all information obtained or received relating to the preparation or manufacture of [trademark].
PART X.
IMPROVEMENTS BY LICENSEE
If the licensee makes improvements on the secret method, formula or know-how relating to [trademark], the improvements will remain secret and promptly disclosed to the licensor. The licensee will pay the same license fee as specified in Section Five of this agreement for any products made with the improvements.
PART XI.
TERMINATION
This agreement shall be subject to termination by either party on default of any part of this agreement. Termination will take effect if the default is not remedied within days.
PART XII.
TERM OF LICENSE
This agreement exists for [period of time] years, and is renewable for more years to licensee by giving written notice on or before [number of months] months prior to the expiration date.
PART XIII.
LICENSORS AGENT
The licensor will designate an agent to deal with all secret matters pertaining to [trademark] and will give a certified copy of such designation. The agent shall have the right to inspect anything relating to the manufacturing of each batch.
In witness whereof, the parties have executed this agreement at [location] on [date of agreement].
Signature Date
Signature Date