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Intercompany Trademark License Agreement
"I need an Intercompany Trademark License Agreement governed by German law for our Munich-based parent company to license our global technology brand portfolio to our newly established subsidiary in Berlin, with implementation planned for March 2025."
1. Parties: Identification of the licensor and licensee entities, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship between the parties, and trademark ownership status
3. Definitions: Defined terms including Licensed Marks, Territory, Field of Use, Licensed Products/Services, Effective Date, etc.
4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and field of use restrictions
5. Quality Control: Standards for use of the Licensed Marks and licensor's right to monitor and control quality
6. Usage Guidelines: Specific requirements for trademark usage, including format, placement, and marking requirements
7. Term and Termination: Duration of the agreement and circumstances under which it may be terminated
8. Royalties and Payment Terms: Financial terms including royalty rates, calculation methods, and payment procedures
9. Maintenance and Protection: Obligations regarding trademark maintenance, protection, and enforcement
10. Representations and Warranties: Basic warranties regarding trademark ownership, right to license, and non-infringement
11. Record Keeping and Audit Rights: Requirements for maintaining records and allowing audits
12. Confidentiality: Protection of confidential information exchanged under the agreement
13. General Provisions: Standard clauses including governing law, jurisdiction, amendment process, and notices
1. Sublicensing Rights: Include when licensee may need to grant sublicenses to affiliates or third parties
2. Anti-Competition Provisions: Include specific provisions when licensing arrangement might raise competition law concerns
3. Tax Provisions: Detailed tax provisions when cross-border licensing requires specific tax treatment
4. Corporate Group Changes: Include when anticipating potential corporate restructuring or M&A activities
5. Marketing and Promotion: Include when agreement covers specific marketing requirements or restrictions
6. Technology Transfer: Include when trademark license is part of broader technology transfer arrangement
7. Local Registration: Include when local trademark registration or recordal of license is required
8. Export Control: Include for cross-border arrangements subject to export control regulations
1. Schedule 1 - Licensed Marks: Detailed list of licensed trademarks, including registration numbers and status
2. Schedule 2 - Territory: Detailed description of geographic territories covered by the license
3. Schedule 3 - Licensed Products/Services: Comprehensive list of products/services covered by the license
4. Schedule 4 - Quality Standards: Detailed quality control requirements and specifications
5. Schedule 5 - Style Guide: Detailed guidelines for trademark usage and brand standards
6. Schedule 6 - Royalty Calculation: Detailed methodology for calculating royalties and transfer pricing support
7. Appendix A - Form of Quality Control Report: Template for regular quality control reporting
8. Appendix B - Contact Details: List of key contacts for various aspects of agreement administration
Authors
Manufacturing
Consumer Goods
Technology
Pharmaceuticals
Retail
Automotive
Fashion and Luxury
Food and Beverage
Electronics
Software
Financial Services
Healthcare
Industrial Products
Media and Entertainment
Legal
Intellectual Property
Finance
Tax
Marketing
Brand Management
Compliance
Corporate Governance
Treasury
Commercial Operations
General Counsel
Head of Legal
Intellectual Property Counsel
Brand Protection Manager
Corporate Lawyer
Trademark Attorney
Legal Director
Chief Legal Officer
Licensing Manager
Tax Director
Transfer Pricing Manager
Chief Financial Officer
Brand Manager
Commercial Director
Corporate Secretary
Compliance Officer
Marketing Director
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