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1. Parties: Identification of the Licensor and Licensee with full legal names and registered addresses
2. Background: Context of the agreement, including trademark ownership and intention to license
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Specific terms of the non-exclusive license, including scope and territory
5. Term and Termination: Duration of the agreement and circumstances for termination
6. License Fees and Payment Terms: Financial terms including royalties, payment schedule, and reporting requirements
7. Quality Control: Standards for trademark usage and quality control requirements
8. Use of the Trademark: Specific rules and restrictions regarding trademark usage
9. Representations and Warranties: Statements of fact and promises by both parties
10. Protection of the Trademark: Obligations regarding trademark protection and infringement
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Sub-licensing Rights: Include when licensee is permitted to sub-license the trademark to third parties
2. Marketing and Promotion: Include when specific marketing requirements or restrictions need to be detailed
3. Audit Rights: Include for complex commercial arrangements requiring detailed financial oversight
4. Insurance Requirements: Include when specific insurance coverage is required for trademark usage
5. Export Control: Include when trademark usage involves international trade
6. Dispute Resolution: Include when specific dispute resolution mechanisms beyond court jurisdiction are desired
7. Change of Control: Include when agreement needs to address ownership changes of either party
1. Schedule 1 - Licensed Trademarks: Detailed list of licensed trademarks including registration numbers and classes
2. Schedule 2 - Licensed Territory: Specific geographical areas where the license is valid
3. Schedule 3 - Approved Products/Services: List of products or services approved for trademark usage
4. Schedule 4 - Quality Control Standards: Detailed quality control requirements and specifications
5. Schedule 5 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
6. Appendix A - Trademark Usage Guidelines: Visual and technical guidelines for trademark usage
7. Appendix B - Approval Procedures: Procedures for obtaining approval for new uses of the trademark
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