BRAND LICENSE AGREEMENT

This Brand License Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH BRAND LICENSE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE LICENSOR], having registered office at [INSERT THE ADDRESS OF THE LICENSOR] (hereinafter referred to as the “Licensor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE LICENSEE], having registered office at [INSERT THE ADDRESS OF THE LICENSEE] (hereinafter referred to as the “Licensee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Licensor” and the “Licensee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Licensor is the sole owner of the brand [BRAND NAME], including all associated trademarks, logos. The Licensor has full right, absolute power and lawful authority to sell, license and convey the same in the manner herein set forth;
2. Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Brand by Licensee in accordance with the terms and conditions of this Agreement.
3. The Licensor and Licensee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Licensor" refers to the owner of the Brand, who grants the license to the Licensee under this agreement.
   2. "Licensee" refers to the party receiving the license to use the Brand by the licensor.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN DAYS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERTT THE NUMBER OF DAYS WITHIN WHICH NOTICE OF TERMINATION SHALL BE GIVEN] days.
   3. If Licensee seeks bankruptcy, either voluntarily or involuntarily, Licensor may, at its sole discretion, terminate this Agreement. 
   4. If Licensee sells all of its assets to a third party, or otherwise cease to exist in its current form, Licensor, at its discretion, may immediately terminate this Agreement.
   5. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. GRANT OF LICENSE
   1. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferrable license to use the Brand in its project for the purpose of [INSERT THE PURPOSE OF LICENSE]. 
   2. The Licensee shall not sub-license, assign or transfer this license or rights granted herein to any third-party without the prior written approval of Licensor.
   3. Licensee hereby accepts such license and agrees that Licensee shall not use the Brand except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license it to others to use the Brand subject to any limitations set forth herein.
4. USE OF THE BRAND
   1. The Brand content subject to this agreement includes [INSERT THE TYPE OF CONTENT THAT ALIGNS WITH THE BRAND. EG; COLOUR, IMAGES, VIDEO, TAGLINE ETC]. The Licensee agrees to use the Brand only for the intended purpose and solely within the geographical boundaries of [INSERT THE TERRITORIAL JURISDICTION WITHIN WHICH LICENSEE AGREES TO USE THE BRAND]. The Licensee acknowledges and agrees that any use, making, selling, or distribution of the Brand outside of the specified territorial jurisdiction is strictly prohibited and constitutes a breach of this Agreement.
5. PAYMENT AND ROYALTY
   1. The Licensee shall pay a total sum of [INSERT AMOUNT THAT SHALL BE PAID BY LICENSEE TO LICENSOR] to the licensor before the execution of this agreement. The Licensee may provide a royalty of [INSERT PERCENT TO BE PROVIDED AS ROYALTY] from the use of Brand to the licensor on mutual agreement.
   2. The Licensee shall pay the amount in installments or one-time full payment as agreed upon by the parties. In case of the late payments the Licensee shall pay a penalty for [INSERT THE AMOUNT TO BE PAID BY LICENSEE AS LATE PAYMENT] to the Licensor.
   3. Failure of Licensee to make any payment required under this Agreement when such payment is due, shall, at Licensor’s option, terminate this Agreement. Licensor will provide written notice to Licensee of termination of this Agreement for failure to make a required payment, within thirty (30) days from the due date of the payment.
6. OWNERSHIP OF BRAND
   1. Licensee acknowledges that Licensor is the sole and exclusive owner of the Brand and associated trademark and logos. Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights of the Brand owned or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Brand other than the right to use the same in accordance with this Agreement.
7. REPRESNTATION AND WARRANTIES
   1. The Licensor represents and warrants that it is the sole and rightful owner of the Brand and has the full authority to grant the license to the Licensee as contemplated in this agreement. The Brand does not infringe upon the intellectual property rights of any third party and the Brand content is original and does not contain any defamatory, obscene or unlawful material.
   2. The Licensee represents and warrants that it will use the Brand and its content solely for the purposes authorized under this agreement and in compliance with all applicable laws and regulations.
   3. The Licensee acknowledges and agrees that it is responsible for the use and implementation of the Brand, and the Licensor shall not be liable for any damages, losses, or liabilities arising from the Licensee's use of the Brand beyond the scope of this agreement.
8. INDEPENDENT CONTRACTOR
   1. The Licensee acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the licensor. Nothing in this agreement shall be construed as creating a partnership, joint venture, agency, employer-employee, or any other similar relationship between the parties.
9. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
10. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
11. FORCE MAJEURE
    1. No failure or omission by the Licensor or the Licensee in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Licensor or the Licensee, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
12. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL APPLY]
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Licensor and Licensee. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
13. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
14. If to the Licensor: [INSERT THE EMAIL ID OR/AND ADDRESS OF LICENSOR]
15. If to the Licensee: [INSERT THE EMAIL ID OR/AND ADDRESS OF LICENSEE]
    1. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
16. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS WILL APPLY] then in force.
17. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
18. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Licensor

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF LICENSOR]

Signature:

Date: [INSERT THE DATE ON WHICH LICENSOR SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Licensee

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUHTORITY OF LICENSEE]

Signature: 

Date: [INSERT THE DATE ON WHICH LICENSEE SIGNS THE AGREEMENT]