TrademarkLicenseAgreement商标授权协议Word格式文档下载.docx

1、Effective date）, by and between DOG INTERNATIONAL（LICENSOR） , a corporation organized under the laws of , and JIAXING NEWCOMER LUGGAGE & BAGS MANUFACTURING CO.,LTD.,（Jiaxing）and its wholly owned subsidiary ZHEJIANG NEWCOMER BAGS MARKETING CO.,LTD.（Zhejiang） both are China limited liability corporati

2、ons with their principle place of business in Pinghu,Zhejiang,China.（LICENSEE） .WITNESSETH THAT: WHEREAS, DOG INTERNATIONAL possess certain rights with regard to the trade marks ROMEO GIGLI and GIGLI,（such trademarks are listed on Exhibit A attached hereto and incorporated herein by this reference,

3、and are herein after referred to individually as a Trademark and collectively as Trademarks. WHEREAS, LICENSOR has certain rights,including the rights to license, with respect to the Trademarks in connection with the Licensed Merchandise （as hereafter defined）, including the rights granted from MODA

4、 brand holding S.A. WHEREAS, each party has expressed interest in obtaining an exclusive license to use trademarks, if any, owned now or in the future by the other party, and each party has expressed interest in granting such a license. WHEREAS, LICENSEE desires to secure a limited license to us the

5、 Trademarks in connection with the design, manufacture and sale of certain merchandise , as more fully described hereafter,and LICENSOR is willing to grant such license, all upon the terms and conditions as hereafter set forth. NOW THEREFORE, in consideration of the foregoing and the mutual covenant

6、s of the parties hereinafter contained, the parties hereby agree as follows:ARTICLE 1. DEFINITIONS: Each of the following words or phrases shall bear the meaning set forth opposite it as follows:Net Selling Price: The amount actually billed to purchasers, after deducting （1） any federal, state, or l

7、ocal sales or other tax actually levied and paid on the basis of the sales price, （2） resale discounts, （3） returns or allowances, and （4） transportation and packing charges in excess of those charges normally and routinely incurred in transporting Products sold to the purchaser thereof.Merchandise:

8、 Items set forth on EXHIBIT B of this Agreement, as modified by the parties from time to time.Trademarks: Trademarks set forth on EXHIBIT Improvements: Improvements to Technology or any other invention or intellectual property.ARTICLE 2. TRADEMARK LICENSE: A. Certain Trademarks used with Products pr

9、oduced by one party （“LICENSEE”） may be owned by the other party （“LICENSOR”） hereto. In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, an exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor an

10、d which are used with Merchandise made by the Trademark Licensee （the “LICENSEE.”） The Trademark Licensees use of the Trademark Licensors Trademarks shall inure solely to the benefit of the Trademark Licensor. B. The Trademarks for which Trademark Licensee is granted under Section 2.A. of this Agree

11、ment are listed in the attached Exhibit A . The parties may revise Exhibit A from time to time by mutual agreement, whereupon the revised Exhibit A, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated

12、 on the revised Exhibit A. C. The Trademark Licensor makes no representations or warranties with respect to the ability of the Trademark Licensee to use the Trademarks outside of the United States or The Peoples Republic of China or as to the possibility that such use outside the United States or Th

13、e Peoples Republic of China might infringe or be alleged infrin D. To the extent feasible, the Trademark Licensee shall place applicable Trademarks on all Products it manufactures in whole or in part. The Trademark Licensee shall also place applicable Trademarks on all packaging and printed material

14、 that it produces or obtains related to any Product. Any Trademarks so used shall appear exactly as in the registration documents. Other trademarks, words, names, symbols or devices other than Trademarks shall not be used in conjunction with any Trademarks and may only be used separately therefrom f

15、ollowing the Trademark Licensors prior written consent to such use. E. The Trademark Licensee shall ensure that all uses of Trademarks on Products and on related packaging and Product literature shall conform to all standards of style, appearance, quality and usage set by the Trademark Licensor from

16、 time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensees or the Trademark Licensors status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or

17、selling activity, such as advertising, promoting, distributing, or offering for sale any Product to which a Trademark is applicable, the Trademark Licensee shall notify the Trademark Licensor of its intent to initiate such activity and shall afford the Trademark Licensor the reasonable opportunity t

18、o obtain a sample of all relevant Trademark usages. The style, appearance, quality and usage of such sample shall be subject to the approval of the Trademark Licensor before any marketing or selling activity concerning the relevant Trademark occurs. Any such sample submitted by the Trademark License

19、e and not disapproved by the Trademark Licensor within sixty （60） days after receipt by the Trademark Licensor, shall be deemed to have been approved. After the Trademark Licensors approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearanc

20、e, quality, or usage of the relevant Trademark without the prior written consent of the Trademark Licensor. In the event that the style, appearance, quality, or usage of any Trademark ceases or fails to conform to standards set by the Trademark Licensor or any requirement of law, upon the Trademark

21、Licensors notice, the Trademark Licensee shall immediately cease all non-conforming uses thereof and shall destroy or remedy all non-conforming uses in its possession or control. All such failures to conform shall be deemed a breach of this Agreement by the Trademark Licensee. F. In order to preserv

22、e the integrity and value of the Trademarks involved, the Trademark Licensee shall ensure that all Products associated with a Trademark conform to all standards of style, appearance, performance and quality set by the Trademark Licensor from time to time. To this end, before manufacturing, marketing

23、 or selling of any such Product, the Trademark Licensee shall notify the Trademark Licensor and shall afford the Trademark Licensor the reasonable opportunity to obtain a sample of the relevant Product. The style, appearance, performance and quality of such sample shall be subject to the approval of

24、 the Trademark Licensor before any marketing or selling activity concerning the relevant Product occurs. Any such sample not disapproved by the Trademark Licensor within sixty （60） days after receipt by the Trademark Licensor shall be deemed to have been approved. After the Trademark Licensors appro

25、val or lack of disapproval pursuant to this Section, there shall be no substantive change to the style, appearance, performance and quality of the relevant Product without the prior written consent of the Trademark Licensor. In the event that the style, appearance, performance or quality of any Prod

26、uct associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensors notice, the Trademark Licensee shall immediately cease the use of the Trademark in conjunction with such non-conforming Products in its possession or control. All such

27、failures of Products to conform to standards set by the Trademark Licensor, where such Products are used in conjunction with a Trademark, shall be deemed a breach of this Agreement by the Trademark Licensee. G. The Trademark Licensor shall have the right, upon reasonable notice and during normal bus

28、iness hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensees compliance with the style, appearance, and quality of the samples approved. H. The provisions of this Article 2 shall not apply to any

29、 Products purchased for resale by one party from the other. In such circumstances, the party purchasing the Product from the other party shall receive a non-exclusive, royalty-free right to use, in sales transaction documents such as quotations, acknowledgments, invoices, correspondence, etc., any T

30、rademark associated with such Products. Any other use of any such Trademark shall be subject to approval of the party owning the Trademark.ARTICLE 3. FEE PAYMENTS: A. During the term of this Agreement, in consideration of the Trademark License granted, the Trademark Licensee shall pay to the Tradema

31、rk Licensor a fee of one percent （1%） of the Net Selling Price of all Products using the Trademark sold by the Trademark Licensee, exclusive of Products sold by the Trademark Licensee to the Trademark Licensor. B. All fees due under this Article 3 shall be paid on a quarterly basis. The fees shall b

32、e remitted to the Trademark Licensor at its principal offices within sixty （60） days after the last day of each calendar quarter, based on the sales during the calendar quarter. Such remitted fees shall be in United States currency at the official exchange rate prevailing on the last day of the respective calendar quarter at the bank used by the owing party