In the International Trademark License Agreement (www.globalnegotiator.com) the owner of a registered trademark gives permission to another company, located in a different country, to manufacture and sell products under this trademark.

1. INTERNATIONAL TRADEMARK LICENSE AGREEMENT
1. Definition
2. Parties to the Contract
3. Main clauses
3.1 Grant of License
3.2 Manufacture of Licensed Products
3.3 Sale and marketing of Licensed Products
3.4 Control of transactions
3.5 Payments
4. Law applicable
5. Model Contract
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2. In this agreement the owner (Licensor) of a registered trademark
gives permission to another company (Licensee), located in a
different country, to manufacture and sell products under this
trademark. The license is given for a certain range of products
(usually consumer and fashion products) for which the licensee
obtains an exclusivity in a defined territory (usually a country).
In exchange for the rights granted, the Licensee shall pay to the
Licensor a certain amount of money and a percentage (royalties)
calculated on the sales value of the products sold under license.
1. DEFINITION
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3. Usually both the Licensor and the Licensee are companies.
For each party, the following has to be included:
• Name of company, full address and nationality.
• Company type: public limited company, limited liability
company, etc.
• Name and position of company representative who signs
the agreement.
• Tax ID number of both parties.
2. PARTIES TO THE CONTRACT
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4. Some of the most important clauses in the International
Trademark License Agreement are as follows:
• Grant of License
• Manufacture of the Licensed Products
• Sale and marketing of the Licensed Products
• Corporate image, advertising and promotion
• Payments
3. MAIN CLAUSES AND SAMPLE
See sample of International Trademark License Agreement
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5. “Licensor hereby grants to Licensee, which accepts, upon the terms
and conditions set out in this Contract, the exclusive right to use the
Trademarks in connection with the Licensed Products in order to
produce, distribute, promote and sell the Licensed Products in the
Territory specified in the Annex of the present Contract.”
“Licensee is not entitled to sublicense the trademark, unless it has
received a prior written authorization to this effect from the Licensor.”
3.1 GRANT OF LICENSE
See sample of International Trademark License Agreement

6. 3.2 MANUFACTURE OF THE LICENSED PRODUCTS
“Licensee shall manufacture the Licensed Products itself in the place
of manufacture indicated when the approval of a Product is requested,
or have them manufactured by a third party approved in advance by
Licensor. Licensor agrees not to unreasonably refuse such authorization.”
“Licensor may require any additional information as to the manufacturing
process used and may at any time verify that the manufacture is carried
out in compliance with its current quality standards. Licensee must take all
reasonable steps to enable Licensor to access the production site and to
control the production process of the Licensed Products.”
See sample of International Trademark License Agreement

7. “Licensee is an independent contractor and shall sell the Licensed Products
in the Territory, in its own name and on its own behalf, undertaking the
marketing, delivery, invoicing, and any risk related to the distribution.
Licensee shall not act as an agent of the Licensor.”
“Licensee shall use all commercially reasonable efforts to distribute,
promote and sell the Licensed Products throughout the Territory, to
maintain a business for the Licensed Products that is substantial, constant
and expanding, and to promote the sale of the Licensed Products in the
Territory in accordance with the prestige of the Trademarks.”
3.3 SALE AND MARKETING OF THE LICENSED PRODUCTS
See sample of International Trademark License Agreement

8. “Licensee recognizes that compliance of the Licensed Products, their
advertising and their promotion with Licensor’s Corporate Image is
of substantial importance for Licensor. Licensor will keep Licensee
informed about its corporate image strategies, in order to permit
Licensee to conform its promotional action to any change. Changes to
such strategy will be implemented by Licensee after a reasonable time
from notice of such changes by the Licensor.”
3.4 CORPORATE IMAGE, ADVERTISING AND PROMOTION
See sample of International Trademark License Agreement

9. Licensee shall pay the Licensor the total amount of ................ [insert amount in numbers and
letters, specifying the currency], within 30 calendar days after signing this Contract.”
“Licensee shall pay, during the whole duration of this Contract, the Royalty of ...... % [insert
percentage] calculated on the Net Sales Value of the Licensed Products sold by Licensee.”
“The term “Net Sales Value”, relevant to the calculation of the Royalty, means the invoiced
sales value of the Licensed Products, sold, directly or indirectly, by the Licensee; such Net
Sales Value will not include, to the extent that they are evidenced in the invoice: (a) normal
sale discounts to the Licensee’s customers; (b) insurance, packaging and transportation
expenses of the Licensed Products; and (c) tax or duties paid by the Licensee on the sale of
the Licensed Products.”
3.5 PAYMENTS
See sample of International Trademark License Agreement

10. “The Royalty will be paid by Licensee to Licensor within 60 calendar days from the end of
each ............... [quarter, semester, year].”
“Independently from the quantity of Licensed Products sold, Licensee will pay to Licensor
the minimum amount of ................... [insert amount in numbers and letters, specifying the
currency] for each ............... [quarter, semester, year].”
“Within 30 calendar days from the end of each ................ [quarter, semester, year], Licensee
shall provide Licensor with a complete and detailed statement of the Royalty accrued in
the course of such period, indicating the Net Sales Value and the quantity of Licensed
Products sold. For the purpose of the above statement, Licensed Products shall be
considered to be sold when invoiced. Further, Licensee will provide the Licensor with all
additional information that it may reasonably require.”
“Licensor, through an independent auditing firm appointed by it, will have free access to
the accounts and any other document of Licensee, in order to check such information as is
necessary for verifying that the Royalty calculation made by Licensee is correct.”
3.5 PAYMENTS
See sample of International Trademark License Agreement

11. International Law standards are not applied to this type
of Contract.
The parties are free to submit any conflicts regarding the
agreement to International Arbitration or to the Laws of
the country of one of the parties. They will normally be
subject to the Laws of the Licensor´s country.
4. LAW APPLICABLE
See sample of International Trademark License Agreement

12. In order to obtain the model contract in Word format and
the user guide, click on:
International Trademark License Agreement
5. MODEL CONTRACT
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