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商标使用权许可协议5篇篇1本协议由以下双方签订：甲方（许可方）：[公司名称]，一家根据中华人民共和国法律成立的公司，注册地址位于[地址]，法定代表人为[姓名]。
乙方（被许可方）：[公司名称]，一家根据[国家名称]法律成立的公司，注册地址位于[地址]，法定代表人为[姓名]。
鉴于甲方是[商标名称]商标的合法所有者，乙方希望获得该商标的非独占使用权，以在[指定地域]内从事[指定商品/服务]的商业活动。
现双方经友好协商，达成如下协议：第一条定义1.1 “商标”：指[商标名称]商标，以及甲方拥有的所有相似或相关的商标。
1.2 “指定地域”：指[指定地域]。
1.3 “指定商品/服务”：指[指定商品/服务]。
1.4 “非独占使用权”：指乙方有权在指定地域内使用商标，但不得禁止甲方或其他方在相同或相似地域内使用相同或相似商标。
第二条商标使用权许可2.1 甲方同意向乙方提供商标的非独占使用权，以在指定地域内从事指定商品/服务的商业活动。
2.2 乙方可以在其生产、销售、宣传等商业活动中使用商标，但不得以任何方式损害甲方的商标权益。
2.3 乙方不得禁止甲方或其他方在相同或相似地域内使用相同或相似商标。
第三条商标使用权费用3.1 乙方应向甲方支付商标使用权费用，具体金额及支付方式如下：3.1.1 费用金额：乙方应支付给甲方商标使用权费用[费用金额]元人民币。
3.1.2 支付方式：乙方应在合同签订之日起[支付方式]日内，将商标使用权费用支付至甲方指定账户。
第四条商标使用权期限4.1 商标使用权期限自合同签订之日起，至[有效期]止。
期满后，如双方同意，可以续签合同。
第五条双方权利义务5.1 甲方应保证其商标的合法性和有效性，并承担因商标侵权等引起的法律责任。
5.2 乙方应合理使用商标，不得超出合同约定的范围，并承担因违反合同约定引起的法律责任。
5.3 双方应相互配合，维护商标的形象和价值。
第六条违约责任6.1 如一方违反合同约定，应承担相应的违约责任，包括但不限于赔偿损失、支付违约金等。
商标许可使用协议书Trademark license agreement甲方：___________________________乙方：___________________________签订日期：____ 年 ____ 月 ____ 日合同编号：XX-2020-01商标许可使用协议书前言：合同是民事主体之间设立、变更、终止民事法律关系的协议。
依法成立的合同，受法律保护。
本文档根据合同内容要求和特点展开说明，具有实践指导意义，便于学习和使用，本文档下载后内容可按需编辑修改及打印。
总部：_________。
加盟商（分部）：_________。
为了规范特许经营系统商标许可使用的行为，维护特许经营系统的形象和声誉，根据总部（分部）与分部（加盟商）于_________年_________月_________日达成的《特许经营合同》，对总部许可使用的商标达成如下协议：一、许可使用的商标总部许可分部（加盟商）使用的商标名称为：_________，商标注册号为：_________，商标注册时间为：_________年_________月_________日。
商标注册人的名称：_________。
商标注册人的地址：_________。
二、许可使用的方式总部授权加盟商在特许区域内，以独占（排他／普通）许可的方式使用本协议规定的商标。
三、许可使用的范围总部许可加盟商使用的商标限于_________商品种类（或服务的类别及名称），并按照总部指定的商品品种使用，且总部有权对使用的商品品种进行调整。
四、许可使用的地域总部许可加盟商使用商标的地域范围为《特许经营合同》所规定的特许经营区域，并应符合以下规定：（1）使用于加盟店的招牌、标志、物品及总部指定的商品品种；（2）商品销售的客户限于在特许区域内注册的企业或企业分支机构；五、许可使用的期限总部许可加盟商使用的商标，其许可使用期限按下列第_________项规定执行：（1）与特许经营合同的期限相同；（2）实施期限按照总部的通知执行；（3）限于在_________期限内使用。
商标许可使用协议注：本协议由甲方和乙方共同确认，双方均同意遵守以下条款和条件。
一、定义1.1 “商标”指甲方拥有并享有全部权益的商标。
商标的具体信息见附件一。
1.2 “许可使用”指甲方同意授权乙方在本协议有效期内使用商标的行为。
二、许可范围2.1 甲方同意授权乙方在本协议有效期内，在宣传、销售产品以及其他正当商业活动中使用商标。
2.2 乙方只能在甲方授权范围内使用商标，并且对商标的使用应当保持甲方的商誉和品牌形象。
2.3 乙方不得将商标进行任何形式的修改、转让或以其他方式让与给第三方。
三、许可费用3.1 乙方同意向甲方支付每年许可费用。
具体数额由甲方和乙方双方商定，见附件二。
3.2 甲方有权按约定的时间和方式收取许可费用。
四、商标保护4.1 为了保护商标的合法权益，乙方应当积极配合甲方对于商标的维权行动。
4.2 如乙方发现侵权行为，应当立即通知甲方，并提供必要的证据。
4.3 乙方不得为任何第三方进行商标维权行动，否则应当承担由此产生的全部法律责任。
五、保密条款5.1 双方同意在本协议有效期内和终止后不向任何第三方提供商标的商业机密信息。
5.2 乙方同意在本协议有效期内不得向任何第三方泄露商标的使用和许可费用等相关信息。
六、违约责任6.1 若乙方违反本协议条款，甲方有权要求乙方停止使用商标，并追究乙方的法律责任。
6.2 若甲方违反本协议条款，乙方有权向甲方提出索赔，并追究甲方的法律责任。
七、协议终止7.1 本协议有效期自协议签署之日起，有效期为五年。
7.2 若双方达成一致意见，可以在协议有效期届满前进行续签。
7.3 任何一方可以在提前一个月书面通知对方的情况下终止本协议。
八、其他约定8.1 本协议的任何修改、补充或解释，须经甲方和乙方的书面同意。
8.2 本协议一式两份，甲方和乙方各执一份，具有同等效力。
甲方：___________________ 乙方：___________________日期：___________________ 日期：___________________附件一：商标具体信息商标名称：___________________商标注册号：___________________商标申请日期：___________________商标有效期：___________________附件二：许可费用年度许可费用：___________________支付方式：___________________商标许可使用协议（二）甲方：（商标权利人全称）地址：（甲方地址）电话：（甲方电话）传真：（甲方传真）邮箱：（甲方邮箱）乙方：（商标使用人全称）地址：（乙方地址）电话：（乙方电话）传真：（乙方传真）邮箱：（乙方邮箱）鉴于：（甲方简要介绍）（乙方简要介绍）为了保护甲方的商标权益及明确双方权益，甲方与乙方就商标的许可使用事宜，达成如下协议：第一条定义1.1 商标：指甲方拥有并享有合法权益的商标。
TRADEMARK LICENSE AGREEMENTTHIS TRADEMARK LICENSE AGREEMENT (the "Agreement") by and between , a corporation organized under the laws of , and , a company incorporated under the Laws of the The Peoples Republic of China, is made at , and is effective as of the day of .WITNESSETH THAT:WHEREAS, each party has expressed interest in obtaining a non-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.NOW THEREFORE, in consideration of the foregoing and the mutual covenants 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 local 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.Products: Items set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Trademarks: Trademarks set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Improvements: Improvements to Technology or any other invention or intellectual property.ARTICLE 2. TRADEMARK LICENSE:A. Certain Trademarks used with Products produced by one party (the “TrademarkLicensee”) may be owned by the other party (the “Trademark Licensor”) hereto. In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, a non-exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Products made by the Trademark Licensee (the “Trademark License.”) The Trademark Licensee’s use of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.B. The Trademarks for which Trademark License is granted under Section 2.A. ofthis Agreement are listed in the attached Schedules A and B. The parties may revise Schedules A and B from time to time by mutual agreement, whereupon the revised Schedules A and B, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated on the revised Schedule A or B.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 The Peoples Republic of China might infringe or be alleged to infringe third party rights.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 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 following the Trademark Licensor's 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 time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensee's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or 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 to 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 Licensee 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 Licensor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, 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 Licensor's 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 preserve 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 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 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 shallbe deemed to have been approved. After the Trademark Licensor's approval 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 Product associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensor's 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 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 duringnormal business hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensee's compliance with the style, appearance, and quality of the samples approved.H. The provisions of this Article 2 shall not apply to any Products purchased forresale 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 Trademark 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 Licensegranted, the Trademark Licensee shall pay to the Trademark 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 shallbe 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 for its general commercial purposes.C. Upon request from one party (the "auditing party") and at least five (5) days priorwritten notice, the other party (the "audited party"), shall allow a certified public accountant designated by the auditing party to examine the audited party’s records relating to this Agreement for the sole purpose of auditing the quarterly statements described in Article 3 during the audited party’s normal business hours. In the event that such audit reveals that the audited party has paid the auditing party an amount less than the actual amount due to the auditing party, the audited party shall immediately pay to the auditing party the difference and shall reimburse the auditing party for the reasonable cost of the audit if such difference is greater than ten percent (10%) of the total amount of payments due to the auditing party for the applicable period.ARTICLE 4. TERM:A. Unless terminated sooner as provided in this Article 4, the Agreement shallcontinue in full force and effect for a period of five (5) years from December 3, 1999.This Agreement will automatically renew for one (1) year periods unless either party gives written notice of its election not to extend the term of this Agreement not less than thirty (30) days prior to the expiration of the expiring term.B. Each party shall have the right to terminate this Agreement for cause by givingwritten notice to the other party upon the happening of any of the following without need of a judicial declaration to the effect that:(1) a material breach by the other party of any term or condition of this Agreementand the failure to remedy such nonperformance or breach within thirty (30) daysafter receipt of notice thereof;(2) the submission to the terminating party by the other party of any fraudulentdocument or statement; or(3) an action by the government of either party which renders either party unable toperform its obligations under this Agreement.C. Upon any expiration or termination of this Agreement, all licenses, rights andobligations hereunder shall terminate. However, subject to the terms hereof, and solely during the six (6) month period after the date of such expiration or termination, the Licensee shall have the right to manufacture and sell any Products covered by the Trademark License which:(1) it is committed to sell under a valid and binding contract of sale made in theordinary course of business executed before the date of such expiration ortermination; or(2) can be manufactured from materials, parts, subassemblies and components eitherin its possession or to which it is entitled on or before the date of such expirationor termination.D. Termination of this Agreement shall not relieve the Trademark Licensee from itsliability for payment of fees on sales made hereunder with respect to the Trademark License from the other party prior to the date of such termination.E. Upon any expiration or termination of this Agreement:(1) The Trademark Licensee shall not hold itself out as being, or represent that it is, inany way authorized to use the Trademarks;(2) The Trademark Licensee shall not use any Trademark (unless otherwise permittedin Section 4.C, hereof); and(3) The Trademark Licensee shall transfer, assign and release to the TrademarkLicensor all rights, if any, in the Trademarks which may have accrued or arisen byoperation of the law.F. Neither party, by reason of the expiration or termination of this Agreement, shallbe liable to the other for loss of anticipated sales or prospective profits, or because of expenditures or investments, related to this Agreement.G. The failure at any time of either party to exercise its right to terminate thisAgreement as set forth in this Article 4 shall not constitute a waiver of that party's termination rights.ARTICLE 5. DISCLAIMER OF WARRANTY:Except as specified in this Agreement, each of the parties expressly disclaims all other warranties, express or implied, in connection with this Agreement, the trademarks including but not limited to the warranties of non-infringement.ARTICLE 6. LIMITATION OF LIABILITY:Neither party shall be liable to the other party or any third party for any direct damages in excess of the aggregate fees paid to such party by the other party in the preceding twelve(12) months arising from any claim relating to this Agreement or for any special,consequential, exemplary or incidental damages (including lost profits) arising from any claim relating to this Agreement, resulting from the use of, or inability to use, the Trademarks, whether the claim for such damages is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of it is advised of the possibility or likelihood of same. Each of the parties acknowledges and agrees that such amount is reasonable in light of anticipated harm which may arise from such claims and that the retention of such amount by it or the payment of such amount by the other party shall not be deemed or alleged by it to fail of its essential purpose.ARTICLE 7. GENERAL PROVISIONS:A. The language used in this Agreement shall be deemed to be language chosen byboth parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.B. The failure or delay by either party in exercising any right hereunder shall notoperate as, or be deemed a waiver, of such right or any other right hereunder.C. All notices, demands, requests, responses, or other communications contemplatedherein or required or permitted to be given hereunder shall be in writing and shall be deemed to be given as of the opening of business on the business day after such writing is transmitted by facsimile or electronically to the attention of a duly authorized officer of the other party.D. If any provision of this Agreement is for any reason held or declared to be illegal,invalid, or unenforceable, such provision may be modified by a court of competentjurisdiction in compliance with the law to give effect to the intent of the parties to the fullest extent possible. All other provisions herein shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid, or unenforceable provision had not been contained herein.E. Sections 4. C., 4.D., 4.E., 7.A, 7.I., and Articles 5, 6 and 9 shall survive thetermination or expiration of this Agreement for any reason.F. Headings in this Agreement are for identification purposes only and shall notaffect the interpretations of this Agreement or any part hereof.G. The singular or any word, phrase, or clause contained in this Agreement shall beconstrued as the equivalent of the plural and the plural shall be construed as the equivalent of the singular.H. The Agreement shall inure to the benefit of and be binding upon the successorsand assigns of both parties hereto. Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement, whether by merger, operation of law, assignment, change of management, purchase or otherwise of all or substantially all of the business of such party related to the Products except with the prior written consent of the other party.I. The Trademark Licensee shall execute and deliver such other documents and totake all such actions as the Trademark Licensor, its successors, assigns or other legal representatives may reasonably request to effect the terms of this Agreement and the execution and delivery of any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required.J. The Trademark Licensee shall comply with all applicable laws, rules, regulations and orders of the United States and of The Peoples Republic of China, and all jurisdictions and any agency or court thereof.K. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same agreement.ARTICLE 8. ARBITRATION: If either party shall make a written request to the other party for arbitration of any dispute with respect to this Agreement, or any other issue related thereto, the request shall be resolved in the London Court of International Arbitration and accordance with the then current Rules of the London Court of International Arbitration. Any decision or award resulting from such arbitration shall be final, binding and non-appealable.ARTICLE 9. GOVERNING LAW: The Agreement shall be deemed to be made and entered into pursuant to the laws of the United States of America and the laws of the State of Illinois. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed in accordance with the laws of the State of Illinois.ARTICLE 10. GOVERNMENT APPROVAL: Trademark Licensee shall, at its expense, obtain all approvals of this Agreement which are necessary for both its continued effectiveness and Trademark Licensee’s continued ability to remit payments to Trademark Licensor in U.S. currency free from all restrictions. Trademark Licensee and Trademark Licensor shall mutually cooperate in obtaining any such approvals.ARTICLE 11. GOVERNING LANGUAGE:The official language of this Agreement is English and the official version of the Agreement is the English version.* * * * *IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of .By:Title:By:Title:LICENSE IS GRANTED BY TOThis schedule supersedes all previous versions of Schedule A and forms part of the Trademark License Agreement between and . which became effective on . This version of Schedule A is effective on .By:Title:By:Title:LICENSE IS GRANTED BYThis schedule supersedes all previous versions of Schedule B and forms part of the Trademark License Agreement between and , which became effective on . This version of Schedule B is effective on .By:Title:By:Title:。
TRADEMARK LICENSING AGREEMENT商标使用许可协议Licensor:许可方:Licensee:被许可方:Whereas Licensor owns certain valuable registered trademarks; and Licensee need to utilize the trademark upon and in connection with the manufacture, sale and distribution of the Contract Products in ODM processing for Licensor and its assigned parties; Both parties authorized representatives, through friendly negotiation, agree to enter into this Contract under the terms as stipulated below.鉴于许可方拥有一定价值并经注册的商标，且被许可方需要在为许可方及许可方授权方进行ODM贴牌代工和向许可方及许可方授权方出口ODM产品时使用该商标，双方授权代表经友好协商，达成如下协议:一、License Grant 使用许可The Licensee agree to obtain from Licensor, and Licensor agree to grant Licensee the right to utilize the Registered Trademarkin Appendix 1 solely and only upon and in connection with the manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties.被许可方同意从许可方取得，许可方同意向被许可方授予单独使用附件1所指的注册商标的权利，且只在为许可方进行ODM贴牌代工和向许可方及许可方授权主体出口ODM产品时使用。
TRADEMARK LICENSING AGREEMENT商标使用许可协议Licensor:许可方:Licensee: Guangdong Xinbao Electrical Appliances Holdings Co., Ltd被许可方: 广东新宝电器股份有限公司Whereas Licensor owns certain valuable registered trademarks; and Licensee need to utilize the trademark upon and in connection with the manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties; Both parties authorized representatives, through friendly negotiation, agree to enter into this Contract under the terms as stipulated below.鉴于许可方拥有一定价值并经注册的商标，且被许可方需要在为许可方及许可方授权方进行OEM贴牌代工和向许可方及许可方授权方出口OEM产品时使用该商标，双方授权代表经友好协商，达成如下协议:1.License Grant 使用许可1.1The Licensee agree to obtain from Licensor, and Licensor agree to grant Licensee the right to utilizethe Registered Trademark in Appendix 1 solely and only upon and in connection with the manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties.被许可方同意从许可方取得，许可方同意向被许可方授予单独使用附件1所指的注册商标的权利，且只在为许可方进行OEM贴牌代工和向许可方及许可方授权主体出口OEM产品时使用。
TRADEMARK LICENSE AGREEMENTTHIS TRADEMARK LICENSE AGREEMENT (the "Agreement") by and between , a corporation organized under the laws of , and , a company incorporated under the Laws of the The Peoples Republic of China, is made at , and is effective as of the day of .WITNESSETH THAT:WHEREAS, each party has expressed interest in obtaining a non-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.NOW THEREFORE, in consideration of the foregoing and the mutual covenants 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 local 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.Products: Items set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Trademarks: Trademarks set forth on Schedules A and B of this Agreement, as modified by the parties from time to time.Improvements: Improvements to Technology or any other invention or intellectual property.ARTICLE 2. TRADEMARK LICENSE:A. Certain Trademarks used with Products produced by one party (the “TrademarkLicensee”) may be owned by the other party (the “Trademark Licensor”) hereto. In such cases, the Trademark Licensor shall grant to the Trademark Licensee, subject to the terms hereof, a non-exclusive right, license and authority to use the Trademarks which are owned by the Trademark Licensor and which are used with Products made by the Trademark Licensee (the “Trademark License.”) The Trademark Licensee’s use of the Trademark Licensor’s Trademarks shall inure solely to the benefit of the Trademark Licensor.B. The Trademarks for which Trademark License is granted under Section 2.A. ofthis Agreement are listed in the attached Schedules A and B. The parties may revise Schedules A and B from time to time by mutual agreement, whereupon the revised Schedules A and B, signed by the parties, shall become a part of this Agreement superseding all previous versions thereof and shall become effective on the date indicated on the revised Schedule A or B.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 The Peoples Republic of China might infringe or be alleged to infringe third party rights.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 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 following the Trademark Licensor's 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 time to time, and all requirements of the law, including any such requirements relating to legends setting forth either the Trademark Licensee's or the Trademark Licensor's status in relation to the Trademark or the fact that a Trademark is registered. To this end, before initiating any marketing or 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 to 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 Licensee 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 Licensor's approval or lack of disapproval, pursuant to this Section, there shall be no substantive change in the style, appearance, 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 Licensor's 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 preserve 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 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 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 shallbe deemed to have been approved. After the Trademark Licensor's approval 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 Product associated with a Trademark ceases or fails to conform to standards set by the Trademark Licensor, upon the Trademark Licensor's 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 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 duringnormal business hours, to inspect the premises of the Trademark Licensee, including manufacturing and packaging facilities and plants thereof to ensure the Trademark Licensee's compliance with the style, appearance, and quality of the samples approved.H. The provisions of this Article 2 shall not apply to any Products purchased forresale 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 Trademark 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 Licensegranted, the Trademark Licensee shall pay to the Trademark 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 shallbe 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 for its general commercial purposes.C. Upon request from one party (the "auditing party") and at least five (5) days priorwritten notice, the other party (the "audited party"), shall allow a certified public accountant designated by the auditing party to examine the audited party’s records relating to this Agreement for the sole purpose of auditing the quarterly statements described in Article 3 during the audited party’s normal business hours. In the event that such audit reveals that the audited party has paid the auditing party an amount less than the actual amount due to the auditing party, the audited party shall immediately pay to the auditing party the difference and shall reimburse the auditing party for the reasonable cost of the audit if such difference is greater than ten percent (10%) of the total amount of payments due to the auditing party for the applicable period.ARTICLE 4. TERM:A. Unless terminated sooner as provided in this Article 4, the Agreement shallcontinue in full force and effect for a period of five (5) years from December 3, 1999.This Agreement will automatically renew for one (1) year periods unless either party gives written notice of its election not to extend the term of this Agreement not less than thirty (30) days prior to the expiration of the expiring term.B. Each party shall have the right to terminate this Agreement for cause by givingwritten notice to the other party upon the happening of any of the following without need of a judicial declaration to the effect that:(1) a material breach by the other party of any term or condition of this Agreementand the failure to remedy such nonperformance or breach within thirty (30) daysafter receipt of notice thereof;(2) the submission to the terminating party by the other party of any fraudulentdocument or statement; or(3) an action by the government of either party which renders either party unable toperform its obligations under this Agreement.C. Upon any expiration or termination of this Agreement, all licenses, rights andobligations hereunder shall terminate. However, subject to the terms hereof, and solely during the six (6) month period after the date of such expiration or termination, the Licensee shall have the right to manufacture and sell any Products covered by the Trademark License which:(1) it is committed to sell under a valid and binding contract of sale made in theordinary course of business executed before the date of such expiration ortermination; or(2) can be manufactured from materials, parts, subassemblies and components eitherin its possession or to which it is entitled on or before the date of such expirationor termination.D. Termination of this Agreement shall not relieve the Trademark Licensee from itsliability for payment of fees on sales made hereunder with respect to the Trademark License from the other party prior to the date of such termination.E. Upon any expiration or termination of this Agreement:(1) The Trademark Licensee shall not hold itself out as being, or represent that it is, inany way authorized to use the Trademarks;(2) The Trademark Licensee shall not use any Trademark (unless otherwise permittedin Section 4.C, hereof); and(3) The Trademark Licensee shall transfer, assign and release to the TrademarkLicensor all rights, if any, in the Trademarks which may have accrued or arisen byoperation of the law.F. Neither party, by reason of the expiration or termination of this Agreement, shallbe liable to the other for loss of anticipated sales or prospective profits, or because of expenditures or investments, related to this Agreement.G. The failure at any time of either party to exercise its right to terminate thisAgreement as set forth in this Article 4 shall not constitute a waiver of that party's termination rights.ARTICLE 5. DISCLAIMER OF WARRANTY:Except as specified in this Agreement, each of the parties expressly disclaims all other warranties, express or implied, in connection with this Agreement, the trademarks including but not limited to the warranties of non-infringement.ARTICLE 6. LIMITATION OF LIABILITY:Neither party shall be liable to the other party or any third party for any direct damages in excess of the aggregate fees paid to such party by the other party in the preceding twelve(12) months arising from any claim relating to this Agreement or for any special,consequential, exemplary or incidental damages (including lost profits) arising from any claim relating to this Agreement, resulting from the use of, or inability to use, the Trademarks, whether the claim for such damages is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of it is advised of the possibility or likelihood of same. Each of the parties acknowledges and agrees that such amount is reasonable in light of anticipated harm which may arise from such claims and that the retention of such amount by it or the payment of such amount by the other party shall not be deemed or alleged by it to fail of its essential purpose.ARTICLE 7. GENERAL PROVISIONS:A. The language used in this Agreement shall be deemed to be language chosen byboth parties hereto to express their mutual intent, and no rule of strict construction against either party shall apply to any term or condition of this Agreement.B. The failure or delay by either party in exercising any right hereunder shall notoperate as, or be deemed a waiver, of such right or any other right hereunder.C. All notices, demands, requests, responses, or other communications contemplatedherein or required or permitted to be given hereunder shall be in writing and shall be deemed to be given as of the opening of business on the business day after such writing is transmitted by facsimile or electronically to the attention of a duly authorized officer of the other party.D. If any provision of this Agreement is for any reason held or declared to be illegal,invalid, or unenforceable, such provision may be modified by a court of competentjurisdiction in compliance with the law to give effect to the intent of the parties to the fullest extent possible. All other provisions herein shall remain in full force and effect and shall be construed in accordance with the modified provision as if such illegal, invalid, or unenforceable provision had not been contained herein.E. Sections 4. C., 4.D., 4.E., 7.A, 7.I., and Articles 5, 6 and 9 shall survive thetermination or expiration of this Agreement for any reason.F. Headings in this Agreement are for identification purposes only and shall notaffect the interpretations of this Agreement or any part hereof.G. The singular or any word, phrase, or clause contained in this Agreement shall beconstrued as the equivalent of the plural and the plural shall be construed as the equivalent of the singular.H. The Agreement shall inure to the benefit of and be binding upon the successorsand assigns of both parties hereto. Neither party shall have the right to assign or otherwise transfer its rights and obligations under this Agreement, whether by merger, operation of law, assignment, change of management, purchase or otherwise of all or substantially all of the business of such party related to the Products except with the prior written consent of the other party.I. The Trademark Licensee shall execute and deliver such other documents and totake all such actions as the Trademark Licensor, its successors, assigns or other legal representatives may reasonably request to effect the terms of this Agreement and the execution and delivery of any and all affidavits, testimonies, declarations, oaths, samples, exhibits, specimens and other documentation as may be reasonably required.J. The Trademark Licensee shall comply with all applicable laws, rules, regulations and orders of the United States and of The Peoples Republic of China, and all jurisdictions and any agency or court thereof.K. This Agreement may be executed in one or more counterparts, any one of which need not contain the signatures of more than one party, but all of which, taken together, shall constitute one and the same agreement.ARTICLE 8. ARBITRATION: If either party shall make a written request to the other party for arbitration of any dispute with respect to this Agreement, or any other issue related thereto, the request shall be resolved in the London Court of International Arbitration and accordance with the then current Rules of the London Court of International Arbitration. Any decision or award resulting from such arbitration shall be final, binding and non-appealable.ARTICLE 9. GOVERNING LAW: The Agreement shall be deemed to be made and entered into pursuant to the laws of the United States of America and the laws of the State of Illinois. In the event of any dispute hereunder, this Agreement shall be governed by and shall be construed in accordance with the laws of the State of Illinois.ARTICLE 10. GOVERNMENT APPROVAL: Trademark Licensee shall, at its expense, obtain all approvals of this Agreement which are necessary for both its continued effectiveness and Trademark Licensee’s continued ability to remit payments to Trademark Licensor in U.S. currency free from all restrictions. Trademark Licensee and Trademark Licensor shall mutually cooperate in obtaining any such approvals.ARTICLE 11. GOVERNING LANGUAGE:The official language of this Agreement is English and the official version of the Agreement is the English version.* * * * *IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of .By:Title:By:Title:LICENSE IS GRANTED BY TOThis schedule supersedes all previous versions of Schedule A and forms part of the Trademark License Agreement between and . which became effective on . This version of Schedule A is effective on .By:Title:By:Title:LICENSE IS GRANTED BYThis schedule supersedes all previous versions of Schedule B and forms part of the Trademark License Agreement between and , which became effective on . This version of Schedule B is effective on .By:Title:By:Title:。
商标使用许可协议书一、协议双方甲方：XXX公司（以下简称“甲方”）地址：XXX法定代表人：XXX乙方：XXX公司（以下简称“乙方”）地址：XXX法定代表人：XXX二、协议背景甲方是一家在XXX行业具有一定影响力的公司，拥有XXX商标（以下简称“商标”）的所有权。
乙方希望使用甲方的商标来推广和销售其产品，并向甲方申请商标使用许可。
三、协议内容1. 授权范围甲方同意将商标的非独占使用权授予乙方，乙方可以在其生产和销售的产品上使用商标，并在相关宣传材料、广告和包装上使用商标。
乙方不得将商标授权给第三方使用。
2. 使用期限本协议的有效期为X年，自协议签署之日起计算。
双方可协商续签。
3. 使用义务乙方在使用商标时，应确保其产品质量符合相关法律法规和行业标准，并不得损害商标的声誉和形象。
乙方应妥善保管商标，防止商标被盗用、伪造或滥用。
4. 使用费用乙方每年应向甲方支付商标使用费用，费用金额为XXX元。
支付方式为每年一次性支付，支付日期为协议签署之日起的每年X月X日。
5. 商标保护甲方保留对商标的监督和管理权，如发现乙方有违反协议约定的行为，甲方有权解除本协议并追究乙方的法律责任。
6. 保密条款双方同意在协议有效期内和协议终止后对协议内容和商业秘密进行保密，不得向任何第三方透露或泄露。
7. 协议终止本协议终止的情况包括：- 双方协商一致终止；- 甲方发现乙方有违反协议约定的行为；- 协议有效期届满，双方未达成续签协议。
四、协议生效与解释1. 本协议自双方签署之日起生效，并对双方具有约束力。
2. 本协议的解释、执行和争议解决均适用中华人民共和国法律。
3. 如本协议的任何条款被认定为无效或不可执行，不影响其他条款的效力。
4. 本协议一式两份，甲方和乙方各执一份，具有同等法律效力。
以上是商标使用许可协议书的标准格式文本，具体内容和数据可以根据实际情况进行调整和填写。
请注意，在实际使用中，建议寻求专业法律意见并确保协议的合法性和有效性。
国际商标使用许可协议书国际商标使用许可协议书International Trademark License Agreement协议时间：20XX年XX月XX日Date of Agreement: XXth Month, XXth, 20XX一、签约方Party A: （许可方的注册名称、地址）(Registered Name and Address of Licensor)Party B: （被许可方的注册名称、地址）(Registered Name and Address of Licensee)二、背景Background1、许可方是一家在（许可方所在国家）注册并拥有注册商标（商标名称）的法律所有者。
Licensor is the legal owner of the registered trademark (Trademark Name) registered in (Country of Licensor).2、被许可方有意希望使用该商标，并同意在合理和有限的范围内使用它。
Licensee intends to use the said trademark and agrees to use it in a reasonable and limited manner.三、许可权License1、给予被许可方在（被许可方所在国家或地区）使用商标的权利。
Grant the Licensee the right to use the trademark in (Country or Region of Licensee).2、该许可仅适用于在（被许可方所在国家或地区）范围内的使用，不得向任何人或组织转让或再授予权限。
The license granted herein shall be applicable only for use within (Country or Region of Licensee) and shall not be transferred or sub-licensed to any other person or organization.四、商标使用原则Trademark Use Guidelines1、被许可方使用商标时，应确保准确地标明商标的来源，以免造成误导。
20XX 专业合同封面COUNTRACT COVER甲方：XXX乙方：XXX2024年国际品牌商标许可使用协议本合同目录一览第一条：定义与解释1.1 合同双方1.2 商标1.3 许可使用1.4 许可期限1.5 地域范围1.6 合同有效期间第二条：许可范围2.1 产品类别2.2 商标使用方式2.3 许可限制第三条：许可费用3.1 许可费用金额3.2 支付方式与时间第四条：许可方的义务4.1 商标权有效性保证4.2 技术支持与培训4.3 质量控制第五条：被许可方的义务5.1 遵守商标使用规范5.2 保证产品质量5.3 独家销售承诺第六条：违约责任6.1 许可方违约6.2 被许可方违约第七条：争议解决7.1 协商解决7.2 调解7.3 仲裁第八条：合同的变更与终止8.1 合同变更条件8.2 合同终止条件8.3 合同终止后的权利与义务处理第九条：保密条款9.1 保密内容9.2 保密期限9.3 违约泄露的后果第十条：法律适用与争议解决10.1 法律适用10.2 争议解决方式第十一条：合同的生效11.1 合同签署11.2 合同生效日期第十二条：其他条款12.1 商标许可范围调整12.2 新增产品类别12.3 技术更新与转让第十三条：附件13.1 商标注册证明13.2 许可使用产品清单13.3 许可费用支付凭证第十四条：签署14.1 合同双方代表14.2 合同签署日期14.3 合同正本与副本份数第一部分：合同如下：第一条：定义与解释1.1 合同双方甲方（许可方）：[许可方全称]乙方（被许可方）：[被许可方全称]1.2 商标甲方向乙方许可使用的商标为：[商标名称]，该商标的注册号为：[注册号]，类别为：[类别]。
1.3 许可使用乙方获得甲方商标的独占性使用权，用于生产、销售许可产品。
1.4 许可期限许可期限自[起始日期]至[终止日期]。
1.5 地域范围许可使用地域范围为：[地域范围]。
1.6 合同有效期间本合同自双方签署之日起生效，有效期为[有效期年数]年。
TRADEMARK LICENSING AGREEMENT商标使用许可协议Licensor:许可方:Licensee: Guangdong Xinbao Electrical Appliances Holdings Co., Ltd被许可方: 广东新宝电器股份有限公司Whereas Licensor owns certain valuable registered trademarks; and Licensee need to utilize the trademark upon and in connection with the manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties; Both parties authorized representatives, through friendly negotiation, agree to enter into this Contract under the terms as stipulated below.鉴于许可方拥有一定价值并经注册的商标，且被许可方需要在为许可方及许可方授权方进行OEM贴牌代工和向许可方及许可方授权方出口OEM产品时使用该商标，双方授权代表经友好协商，达成如下协议:1.License Grant 使用许可1.1The Licensee agree to obtain from Licensor, and Licensor agree to grant Licensee the right to utilizethe Registered Trademark in Appendix 1 solely and only upon and in connection with the manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties.被许可方同意从许可方取得，许可方同意向被许可方授予单独使用附件1所指的注册商标的权利，且只在为许可方进行OEM贴牌代工和向许可方及许可方授权主体出口OEM产品时使用。
1.2The name, model, specification and technical notices of the Contract OEM Products are detailed inAppendix 2.协议OEM产品的名称、型号、规格和技术参数详见本协议附件2。
1.3The license and right are non-exclusive and untransferable.此许可是非独占性的、不可转让的。
1.4Notwithstanding the aforesaid, the purchase of components from vendor or subcontractor byLicensee for the Contract Products shall not be considered violation of this Agreement.尽管本协议前述规定如此，被授权方向其供应商或分包商购买产品零部件的行为不应被视为违约行为。
2.License Term 许可期限2.1 The term of the license hereby granted shall be effective on and shall continueuntil .许可使用的期限自起至止。
2.2 This License shall be automatically renewed for a one year term unless either party hereto shall begiven written notice to the contrary at least thirty (30) days prior to the expiration date.本许可协议在每一个有效期末自动续展一年，除非一方在协议到期前30天书面通知另一方终止协议的执行。
3.Registration Information 注册证书和信息The registration certificate, including the name, content and related situation which Licensor applied for the registration from (Competent Trademark Authority, Country) shall be provided by Licensor to Licensee before signing this Agreement.许可方应在协议签订前，向被许可方提供注册证书，包括但不限于注册商标的名称、内容以及许可方向(商标注册有权管理机关，国家)申请注册的有关情况。
4.License Fee 许可费用In this contract, the Licensee use the Registered Trademark for free.在本协议中被许可方使用该注册商标，无需支付对价。
5.Guarantee 保证5.1Licensor guarantees that Licensor is the legitimate owner of the Registered Trademark herein andthat Licensor is lawful in a position to authorize Licensee to utilize the Registered Trademark upon or in connection with manufacture, sale and distribution of the Contract Products in OEM processing for Licensor and its assigned parties.许可方保证是本协议中注册商标的合法持有者，并且有权授予被许可方使用。
5.2In the course of implementation of the Agreement, if any third party accuses Licensee ofinfringement, Licensor shall be responsible for approaching the third party about the accusation and bear all the economic and legal responsibilities which may arise.如果在协议执行过程中一旦发生第三方指控侵权时，则由许可方负责与第三方交涉，并承担由此引起的一切法律和经济上的责任。
6.Settlement of Disputes 争议解决6.1All disputes in connection with or in the execution of the Agreement shall be settled through friendlyconsultation by both parties.因执行本协议所发生的或与本协议有关的一切争议，双方应通过友好协商解决。
6.2In case no settlement to disputes can be reached through friendly consultation by both parties, thedisputes shall be submitted to China International Economic and Trade Arbitration Commission, Shenzhen Commission for arbitration which shall be conducted in accordance with the Commission's arbitration rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties. The arbitration fee shall be borne by the losing party.如双方通过协商不能达成协议时，则应提交中国国际经济贸易仲裁委员会深圳分会，按照申请仲裁时该会现行有效的仲裁规则进行仲裁。
仲裁裁决是终局的，对双方均有约束力。
仲裁费由败诉方负担。
6.3This Agreement shall be governed by the Laws of People’s Republic of China, without regard to itsconflict-of-law principles.争议的解决适用中华人民共和国法律, 且排除冲突法则的适用。
6.4In the course of settling disputes, the Agreement shall be continuously executed by both partiesexcept for the part which is under arbitration.在争议的处理过程中，除正在进行仲裁的部分外，协议的其他部分将继续执行。
munication 通讯Within the validity period of the Agreement, the formal notice shall be made in written form in two copies, sending by registered airmail. The legal addresses of both parties of the Contract are as follows:在协议的有效期内，正式通知应以书面形式，特快专递或航空挂号邮寄，一式两份。
合同双方的法定住址如下：If to Licensor许可方Address:地址：Facsimile No:传真号码：Email address:电子邮件：Attention:If to Licensee: Guangdong Xinbao Electrical Appliances Holdings Co., Ltd被许可方: 广东新宝电器股份有限公司Address: Longzhou Road, Leliu Town, Shunde District, Foshan City, Guangdong, P.R.China地址：中国广东省佛山市顺德区勒流镇龙洲路The Contacting Person:联系人：Facsimile No:传真号码：Email Address:电子邮件：Attention:8.MISCELLANGEOUS 其他8.1The termination of this Agreement shall not affect in any way the outstanding claims and theliabilities existing between the two parties upon the expiry of the validity of the Agreement or formal termination notice by one party.本协议期满或单方面终止时，双方发生的未了债务不受影响，债务人应向债权人继续支付未了债务。
