Trademark Licence Agreement (Australia)

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This Trade Mark Licence Agreement is designed for use in Australia. When an owner of a trade mark wishes to transfer certain rights in a mark to another party for a specific duration of time, a trade mark licence is entered into. At the end of the agreement, all rights in the mark revert back to the trade mark owner. This form will assist in drafting this type of licencing agreement and is available for immediate download.

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While the owner of a trade mark holds the exclusive right to use that trade mark to market or sell goods and services, the trade mark owner may transfer certain of those rights to a third party by way of a licence. A trade mark licence generally is given for a specific duration, during which the licensee pays the trade mark owner for the use of the trade mark. Once the term of the licence is over, all rights in the trade mark revert back to the trade mark owner.

Among others, this form includes the following provisions:
  • Grant of Licence
  • Term and Payments
  • Licensor’s Representations and Warranties
  • Quality Control
This attorney-prepared packet contains:
  1. General Instructions
  2. General Information
  3. Step-by-Step Instructions
  4. Trade Mark Licence Agreement for Australia
Law Compliance: This form complies with the state and territory laws of Australia
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Trade Mark Licence Agreement
(Australia)

 

 

THIS AGREEMENT is made this        day of       , 20   , by and between                       (“Licensor”) and                             (“Licensee”, and collectively, the “Parties”).
 
WHEREAS, Licensor is the owner of the trade mark in    (Brief description of trade mark to be licensed)             (the “Trade mark”).
 
AND WHEREAS, Licensor wishes to permit Licensee to use the Trade mark for the purpose of       (Brief description of Licensees approved use of Trade mark)                                         , under the terms set forth in this Agreement;
 
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
 
1.   Trade mark.  The Trade mark shall be defined as those items listed on Schedule A.
 
2.   Grant of Licence.  Licensor hereby grants to Licensee a non-transferable licence to use the Trade mark (the “Licence”) in the following manner:    (see instructions above for important information about defining the scope of the Licence)                                                                                                                                                                          
 
The Licence shall be [ ] exclusive [ ] nonexclusive.
 
Licensor shall remain the sole owner of the copyright in the Trade mark.  Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the Trade mark, or of any other intellectual property rights in the underlying material.  Licensee may not make any other use of the Trade mark other than those authorized above without prior written approval from Licensor.
 
3.  Term.  
 
a.   The term of this Agreement shall begin on the date written above and shall continue in full force and effect for a period of               years (the “Term”), unless terminated earlier pursuant to this the terms of this Section 3.
 
b.   Should any one or more of the following enumerated events occur, Licensor shall have the right to terminate this Agreement:
i.   Licensee does not make any commercial use of the Trade mark within 12 months from the date of this Agreement.
 
ii.   Licensee ceases to make commercial use of the Trade mark for any period of 12 consecutive months.
 
iii.   Licensee breaches a material provision, term, or condition under this Agreement, including, but not limited to, a failure to meet quality standards as either set forth in this Agreement, or as mandated by Licensor pursuant to Section 7(b) below.
 
iv.   Licensee sells all or substantially all of its assets, or experiences a Change in Control.  For the purposes of this Agreement, Change in Control shall mean a sale or other transfer of equity in the Licensee, resulting in a new person or entity becoming the controlling equity holder of the Licensee.
 
c.   In order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensees successor in interest within 30 days of the date of termination stating Licensors intent to terminate and the intended date of termination.
 
d.   In the event that this Agreement is terminated pursuant to this Section 3, Licensee shall cease using the Trade mark in the course of Licensees business as soon as is commercially feasible.  
 
e.   At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the Trade mark shall revert to Licensor, and shall be the sole property of Licensor.
 
4.  Payments.  
 
a.   Licensee shall pay to Licensor (check any that apply):
      [ ]  a fee of        Australian Dollars (AUD ___________), payable in the following instalments:    (briefly state the times at which payment will due, and how much will be due for each payment; i.e., upon execution of this Agreement, upon commencement of using the Trade mark, etc.)               .
[ ]  a royalty of            Australian Dollars (AUD ___________) per unit sold in connection with the Trade mark.
[ ]  a royalty of           Australian Dollars (AUD ___________) per              Australian Dollars (AUD ___________) worth of goods and services sold in connection with the Trade mark
[ ]  a royalty of      % of the gross sales from all goods and services sold in connection with the Trade mark.
[ ]  Additional details:                                                                                                                                                                 .
(Include any considerations, deductions, or other formulae that will be used to determine the definition of “gross sales” for the purposes of this section.)
 
b.   Licensee shall pay to Licensor an advance against the royalties discussed in Subsection (a) above, in the amount of        Australian Dollars (AUD ___________).  This advance shall be paid in full to Licensor within 7 days of the execution of this Agreement.
 
c.   (if applicable) Licensee shall submit to Licensor written quarterly reports (the “Quarterly Reports”) at the end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the amount of goods and services sold in connection with the Trade mark for the then-ending quarter, and the corresponding amount owed to Licensor as royalty payments for that quarter (the “Quarterly Royalty Payment”).  Quarterly Reports must be received by Licensor no more than 7 days after the end of each quarter.  Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter.  Failure to submit Quarterly Reports or to make Quarterly Royalty Payments within the time allotted above shall be considered to be a material breach of this Agreement.
d.   Licensor shall be given access by Licensee to Licensees records, wherever commercially reasonable, in order to audit Licensees stated sales records, and to confirm that all royalty payments are properly stated and accounted for.  If it is determined that any Quarterly Royalty Payment has been deficient, Licensee shall have 7 days to pay Licensor the deficient amount.  Failure to pay deficient royalty amounts within the time allotted above shall be considered to be a material breach of this Agreement.
 
e.   In the event that this Agreement expires or is terminated pursuant to the terms and conditions under Section 3 above, Licensee shall remain obligated to pay to Licensor any royalties due to Licensor, or any payments, whether those units were sold before or after the termination of this Agreement.
 
5.  Licensors Representations and Warranties.  
 
a.   Licensor represents and warrants that it is the sole and exclusive owner of the Trade mark, and owns all right, title and interest in the Trade mark.
b.   Licensor represents and warrants that it has the legal authority to grant Licensee the Licence, and that no other person or entity is required to give its consent for the Licence to be valid.
c.   (if Licence is exclusive) Licensor represents and warrants that Licensor has not licensed the Trade mark to any person or entity other than Licensee, nor will it licence the Trade mark to any person or entity other than Licensee for the duration of this Agreement.
 
6.   Indemnification.  Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out any breach of Licensors warranties set forth in Section 5 above.
 
7.   Quality Control.
 
   a.   Licensee hereby agrees that any product or services that it sells in connection with the Trade mark shall conform to the quality standards set forth in Section 2 above, provided that Licensor may set additional specifics or standards for such sale of goods or services pursuant to Subsection (b) below.
   b.   Licensor may, at any time, set standards for the quality of goods or services marketed or sold in connection with the Trade mark in addition to those standards set forth in this Agreement.  Licensor must give written notice of such additional standards (the “Notice of Additional Standards”) to Licensee in order for those standards to be applicable.  To the extent that Licensee is not in compliance with these additional standards at the time it receives a Notice of Additional Standards, Licensee must conform to the stated standards as soon as is commercially feasible.
 
   c.   Licensee shall make available upon request samples of any products or services sold in connection with the Trade mark, including any packaging, displays, or other materials employed in the marketing, display or sale of such products or services.  Licensee shall also grant Licensor access to inspect any facilities in which such products are designed or manufactured for the purpose of ascertaining whether Licensee is in compliance with the quality standards then in effect for the use of the Trade mark, where such access is commercially reasonable.
 
8.   Assignment.   Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor.  Licensee may, however, assign this Agreement without Licensors prior written approval if such transfer is to a purchaser of all or substantially all of Licensees assets, or to a purchaser or other transferee of a controlling equity interest in Licensee.  Licensor shall have the right to transfer its interest in this Agreement and in the Trade mark without the consent of Licensee.  Licensor must notify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the “Licensors Notice of Assignment”).  The Licensors Notice of Assignment must be sent to Licensee within 30 days of such assignment.
 
9.   Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ___________________, without regard to conflicts of law principles.
 
10.   Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
 
11.   Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
 
12.   Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
 
 
   If to Licensor:      
      
      
      
 
   If to Licensee:         
         
      
      
 
13.   Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
 
14.   Entire Agreement.   This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
 
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
 
 
LICENSOR
 
                                               
Signature
                                                    
Print Name
LICENSEE
 
                                                
Signature
                                                 
Print Name
 
Schedule A
 
Trade mark Description
 
 
 
 
Number of Pages13
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33866
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Trade Mark Licence Agreement
(Australia)

 

 

THIS AGREEMENT is made this        day of       , 20   , by and between                       (“Licensor”) and                             (“Licensee”, and collectively, the “Parties”).
 
WHEREAS, Licensor is the owner of the trade mark in    (Brief description of trade mark to be licensed)             (the “Trade mark”).
 
AND WHEREAS, Licensor wishes to permit Licensee to use the Trade mark for the purpose of       (Brief description of Licensees approved use of Trade mark)                                         , under the terms set forth in this Agreement;
 
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
 
1.   Trade mark.  The Trade mark shall be defined as those items listed on Schedule A.
 
2.   Grant of Licence.  Licensor hereby grants to Licensee a non-transferable licence to use the Trade mark (the “Licence”) in the following manner:    (see instructions above for important information about defining the scope of the Licence)                                                                                                                                                                          
 
The Licence shall be [ ] exclusive [ ] nonexclusive.
 
Licensor shall remain the sole owner of the copyright in the Trade mark.  Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the Trade mark, or of any other intellectual property rights in the underlying material.  Licensee may not make any other use of the Trade mark other than those authorized above without prior written approval from Licensor.
 
3.  Term.  
 
a.   The term of this Agreement shall begin on the date written above and shall continue in full force and effect for a period of               years (the “Term”), unless terminated earlier pursuant to this the terms of this Section 3.
 
b.   Should any one or more of the following enumerated events occur, Licensor shall have the right to terminate this Agreement:
i.   Licensee does not make any commercial use of the Trade mark within 12 months from the date of this Agreement.
 
ii.   Licensee ceases to make commercial use of the Trade mark for any period of 12 consecutive months.
 
iii.   Licensee breaches a material provision, term, or condition under this Agreement, including, but not limited to, a failure to meet quality standards as either set forth in this Agreement, or as mandated by Licensor pursuant to Section 7(b) below.
 
iv.   Licensee sells all or substantially all of its assets, or experiences a Change in Control.  For the purposes of this Agreement, Change in Control shall mean a sale or other transfer of equity in the Licensee, resulting in a new person or entity becoming the controlling equity holder of the Licensee.
 
c.   In order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensees successor in interest within 30 days of the date of termination stating Licensors intent to terminate and the intended date of termination.
 
d.   In the event that this Agreement is terminated pursuant to this Section 3, Licensee shall cease using the Trade mark in the course of Licensees business as soon as is commercially feasible.  
 
e.   At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the Trade mark shall revert to Licensor, and shall be the sole property of Licensor.
 
4.  Payments.  
 
a.   Licensee shall pay to Licensor (check any that apply):
      [ ]  a fee of        Australian Dollars (AUD ___________), payable in the following instalments:    (briefly state the times at which payment will due, and how much will be due for each payment; i.e., upon execution of this Agreement, upon commencement of using the Trade mark, etc.)               .
[ ]  a royalty of            Australian Dollars (AUD ___________) per unit sold in connection with the Trade mark.
[ ]  a royalty of           Australian Dollars (AUD ___________) per              Australian Dollars (AUD ___________) worth of goods and services sold in connection with the Trade mark
[ ]  a royalty of      % of the gross sales from all goods and services sold in connection with the Trade mark.
[ ]  Additional details:                                                                                                                                                                 .
(Include any considerations, deductions, or other formulae that will be used to determine the definition of “gross sales” for the purposes of this section.)
 
b.   Licensee shall pay to Licensor an advance against the royalties discussed in Subsection (a) above, in the amount of        Australian Dollars (AUD ___________).  This advance shall be paid in full to Licensor within 7 days of the execution of this Agreement.
 
c.   (if applicable) Licensee shall submit to Licensor written quarterly reports (the “Quarterly Reports”) at the end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the amount of goods and services sold in connection with the Trade mark for the then-ending quarter, and the corresponding amount owed to Licensor as royalty payments for that quarter (the “Quarterly Royalty Payment”).  Quarterly Reports must be received by Licensor no more than 7 days after the end of each quarter.  Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter.  Failure to submit Quarterly Reports or to make Quarterly Royalty Payments within the time allotted above shall be considered to be a material breach of this Agreement.
d.   Licensor shall be given access by Licensee to Licensees records, wherever commercially reasonable, in order to audit Licensees stated sales records, and to confirm that all royalty payments are properly stated and accounted for.  If it is determined that any Quarterly Royalty Payment has been deficient, Licensee shall have 7 days to pay Licensor the deficient amount.  Failure to pay deficient royalty amounts within the time allotted above shall be considered to be a material breach of this Agreement.
 
e.   In the event that this Agreement expires or is terminated pursuant to the terms and conditions under Section 3 above, Licensee shall remain obligated to pay to Licensor any royalties due to Licensor, or any payments, whether those units were sold before or after the termination of this Agreement.
 
5.  Licensors Representations and Warranties.  
 
a.   Licensor represents and warrants that it is the sole and exclusive owner of the Trade mark, and owns all right, title and interest in the Trade mark.
b.   Licensor represents and warrants that it has the legal authority to grant Licensee the Licence, and that no other person or entity is required to give its consent for the Licence to be valid.
c.   (if Licence is exclusive) Licensor represents and warrants that Licensor has not licensed the Trade mark to any person or entity other than Licensee, nor will it licence the Trade mark to any person or entity other than Licensee for the duration of this Agreement.
 
6.   Indemnification.  Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out any breach of Licensors warranties set forth in Section 5 above.
 
7.   Quality Control.
 
   a.   Licensee hereby agrees that any product or services that it sells in connection with the Trade mark shall conform to the quality standards set forth in Section 2 above, provided that Licensor may set additional specifics or standards for such sale of goods or services pursuant to Subsection (b) below.
   b.   Licensor may, at any time, set standards for the quality of goods or services marketed or sold in connection with the Trade mark in addition to those standards set forth in this Agreement.  Licensor must give written notice of such additional standards (the “Notice of Additional Standards”) to Licensee in order for those standards to be applicable.  To the extent that Licensee is not in compliance with these additional standards at the time it receives a Notice of Additional Standards, Licensee must conform to the stated standards as soon as is commercially feasible.
 
   c.   Licensee shall make available upon request samples of any products or services sold in connection with the Trade mark, including any packaging, displays, or other materials employed in the marketing, display or sale of such products or services.  Licensee shall also grant Licensor access to inspect any facilities in which such products are designed or manufactured for the purpose of ascertaining whether Licensee is in compliance with the quality standards then in effect for the use of the Trade mark, where such access is commercially reasonable.
 
8.   Assignment.   Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor.  Licensee may, however, assign this Agreement without Licensors prior written approval if such transfer is to a purchaser of all or substantially all of Licensees assets, or to a purchaser or other transferee of a controlling equity interest in Licensee.  Licensor shall have the right to transfer its interest in this Agreement and in the Trade mark without the consent of Licensee.  Licensor must notify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the “Licensors Notice of Assignment”).  The Licensors Notice of Assignment must be sent to Licensee within 30 days of such assignment.
 
9.   Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ___________________, without regard to conflicts of law principles.
 
10.   Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
 
11.   Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
 
12.   Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:
 
 
   If to Licensor:      
      
      
      
 
   If to Licensee:         
         
      
      
 
13.   Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
 
14.   Entire Agreement.   This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
 
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.
 
 
LICENSOR
 
                                               
Signature
                                                    
Print Name
LICENSEE
 
                                                
Signature
                                                 
Print Name
 
Schedule A
 
Trade mark Description
 
 
 
 

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