发布时间 : 星期一 文章商标许可授权合同(中英文)更新完毕开始阅读
除上述最低使用费以外的使用费需在销售期后＿＿日交付，同时提交的还有上述要求的报告。许可方接受被许可方按协议要求提供的报告和使用费（或兑现支付使用的支票）后，如发现报告或支付中有不一致或错误，可以在任何时间提出质疑，被许可方需及时改正、支付。支付应用美元。在许可地内的应缴国内税由被许可方支付。 Royalties in excess of the aforementioned minimum royalty shall be due on the ____ day of the ____ following the calendar ___ in which earned, and payment shall accompany the statements furnished as required above. The receipt or acceptance by Licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder (or the cashing of any royalty checks paid hereunder) shall not preclude Licensor from questioning the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the appropriate payment made by Licensee. Payment shall be in_____. Domestic taxes payable in the licensed territory shall be payable by Licensee.
三、专用权Exclusivity
1.除非许可证认可在协议有效期内不在协议有效区域内再授予别人销售第一节所述产品时使用这一商标，本协议不限制许可方授与其他人使用这一商标的权力。
(a) Nothing in this agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Name or from utilizing the Name in any manner whatsoever, except that Licensor agrees that except as provided herein it will grant no other licenses for the territory to which this license extends effective during the term of this agreement, for the use of the Name in connection with the sale of the articles described in paragraph 1.
2.协议规定如果许可方向被许可方提出购买第一节所述产品，用于奖励、赠给或其他促销安排，被许可方有10天时间决定是否同意。如果被许可方在10天内未接受这一要求，许可方有权通过其他生产者进行奖励、赠给或其他促销安排。在这种情况下，当其他生产者的价格比许可方向被许可方支付的高时，被许可方有3天时间去满足生产者生产此种产品的要求。被许可方保证在未得到许可方书面同意前，不把协议产品与其他产品或服务一起作为奖励，不与其他作为奖励的产品或服务一起出售协议产品。 It is agreed that if Licensor should convey an offer to Licensee to purchase any of the articles listed in paragraph 1, in connection with a premium, giveaway or other promotional arrangement, Licensee shall have ____ days within which to accept or reject such an offer. In the event that Licensee fails to accept such offer within the specified _____ days, Licensor shall have the right to enter into the proposed premium, giveaway or promotional arrangement using the services of another
manufacturer, provided, however, that in such event Licensee shall have a three (3) day period within which to meet the best offer of such manufacturer for the
production of such articles if the price of such manufacturer is higher than the price offered to Licensee by Licensor. Licensee agrees that it shall not, without the prior
written consent of Licensor, (i) offer the articles as a premium in connection with any other product or service, or (ii) sell or distribute the articles in connection with another product or service which product or service is a premium.
四、信誉Good Will
被许可方承认与该商标相关联的信誉的价值，确认这一商标、相关权力及与该商标相关联的信誉只属于许可方，这一商标在公众印象中有从属的含义。
Licensee recognizes the great value of the good will associated with the Name, and acknowledges that the Name and all rights therein and good will pertaining thereto belong exclusively to Licensor, and that the Name has a secondary meaning in the mind of the public.
五、许可方的所有权及许可方权利的保护Licensor's Title and Protection of Licensor's Rights 1.被许可方同意在协议有效期内及其后，不质疑许可方就该商标享有的所有权和其他权利，不质疑本协议的有效性。如果许可方能及时收到索赔和诉讼的通知，许可方保护被许可方，使其不受仅由本协议所授权的商标使用引起的索赔和诉讼的损害，许可方可选择就这样的诉讼进行辩护。在未得到许可方的同意之前，不应就这样的索赔和诉讼达成解决办法。
(a) Licensee agrees that it will not during the term of this agreement, or thereafter, attack the title or any rights of Licensor in and to the Name or attack the validity of this license. Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits arising solely out of the use by Licensee of the Name as authorized in this agreement, provided that prompt notice is given to Licensor of any such claim or suit and provided, further, that Licensor shall have the option to
undertake and conduct the defense of any suit so brought and no settlement of any such claim or suit is made without the prior written consent of Licensor.
2.被许可方同意向许可方提供必要的帮助来保护许可方就该商标拥有的权利。许可方根据自己的意愿，可以自己的名义、被许可方的名义或双方的名义针对索赔和诉讼应诉。被许可方在可知范围内将书面告知许可方就协议产品的商标的侵权和仿制行为；只有许可方有权决定是否对这样的侵权和仿制行为采取行动。若事先未得到许可方的书面同意，被许可方不应就侵权和仿制行为提出诉讼或采取任何行动。
Licensee agrees to assist Licensor to the extent necessary in the procurement of any protection or to protect any of Licensor's rights to the Name, and Licensor, if it so desires may commence or prosecute any claims or suits in its own name or in the name of licensee or join Licensee as a party thereto. Licensee shall notify Licensor in
writing of any infringements or imitations by others in the Name on articles the same as or similar to those covered by this agreement which may come to
Licensee's attention, and Licensor shall have the sole right to determine whether or not any action shall be taken on account of any such infringements or imitations. Licensee shall not institute any suit or take any action on account of any such
infringements or imitations without first obtaining the written consent of the Licensor so to do.
六、被许可方提供的保证及产品责任保险
Indemnification by Licensee and Product Liability Insurance
被许可方负责为自己和／或许可方就其非经授权使用协议产品商标、专利、工艺、设施思想、方法引起的索赔、诉讼或损失，就其他行为或产品瑕疵导致的索赔、诉讼或损失进行辩护，并使许可方免受损失。被许可方将自己负担费用，向一家在＿＿地区有经营资格的保险公司承保产品责任险，为许可方（同时也为被许可方）因产品瑕疵导致的索赔、诉讼或损失提供合理的保护。被许可方将向许可方提交以许可方为被保险人的已付款保险单，在此基础上，许可方才能同意产品出售。如果对保险单有所改动，需事先得到许可方的同意。许可方有权要求被许可方向其提供新的保险单。许可方一词包括其官员、董事、代理人、雇员、下属和附属机构，名字被许可使用的人，包装制造人，名字被许可使用的广播、电视节目制作人，节目转播台，节目主办者和其广告代理，及这些人的官员、董事、代理人和雇员。
Licensee hereby indemnifies Licensor and undertakes to defend Licensee and/or
Licensor against and hold Licensor harmless from any claims, suits, loss and damage arising out of any allegedly unauthorized use of any trademark, patent, process, idea, method or device by Licensee in connection with the articles covered by this
agreement or any other alleged action by Licensee and also from any claims, suits, loss and damage arising out of alleged defects in the articles. Licensee agrees that it will obtain, at its own expense, product liability insurance from a recognized
insurance company which has qualified to do business in _____, providing adequate protection (at least in the amount of ____) for Licensor (as well for Licensee) against any claims, suits, loss or damage arising out of any alleged defects in the articles. As proof of such insurance, a fully paid certificate of insurance naming Licensor as an insured party will be submitted to Licensor by Licensee for Licensor's prior approval before any article is distributed or sold, and at the latest within ____ days after the date first written above; any proposed change in certificates of insurance shall be submitted to Licensor for its prior approval. Licensor shall be entitled to a copy of the then prevailing certificate of insurance, which shall be furnished Licensor by Licensee. As Used in the first 2 sentences of this paragraph 6, \officers, directors, agents, and employees of the Licensor, or any of its subsidiaries or affiliates, any person(s) the use of whose name may be licensed hereunder, the package producer and the cast of the radio and/or television program whose name
may be licensed hereunder, the stations over which the programs are transmitted, any sponsor of said programs and its advertising agency, and their respective officers, directors, agents and employees.
七、商品质量Quality of Merchandise
被许可方同意协议产品将符合高标准，其式样、外观和质量将能发挥其最好效益，将保护并加强商标名誉及其代表的信誉。同时协议产品的生产、出售、分销将遵守适用的联邦、州、地方法律，并不得影响许可方、其计划及商标本身的名声。为了达到这一目标，被许可方应在出售协议产品之前，免费寄给许可方一定量的产品样品，其包装纸箱、集装箱和包装材料，以取得许可方的书面同意。协议产品及其纸箱、集装箱和包装材料的质量和式样需得到许可方的同意。向许可方提交的每份产品在得到其书面同意前不能视作通过。样品按本节所述得到同意后，被许可方在未得到许可方的书面同意前不能做实质变动。而许可方除非提前60天书面通知被许可方，不能撤销其对样品的同意。对被许可方开始出售协议产品后，应许可方的要求，将免费向许可方提供不超过＿＿件的随机抽样样品及相关的纸箱、包装箱和包装材料。
Licensee agrees that the articles covered by this agreement shall be of high standard and of such style, appearance and quality as to be adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Name and the good will pertaining thereto, that such articles will be manufactured, sold and distributed in accordance with all applicable Federal, State and local laws, and that the same shall not reflect adversely upon the good name of Licensor or any of its programs or the Name. To this end Licensee shall, before selling or distributing any of the articles, furnish to Licensor free of cost, for its written approval, a
reasonable number of samples of each article, its cartons, containers and packing and wrapping material. The quality and style of such articles as well as of any carton, container or packing or wrapping material shall be subject to the approval of
Licensor. Any item submitted to Licensor shall not be deemed approved unless and until the same shall be approved by Licensor in writing. After samples have been approved pursuant to this paragraph, Licensee shall not depart therefrom
in any material respect without Licensor's prior written consent, and Licensor shall not withdraw its approval of the approved samples except on ____ days' prior
written notice to Licensee. From time to time after Licensee has commenced selling the articles and upon Licensor's written request, Licensee shall furnish without cost to Licensor not more than additional random samples of each article being
manufactured and sold by Licensee hereunder, together with any cartons, containers and packing and wrapping material used in connection therewith.
八、标签Labeling