Agreement of License Between Trade Mark Owner and a Manufacturer (India) by OLL
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Agreement of License Between Trade Mark Owner and a Manufacturer
AGREEMENT is made this _____________day of ________ between __________M/s ______________, a Company registered under the Companies Act, 1956, and having its registered office at ___________ hereinafter referred to as `the Licensor' of the One Part and Mr. ._________________carrying on business of ________________ Hereinafter referred has `the Licensee' of the Other Part
WHEREAS
1. The Licensor is the proprietor of a trade mark more particularly described in the schedule hereunder written and which is duly registered under the Trade and Merchandise Marks Act 1958.
2. The Licensor is manufacturing and selling the goods viz ____________________ under the said trade mark.
3. The Licensee who is running a small scale industry has requested the Licensor to grant him a license to manufacture the said goods with the trade mark embossed or printed thereon as is being done by the Licensor and which the Licensor has agreed to do on the following terms and conditions agreed to between the parties hereto.
NOW IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. The Licensor hereby grants to the Licensee a license to manufacture the said goods as a job work by applying the said trade mark, particulars of which are described in the Schedule hereunder written.
2. The Licensee agrees and undertakes that all of the said goods manufactured by the Licensee in his factory at ______________or elsewhere shall be sold to the Licensor and not to anybody else at the price of Rs __________per item or article. The Licensee undertakes to manufacture and supply to the Licensor a quantity of not less than _________________every month.
3. The goods so manufactured with the said trade mark applied to them will be supplied and delivered by the Licensee to the Licensor at the latter s business premises at _______ at his own costs of transport.
4. The price of the said goods so supplied will be paid by the Licensor against delivery after deducting there from the royalty payable by the Licensee to the Licensor as hereinafter provided.
5. The Licensor shall have the right to reject any goods supplied if they are not as per specifications or quality which are made known to the Licensee and in the event of such rejection the Licensee shall take back the rejected goods from the Licensor's premises at his own costs and until such removal they will be at the risk of the Licensee. The Licensor agrees that during the subsistence of this agreement, the Licensor will not get the said goods manufactured from anybody else.
6. The ownership of the said trademark will always remain with the Licensor and the Licensee will not pass off the said goods as if he is the owner of the said trademark.
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This template is an agreement where a trade mark owner (licensor) allows a manufacturer (licensee) to produce specific goods using the licensor's trademark. It establishes a buy-back arrangement where the manufacturer produces the items as job work and sells them exclusively to the trademark owner at a set price, minus a royalty fee.
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About this template
What is this template?
This is a manufacturing license and buy-back agreement. It contains a specific exclusivity clause where the manufacturer is prohibited from selling to third parties and a mandatory royalty deduction from the supply price.
When should you use it?
Use this when a brand owner wants to use a third-party factory for production while retaining all sales rights and trademark ownership. Use a standard Manufacturing and Supply Agreement instead if the manufacturer is permitted to sell to other customers.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Grant of License | Grants the Licensee a license to manufacture goods as job work by applying the trade mark described in the Schedule. |
| 2 | Sales Restriction | Obliges the Licensee to sell all manufactured goods exclusively to the Licensor at a fixed price of Rs [amount]. |
| 5 | Right of Rejection | Permits the Licensor to reject goods that fail to meet specific quality standards, placing the risk of rejected items on the Licensee. |
| 8 | Royalty | Sets a royalty payment to the Licensor equal to a specified percentage of the price at which goods are sold. |
| 10 | Term and Termination | Establishes a fixed term of [number] years and requires the Licensee to stop production immediately upon expiration. |
| 11 | Breach and Notice | Allows the Licensor to terminate the agreement with 15 days prior written notice if the Licensee commits any breach. |
| 16 | Arbitration | Requires all disputes to be referred to a common arbitrator or two appointed arbitrators under the current Arbitration Act. |
Who it's for
- an Indian company registered under the Companies Act 1956 seeking to outsource manufacturing of trademarked goods
- a small scale industry manufacturer in India producing goods exclusively for a trademark proprietor as job work
- a trademark owner who requires strict control over the resale and quality of goods bearing their registered mark
How long it runs and how it's signed
Law it's drafted under
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