ЛИЦЕНЗИОННЫЙ ДОГОВОР НА ИСПОЛЬЗОВАНИЕ ТОВАРНОГО ЗНАКА (С ИНОСТРАННОЙ КОМПАНИЕЙ) (АНГЛ.)


LICENSE AGREEMENT No. _________
on usage of a brand mark (with a foreign company)
___________________ "___"__________ _____

The ________________________ company, hereinafter referred to as "Licensor", on behalf of the ____________________ on the one hand, and __________________________________ on behalf of _____________________, hereinafter referred to as "Licensee", on the other hand, have agreed as follows:
1. SUBJECT OF THE AGREEMENT
1.1. The Licensor grants the Licensee for the term of operating of the present Agreement conserving all rights of the Licensor on a brand mark and operating in all the registered classes, license for the usage of the brand mark "__________" (registered by the Russian Patent and Brand Marks Agency on ________ __th ___, Certficate Nо. ____________) in Russian Federation for the identification by the Licensee the goods produced in _________ or in Russia, delivered to the Russian market, the list and the technical-qualitative indexes of which are indicated in Application.
2. RIGHTS AND RESPONSIBILITIES OF THE PARTIES
2.1. The brand mark "___________", registered by the Licensor in the Russian Federation, is granted for the mutual use with the Licensee .
2.2. The Licensor confirms that by the moment of the signing of the present Agreement the rights of the third persons on the brand mark "_________" granted for the mutual use are not present.
2.3. The Licensor can transmit the right on the use of the brand mark "___________" for the identification of the goods indicated in Application to the third persons only with the consent of the Licensee.
2.4. The products with the brand mark "__________" indicated in Application are distributed in the Russian Federation by the Licensor only or by other companies connected with the Licensor by contractual relations and allotted by the Licensor of the right to be the exclusive distributor.
2.5. All goods indicated in Application to the Present Agreement and distributed by the Licensor in Russia under the brand mark "________" are produced in ___________ for the Licensor by the Licensee only or together with the Licensor in Russia.
2.6. The Licensee produces in ____________ all goods indicated in Application to the present Agreement and distributed by the Licensor in Russia under the brand mark "__________" for the Licensor only or together with the Licensor in Russia.
2.7. The Licensee has no right to grant the sublicenses on the usage of the brand mark "_________" to the third persons.
2.8. The Licensee has no right to sell the third persons the goods produced by him with the brand mark "___________", enumerated in Application of the present Agreements without the written approval of the Licensor.
2.9. The distribution or production by the Licensor or third persons under the arrangement with the Licensee of the goods with the brand mark "__________" not indicated in Application to the present Agreement should be preceded by the discussion of the list of these goods with the Licensee with the purpose to find a mutual and effective solution for both Parties. In case of impossibility to find such a solution the Licensor has the right to act on his own.
2.10. At receiving by the Licensor or Licensee from any third persons irrespective of the country of their accreditation, directly or indirectly, offers about straight, i.e. passing the Licensor or Licensee, deliveries to the Russian Federation or the countries of CIS of the goods with the brand mark "__________", the Parties are obliged to inform one another on such offers, to discuss and to accept mutual measures to organize such deliveries on conditions instituted by the present Agreement. Such bargain is also referred to granting of the brand mark "___________". The particular legal and economical forms of such cooperation are instituted by separate agreements.
2.11. The mutual use of the brand mark "________" presupposes the mutual involvement of the Parties into:
- promotion of the goods with the brand mark "____________" on the Russian market, including the conducting of advertising campaigns;
- forming of the operating costs for the realization of the sales in Russia;
- forming of a turnover capital for the realization of the sales in Russia;
- forming of the investment and turnover capitals for the realization of the production activity in Russia;
- share-out of the profit from the trade and production activity in Russia.
The mutual involvement of the Parties into the promotion, realization and production of the goods with the brand mark "__________" in the Russian Federation are instituted by the following positions:
2.11.1. The Licensor"s expenses connected with the promotion of the goods with the brand mark "____________" on the Russian market, including the conducting of advertising campaigns, are paid by the Parties equally 50% х 50%.
2.11.2. Planning and actual operating costs of the Licensor, connected with the realization of the sales, are formed on the cost price basis of the production of the goods with the brand mark "_____________" at the Licensee"s factories, with the consideration of the structure and cost of the used raw materials and on the basis of the cost price of these products realization by the Licensor in Russia, including transportation rates, customs fees, tax payments and overhead costs of the Licensor.
2.11.3. The turnover capital necessary for the realization of the mutual sales of the goods with the brand mark "___________" in Russia is formed by the Parties in equal proportions in the ratio of 50% o 50 %.
2.11.4. The net profit obtained as a result of the mutual usage of the brand mark "_________", is distributed between the Licensor and Licensee in the ratio of ___% х ___ of%.
2.11.5. The forming of the investment and turnover capitals necessary for the realization of the production activity in Russia, and also the distribution of the net profit from the production activity are made by the Parties in equal proportions in the ratio of 50% o 50%.
The particular legal and economical forms of the involvement of the Parties into the mutual usage of the brand mark "__________" are instituted by separate agreements.
2.12. The Licensee guarantees full supply of the Licensor"s necessities in the volumes of the goods produced and delivered to the Russian market with the brand mark "___________" indicated in Application. The volumes of the Licensor"s necessities for the forthcoming period are instituted by additional agreements of the Parties.
2.13. The Licensee is obliged to provide the quality of the goods with the brand mark "__________" in strict conformity with the technical-qualitative indexes enumerated in Application and also with the structure of the used raw materials, which is instituted in the additional normative documents.
2.14. The mutual usage by the Licensor and Licensee of the brand mark "_________" for the identification by the Licensee of the goods produced in ____________ or in Russia and delivered to the Russian market should provide receiving of the net profit by both Parties. At omission of this condition the Parties have the right to cancellation of the present Agreement.
2.15. If the Licensor or Licensee will know that the brand mark will illegally be used by the third persons they should immediately inform on it one another.
2.16. If the third persons violate the rights given by the present Agreement to the Licensee, the Licensee and Licensor will make a claim to such persons jointly and the applicable expenses and/or inflows suffered and/or obtained as a result of the adjudication or the agreement between the complainant and defendant will be distributed equally between the Licensee and Licensor in the ratio of 50% o 50%.
2.17. In case the Licensee is claimed or impleaded on a violation of the third persons rights in connection with the usage of the license under the present Agreement, the Licensee informs on it the Licensor. The Licensor in agreement with the Licensee is obliged to settle such claims or to provide judicial security. The expenses and average general costs suffered by the Licensor as a result of settling the indicated claims and violations will be distributed between the Parties according to the arrangement.
3. QUALITY CHECK
3.1. The Licensor checks up the quality conformity of the goods produced and delivered by the Licensee with the brand mark "_____________" to the technical-qualitative indexes mentioned in Application to the Agreement, and the structure of the used raw materials instituted in the additional normative documents (see items 2.11.2, 2.13).
3.2. The Licensor has the right to entrust the quality check of the goods delivered by the Licensee with the brand mark "____________" to the appropriate competent organ, both in the country of the Licensee, and in the country of the Licensor.
3.3. If the alteration of the quality on guilt of the Licensee is revealed, the Licensee bears the responsibility in the amount of the direct losses and lost profit of the Licensor.
4. PLANNING AND REPORTING
4.1. Annually not later than for ___ days prior to the beginning of the planned period the Licensor works out a plan - forecast for the volumes of the realization and the volumes of the supply of the goods with the brand mark "____________" for the forthcoming year with quarterly breakdowns and sends it to the Licensee for the coordination and endorsement of the supply of this plan with raw materials on the quantity; on the quality (according to the technical-qualitative indexes enumerated in Application) and its structure instituted in the normative documents (see items 2.11.2, 2.13 and 3.1), and on the prices for these raw materials.
4.2. Quarterly not later than for ___ days prior to the beginning the planned period the Licensor works out a plan on the volumes of the realization and volumes of the supply of the goods under the brand mark "___________" for the forthcoming quarter with monthly breakdowns and sends it to the Licensee for the coordination and endorsement of the supply of this plan on the volumes; on the quality (according to the technical-qualitative indexes enumerated in Application) and its structure instituted in the normative documents (see items 2.11.2, 2.13, 3.1) and on the prices for the raw materials, and also on the packing materials. Thus the Licensee informs the Licensor on the volumes of the raw materials and packing materials which are in oddments by the beginning of the planned period.
4.3. Monthly not later than for ___ days prior to the beginning the planned period the Licensor works out a plan of the realization of the goods with the brand mark "___________" for the forthcoming month on the following quantitative and qualitative indexes:
- the volumes of the realization of the goods in tons;
- the price for the realization of 1 kg in USD;
- the total income after the realization in USD;
- the operating costs in USD, in total:
a) including direct expenses depending on the volumes of supply in USD, of which:
- the cost prices of 1 kg of the goods which are in oddments at the Licensor"s by the beginning of month in USD;
- the cost price on the deliveries of 1 kg of the goods ex-works in USD;
- the volumes and schedule of deliveries in trucks;
- the cost prices of the delivery of 1 kg of the goods up to Moscow in USD;
- the cost prices of the customs clearance of 1 kg of the goods in Russia in USD;
b) including overhead costs of the Licensor for 1 kg of the sold goods in USD, total:
- a net profit from the realization of the goods in USD total and for 1 kg of the sold goods;
- the size of the turnover capital to provide the realization plan of the goods, in USD.
4.4. Annually not later than for ___ days prior to the beginning the planned period the Licensor works out a plan for the promotion of the goods with the brand mark "_____________" on the Russian market, including the conducting of advertising campaigns, and sends it to the Licensee for the coordination.
4.5. After the coordination of the plans for the realization and promotion of the goods with the brand mark "_____________" on the Russian market, the Parties are obliged to finance the items of these plans in the volumes and periods according to the written arrangement.
4.6. The report on the factual fulfillment of the monthly plans for the realization of the goods with the brand mark "___________", and also the annual plan for the promotion of the goods with the brand mark "_____________" on the Russian market, including the conducting of advertising campaigns, is compiled according to the totals of each quarter by the Licensor and it is sent to the Licensee not later than the __th of the month following the reported quarter.
4.7. The Licensee has the right to realize the control of all expenses which are included by the Licensor into the cost price of the realization and into the expenses on the promotion of the goods with the brand mark "___________" on the Russian market, and also the financial documents confirming the income of the Licensor obtained from the sale of these goods. The Licensor is obliged to give the Licensee all necessary documentation for the fulfillment of this control.
5. THE RESPONSIBILITY
5.1. After the expiration of the Agreement or in case of its advance cancellation the Licensee should immediately stop the usage of the brand mark. In case of not stopping of the brand mark usage the Licensee should reimburse to the Licensor the direct losses and the lost profit occurring for the Licensor at unauthorized usage of the brand mark by the Licensee from the moment of the termination of the Agreement up to the moment of the actual termination of the brand mark usage by the Licensee.
6. SOLUTION OF DISPUTES
6.1. In case the disputes occur between the Licensor and Licensee on problems foreseen by the present Agreement or in connection with it the Parties will accept all measures to solve them by negotiations between themselves.
6.2. In case of the impossibility to solve the indicated disputes by negotiations they should be solved according to the legislation of the Russian Federation in the International Arbitration Court at the Chamber of Commerce and Industry , with its seat in Moscow, Russian Federation.
7. FORCE - MAJEURE
7.1. Neither of the Parties bears the responsibility before the other Party for non-fulfillment of the conditions due to the circumstances arisen apart from will and desire of the Parties and which ones are impossible to foresee or to avoid by reasonable facilities, including the announced or actual war, civil strifes, epidemies, blockade, embargo, earthquake, floods, fires and other natural disasters, prohibitive actions of the authorities.
7.2. A Certificate issued by the applicable chamber of commerce or another competent organ is sufficient endorsement of availability and duration of the effect of force majeure circumstances.
7.3. The Party which does not execute the responsibilities due to the force majeure circumstances should immediately inform the other Party on the arisen encumbrances and about their influencing on the execution of the obligation by the Agreement.
7.4. If the force majeure circumstances operate during two months and do not show the signs of termination, the present Agreement can be terminated by the Parties by sending a notification to the other Party.
8. CURRENCY OF THE AGREEMENT AND CONDITIONS OF ITS CANCELLATION
8.1. The present Agreement is contracted for the term of operating of the Certificate Nо. _________ of ________"__", ____ about the registration of the brand mark "___________", i.e. till _____________"__", ____, and inures from the moment of the registration of the present Agreement in the Russian Patents and Brand Marks Agency.
8.2. Each of the Parties has the right to terminate the present Agreement ahead-of-schedule in case of its violation by the other Party by the notification in writing about the date of the cancellation of the Agreement not less than for __ days in advance.
9. OTHER CONDITIONS
9.1. To the relations of the Parties on those problems which one are not settled or are not completely settled by the Agreement the current legislation of the Russian Federation is applied.
9.2. All variations and complements to the present Agreement should be committed in writing, signed by the persons authorized to it, and inure from the moment of their registration in the order established by the current legislation.
9.3. The Application mentioned in the present Agreement on __ pages compounds its integral part.
9.4. The present Agreement is drawn up in Russian and English in triplicate, having the equal legal force, one copy for each Party and one copy for the Russian Patents and Brand Marks Agency.
9.5. The present Agreement is committed __________ on ____ pages.
LEGAL ADDRESSES OF THE PARTIES:
The Licensor - __________________________________________________ ______________________________________________________________________
The Licensee - __________________________________________________ ______________________________________________________________________

APPLICATION. The technical-qualitative indexes of the goods.

ЛИЦЕНЗИОННЫЙ ДОГОВОР НА ИСКЛЮЧИТЕЛЬНОЕ ИСПОЛЬЗОВАНИЕ ТОВАРНОГО ЗНАКА  »
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