BUSINESS
LICENSE AGREEMENT
This Business License Agreement ("Agreement") is made and
entered into on this [Date], by and between:
1. [Licensor’s Full Name/Company Name], a company incorporated under the
laws of [State/Country], having its principal place of business at [Address]
(hereinafter referred to as the "Licensor"), and
2. [Licensee’s Full Name/Company Name], a company incorporated under the
laws of [State/Country], having its principal place of business at [Address]
(hereinafter referred to as the "Licensee").
WHEREAS:
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. GRANT OF LICENSE
1.1
License Scope: The Licensor grants to the Licensee a non-exclusive,
non-transferable, and revocable license to use the Licensed Rights solely for
the purpose of [Describe Use, e.g., operating a business, distributing
products, running a franchise, etc.] within the geographic territory defined as
[Specify Territory, e.g., city, state, country, region] (hereinafter the
"Territory").
1.2
Limitations on Use: The Licensee shall use the Licensed Rights only for
the approved business activities and shall comply with all guidelines, quality
standards, and operational protocols established by the Licensor. The Licensee
shall not use the Licensed Rights for any purpose other than those expressly
permitted by this Agreement.
1.3
No Sub-Licensing: The Licensee shall not have the right to sublicense,
assign, or transfer the Licensed Rights, in whole or in part, to any third
party without the prior written consent of the Licensor.
1.4
Exclusivity (if applicable): [Optional clause depending on the nature of
the business arrangement]. The Licensee shall have the exclusive right to use
the Licensed Rights within the Territory, subject to continued compliance with
the terms and conditions of this Agreement.
2. TERM AND TERMINATION
2.1
Initial Term: This Agreement shall commence on [Start Date] and continue
for an initial period of [X] years ("Initial Term"), unless
terminated earlier in accordance with the provisions herein.
2.2
Renewal: Upon expiration of the Initial Term, this Agreement may be
renewed for successive [X] year terms ("Renewal Term"), subject to
mutual written agreement by the parties and the Licensee’s compliance with all
terms and conditions of this Agreement.
2.3
Termination by Licensor: The Licensor may terminate this Agreement
immediately upon notice to the Licensee if:
2.4
Termination by Licensee: The Licensee may terminate this Agreement upon
[X] days’ written notice to the Licensor if the Licensor fails to perform any
material obligation under this Agreement and does not cure such failure within
[X] days after receiving written notice from the Licensee.
2.5
Termination for Convenience: Either party may terminate this Agreement
without cause by providing [X] days’ written notice to the other party, subject
to the payment of any amounts due and the resolution of any outstanding
obligations.
2.6
Effect of Termination: Upon termination or expiration of this Agreement
for any reason:
3. LICENSE FEES AND PAYMENT TERMS
3.1
License Fee: In consideration of the rights granted under this
Agreement, the Licensee agrees to pay the Licensor a license fee of [Amount in
Words and Figures] (the "License Fee"). The License Fee shall be paid
as follows:
3.2
Royalty Payments (if applicable): In addition to the License Fee, the
Licensee shall pay the Licensor a royalty of [X]% of the Licensee’s gross
revenue derived from the use of the Licensed Rights, payable on a
[Monthly/Quarterly] basis within [X] days after the end of each period.
3.3
Late Payments: Any payment not received by the due date shall bear
interest at the rate of [X]% per month, compounded monthly, from the due date
until payment is received in full.
3.4
Taxes and Other Charges: All payments made under this Agreement shall be
exclusive of any applicable taxes, levies, or duties imposed by any
governmental authority. The Licensee shall be responsible for paying all such
taxes, including but not limited to sales tax, value-added tax (VAT), or goods
and services tax (GST).
3.5
Audit Rights: The Licensor shall have the right, at its own expense, to
audit the books and records of the Licensee to ensure compliance with the
payment terms of this Agreement. The Licensee shall provide access to such records
upon reasonable notice from the Licensor.
4. OBLIGATIONS OF THE LICENSEE
4.1
Compliance with Operational Standards: The Licensee shall operate its
business in accordance with the operational standards, quality controls, and
brand guidelines established by the Licensor. Any deviations from these
standards require the prior written approval of the Licensor.
4.2
Use of Trademarks and Branding: The Licensee agrees to use the
Licensor’s trademarks, logos, and branding materials in a manner consistent
with the Licensor’s brand image and reputation. The Licensee shall not alter or
modify any of the trademarks or branding materials without the prior written
consent of the Licensor.
4.3
Reporting Requirements: The Licensee shall provide the Licensor with
regular reports on sales, revenue, marketing activities, and other relevant
business metrics as specified by the Licensor. Reports shall be submitted on a
[Monthly/Quarterly] basis or as otherwise agreed.
4.4
Marketing and Advertising: The Licensee shall be responsible for
marketing and advertising the licensed products or services within the
Territory, subject to the approval of the Licensor. All marketing materials,
campaigns, and promotional activities must be consistent with the Licensor’s
brand guidelines.
4.5
Training and Support: The Licensee agrees to participate in any training
programs, workshops, or seminars organized by the Licensor to ensure compliance
with operational standards and to enhance the Licensee’s business performance.
4.6
Legal Compliance: The Licensee shall comply with all applicable laws,
regulations, and industry standards in the conduct of its business, including
obtaining and maintaining all necessary permits, licenses, and certifications.
5. OBLIGATIONS OF THE LICENSOR
5.1
Provision of Licensed Rights: The Licensor shall provide the Licensee
with all necessary trademarks, branding materials, business manuals, and
proprietary information required for the Licensee to effectively operate under
this Agreement.
5.2
Ongoing Support: The Licensor agrees to provide ongoing support to the
Licensee, including but not limited to training, technical assistance,
marketing guidance, and updates to operational procedures as necessary.
5.3
Protection of Licensed Rights: The Licensor shall take reasonable steps
to protect the Licensed Rights from infringement or unauthorized use by third
parties. In the event of any such infringement, the Licensor shall have the
exclusive right to enforce its intellectual property rights and to take legal
action against the infringing party.
5.4
Product and Service Updates: The Licensor shall provide the Licensee
with timely updates regarding any changes to products, services, or business
processes that may affect the Licensee’s operations.
6. CONFIDENTIALITY
6.1
Definition of Confidential Information: For the purpose of this
Agreement, "Confidential Information" shall mean all non-public
information disclosed by one party to the other, including but not limited to
business strategies, marketing plans, financial data, trade secrets, technical
information, customer lists, and any other proprietary information.
6.2
Obligations of Confidentiality: The receiving party agrees to maintain
the confidentiality of all Confidential Information received from the
disclosing party and shall not disclose such information to any third party
without the prior written consent of the disclosing party, except as required
by law or as necessary for the performance of this Agreement.
6.3
Exclusions from Confidential Information: Confidential Information does
not include information that:
6.4
Return or Destruction of Confidential Information: Upon termination or
expiration of this Agreement, the receiving party shall return or destroy all
Confidential Information of the disclosing party in its possession, including
any copies or derivatives.
6.5
Survival: The obligations of confidentiality shall survive the
termination or expiration of this Agreement for a period of [X] years.
7. INTELLECTUAL PROPERTY RIGHTS
7.1
Ownership: The Licensee acknowledges that all rights, title, and
interest in and to the Licensed Rights, including any trademarks, trade
secrets, proprietary information, and related intellectual property, shall
remain the exclusive property of the Licensor.
7.2
Use of Trademarks: The Licensee agrees to use the Licensor’s trademarks
and branding in accordance with the guidelines provided by the Licensor. The
Licensee shall not challenge the validity or ownership of the Licensor’s
trademarks or engage in any activities that could damage the reputation or
goodwill associated with the Licensed Rights.
7.3
Infringement Claims: If a third party claims that the use of the
Licensed Rights infringes their intellectual property rights, the Licensor
shall have the exclusive right to defend against such claims and to settle or
resolve any disputes at its sole discretion. The Licensee agrees to cooperate
fully with the Licensor in such defense.
8. INDEMNIFICATION
8.1
Indemnification by Licensee: The Licensee agrees to indemnify, defend,
and hold harmless the Licensor and its officers, directors, employees, and
agents from any claims, damages, liabilities, costs, and expenses (including
reasonable attorneys’ fees) arising out of:
8.2
Indemnification by Licensor: The Licensor agrees to indemnify, defend,
and hold harmless the Licensee and its officers, directors, employees, and
agents from any claims, damages, liabilities, costs, and expenses (including
reasonable attorneys’ fees) arising out of:
9. DISPUTE RESOLUTION
9.1
Negotiation and Mediation: In the event of any dispute arising out of or
in connection with this Agreement, the parties shall first attempt to resolve
the dispute through good faith negotiation. If the dispute cannot be resolved
through negotiation, the parties agree to submit the dispute to mediation
administered by [Mediation Institution] in [Location].
9.2
Arbitration: If mediation is unsuccessful, the dispute shall be finally
resolved by binding arbitration conducted in accordance with the rules of
[Arbitration Institution]. The arbitration shall take place in [City,
State/Country] and shall be conducted in [Language]. The decision of the
arbitrator(s) shall be final and binding on the parties and may be enforced in
any court of competent jurisdiction.
9.3
Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of [State/Country] without regard to its conflict of
laws principles.
9.4
Jurisdiction: The courts of [City, State/Country] shall have exclusive
jurisdiction over any disputes arising out of or in connection with this
Agreement that are not resolved through arbitration.
10. MISCELLANEOUS
10.1
Entire Agreement: This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes
all prior agreements, representations, or understandings, whether written or
oral.
10.2
Amendments: Any amendments, modifications, or supplements to this
Agreement must be in writing and signed by both parties.
10.3
Assignment: Neither party shall assign or transfer any rights or
obligations under this Agreement without the prior written consent of the other
party, except in the case of a merger, acquisition, or sale of all or
substantially all of the assigning party’s assets.
10.4
Notices: All notices and other communications required or permitted
under this Agreement shall be in writing and delivered by registered mail,
courier service, or email to the addresses specified above.
10.5
Force Majeure: Neither party shall be liable for any failure to perform
its obligations under this Agreement due to events beyond its reasonable
control, including but not limited to acts of God, war, terrorism, strikes,
natural disasters, or government regulations.
10.6
Severability: If any provision of this Agreement is found to be invalid
or unenforceable, the remaining provisions shall continue in full force and
effect. The invalid or unenforceable provision shall be replaced by a valid
provision that most closely reflects the original intent of the parties.
10.7
Waiver: The waiver by either party of any breach of this Agreement shall
not be deemed a waiver of any subsequent breach. No waiver shall be effective
unless in writing and signed by the party granting the waiver.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
For the
Licensor:
(Signature)
[Licensor’s Name]
[Designation]
[Company Name]
[Seal of the Company]
For the
Licensee:
(Signature)
[Licensee’s Name]
[Designation]
[Company Name]
[Seal of the Company]