最新国际商标授权使用许可协议

最新国际商标授权使用许可协议内容摘要：

_________ following the calendar _________ in which earned， and payment shall acpany the statements urnished as required above. the receipt or acceptance by licensor of any f the statements furnished pursuant to this agreement or of any royalties aid hereunder (or the cashing of any royalty checks paid hereunder) shall ot preclude licensor from questioning the correctness thereof at any ime， and in the event that any inconsistencies or mistakes are discovered n such statements or payments， they shall immediately be rectified and he appropriate payment made by licensee. payment shall be in _________. domestic taxes payable in the licensed territory shall be ayable by licensee. 3. exclusivity (1)nothing in this agreement shall be construed to prevent licensor rom granting any other licenses for the use of the name or from utilizing he name in any manner whatsoever， except that licensor agrees that except s provided herein it will grant no other licenses for the territory to hich this license extends effective during the term of this agreement， 23 or the use of the name in connection with the sale of the articles escribed in paragraph 1. (2)it is agreed that if licensor should convey an offer to licensee o purchase any of the articles listed in paragraph 1， in connection with premium ， giveaway or other promotional arrangement， licensee shall have _________ days within which to accept or reject such an offer. in the event hat licensee fails to accept such offer within the specified _________ ays， licensor shall have the right to enter into the proposed premium， iveaway or promotional arrangement using the services of another anufacturer， provided， however， that in such event licensee shall have a hree (3) day period within which to meet the best offer of such anufacturer for the production of such articles if the price of such anufacturer is higher than the price offered to licensee by licensor. icensee agrees that it shall not， without the prior written consent of icensor， (i) offer the articles as a premium in connection with any other roduct or service， or (ii) sell or distribute the articles in connection ith another product or service which product or service is a premium. 24 4. good will licensee recognizes the great value of the good will associated with he name， and acknowledges that the name and all rights therein and good ill pertaining thereto belong exclusively to licensor， and that the name as a secondary meaning in the mind of the public. 5. licensor39。 s title and protection of licensor39。 s rights (1)licensee agrees that it will not during the term of this greement， or thereafter， attack the title or any rights of licensor in nd to the name or attack the validity of this license. licensor hereby ndemnifies licensee and undertakes to hold it harmless against any claims r suits arising solely out of the use by licensee of the name as uthorized in this agreement， provided that prompt notice is given to icensor of any such claim or suit and provided， further， that licensor hall have the option to undertake and conduct the defense of any suit so rought and no settlement of any such claim or suit is made without the rior written consent of licensor. 25 (2)licensee agrees to assist licensor to the extent necessary in the rocurement of any protection or to protect any of licensor39。 s rights to he name， and licensor， if it so desires may mence or prosecute any laims or suits in its own name or in the name of licensee or join icensee as a party thereto. licensee shall notify licensor in writing of ny infringements or imitations by others in the name on articles the same s or similar to those covered by this agreement which may e to icensee39。 s attention， and licensor shall have the sole right to determine hether or not any action shall be taken on account of any such nfringements or imitations. licensee shall not institute any suit or take ny action on account of any such infringements or imitations without irst obtaining the written consent of the licensor so to do. 6. indemnification by licensee and product liability insurance licensee hereby indemnifies licensor and undertakes to defend licensee nd/or licensor against and hold licensor 26 harmless from any claims， suits， oss and damage arising out of any allegedly unauthorized use of any rademark， patent， process， idea， method or device by licensee in onnection with the articles covered by this agreement or any other lleged action by licensee and also from any claims， suits， loss and amage arising out of alleged defects in the articles. licensee agrees hat it will obtain， at its own expense， product liability insurance from recognized insurance pany 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， oss or damage arising out of any alleged defects in the articles. as roof of such insurance， a fully paid certificate of insurance naming icensor as an insured party will be submitted to licensor by licensee for icensor39。 s prior approval before any article is distributed or sold， and t the latest within _________ days after the date first written above。 any roposed change in certificates of insurance shall be submitted to icensor for its prior approval. licensor shall be entitled to a copy of he then prevailing certificate of insurance， which shall be furnished icensor by licensee. as used in the first 2 sentences of this paragraph ， 27 licensor shall also include the officers， directors， agents， and mployees of the licensor， or any of its subsidiaries or affiliates， any erson(s) the use of whose name may be。