of License Between Trade Mark Owner and a Manufacturer
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 ญญญญญญญญญญญญ________________
Hereinafter referred has `the Licensee' of the Other Part
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
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.
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
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
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.
7. The Licensee will be
at liberty to put a label or advertise that the said goods are manufactured by
him but it will also be mentioned that the trade mark belongs to the Licensor
and that the goods are manufactured for the benefit of the Licensor.
8. 8. In consideration
of the Licensor allowing the Licensee to manufacture the said goods with the
said trade mark the Licensee agrees to pay to the Licensor by way of royalty a
sum equal to ______________per cent of the price of the goods at which they
will be sold to the Licensor by the Licensee as aforesaid.
9. The Licensee shall
keep an account of the goods manufactured and sold to the Licensor and the
price received by him and royalty paid in respect thereof and such account
shall be open to inspection by the Licensor from time to time as may be
required by the Licensor. The Licensor will also have the right to enter upon
the premises of the Licensee where the goods are manufactured and to take
inspection of the goods manufactured.
10. This agreement will
remain in force for a period of ______ years from the date hereof and on the
expiration of the said period or earlier termination thereof as herein
provided, the Licensee shall stop manufacturing the said goods under the said
trade mark and all the goods till then manufactured and lying undelivered to
the Licensor will be delivered to the Licensor in terms of this agreement as
11. If the Licensee
commits breach of any term of this agreement, the Licensor will be entitled to
terminate this agreement by fifteen days prior notice in writing to the
Licensee and on the expiration of the notice period, this agreement shall stand
terminated unless in the mean while the breach complained of is remedied to the
satisfaction of the Licensor.
12. The Licensee may get
himself registered as a registered user under the provisions of the Trade &
Merchandise Marks Act 1958 subject to the terms of this agreement.
13. If the Registrar of
Trade Marks while registering the Licensee as a registered user puts any
condition which is not acceptable to the Licensor, the Licensee will withdraw
the application for registration or the Licensor will have the option to
terminate this agreement.
14. If any person is
found by the Licensee to infringe the said trade mark either by passing off or
otherwise, the Licensee will bring that fact to the notice of the Licensor to
enable him to take necessary legal action against such person and in that event
the Licensee will give all cooperation to the Licensor in prosecuting such
action and all the costs thereof will be borne and paid by the parties hereto
in equal shares.
15. If the Licensee himself
infringes the said trade mark by passing off or otherwise, then notwithstanding
anything provided in clause 16 hereof it will be open to the Licensor to take
legal action against him and in such case the Licensee will not be entitled to
challenge the ownership of the Licensor in respect of the said trade mark.
16. In the event of any
dispute arising out of this agreement, the same will be referred to arbitration
of a common Arbitrator if agreed upon or in the absence of such agreement, to
two Arbitrators one to be appointed by each party hereto and the Arbitration
will be governed by the Arbitration Act for the time being in force.
WITNESS WHEREOF the parties have put their respective hands the day and year
first hereinabove written.
THE SCHEDULE ABOVE
and delivered for and on behalf of
named Licensor ____________Company
its Managing Director
the presence of _____________
and delivered by the
named Licensee Mr.______________
the presence of ____________