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Название документаЛицензионный договор на использование товарного знака (с иностранной компанией) (англ.)

   

                      LICENSE AGREEMENT Nо. _________

             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.

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