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Agreement

Trademark / IP Licensing Agreement

An agreement licensing a trademark or intellectual property from a licensor to a licensee for defined use.

TRADEMARK / IP LICENSING AGREEMENT

This Agreement is made on [Effective Date] between [Licensor Name] and [Licensee Name].

1. Parties. This Trademark / IP Licensing Agreement is made between [Licensor Name], of [Licensor Address] (the "Licensor"), and [Licensee Name], of [Licensee Address] (the "Licensee"), together the "Parties".

2. Grant and Scope. The Licensor grants the Licensee a [exclusive / non-exclusive], non-transferable licence to use the trademark/IP described in Schedule A (the "Licensed IP") in connection with [Products / Services] within the territory of [Territory], subject to this Agreement.

3. Term. This Agreement is effective from [Effective Date] for [Number] years, renewable by mutual consent, subject to the Licensed IP remaining valid and registered.

4. Royalty, Payment and GST. The Licensee shall pay a royalty of [Rate]% of net sales (or a fixed fee of Rs. [Amount]), exclusive of GST, charged at the applicable rate on a valid tax invoice. Royalty statements and payment are due within [Number] days of each [Period]. TDS shall be deducted as per law.

5. Quality Control and Obligations. The Licensee shall use the Licensed IP only as authorised, maintain quality standards prescribed by the Licensor, permit inspection, and not challenge the validity of the Licensed IP. The Licensor shall maintain registration of the Licensed IP.

6. Intellectual Property. The Licensed IP and all goodwill arising from its use remain the exclusive property of the Licensor. The Licensee acquires only the licence granted and shall promptly notify the Licensor of any infringement.

7. Confidentiality. Each Party shall keep confidential the other's non-public information disclosed under this Agreement.

8. Indemnity. The Licensee shall indemnify the Licensor against claims arising from its use of the Licensed IP; the Licensor shall indemnify the Licensee against claims that the Licensed IP infringes third-party rights.

9. Termination. Either Party may terminate for material breach uncured within [Number] days. On termination the Licensee shall immediately cease all use of the Licensed IP.

10. Governing Law, Jurisdiction and Arbitration. This Agreement is governed by the laws of India, subject to the exclusive jurisdiction of the courts at [City]. Disputes shall be referred to a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at [City], in English.

_____________________
For [Licensor Name]
Authorised Signatory
_____________________
For [Licensee Name]
Authorised Signatory

Before you use it — fill in / check

  • Licensor
  • Licensee
  • Effective date
  • Licensed IP

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.