TRADEMARK LICENSING AGREEMENT (来源：英语杂志 http://www.EnglishCN.com)
Agreement made this ___________day of ______________， between ___________（hereinafter called “Licensor”）， and ________（hereinafter called “Licensee”）：WITNESSETH
Whereas Licensor owns certain valuable registered trademarks and service marks， and owns and has merchandising rights to various other Licensor properties as defined in paragraph 1 of the Rider attached hereto and hereby made a part hereof （hereinafter called “Name”）， said Name having been used over the facilities of numerous stations in radio and/or television broadcasting in allied fields， and in promotional and advertising material in different businesses and being well Known and recognized by the general public and associated in the public mind with Licensor， and
Whereas Licensee desires to utilize the Name upon and in connection with the manufacture， sale and distribution of articles hereinafter described，
Now， Therefore， in consideration of the mutual promises herein contained， it is hereby agreed：
1 Grant of License
Upon the terms and conditions hereinafter set forth， Licensor hereby grants to Licensee as a related company， and Licensee hereby accepts the right， license and privilege of utilizing the Name solely and only upon and in connection with the manufacture， sale and distribution of the following articles.
The license hereby granted extends only to ________________. Licensee agrees that it will not make， or authorize， any use， direct or indirect，of the Name in any other area， and that it will not knowingly sell articles covered by this agreement to persons who intend or are likely to resell them in any other area.
The term of the license hereby granted shall be effective on the _______day of ____________ and shall continue until the _______ day of __________， unless sooner terminated in accordance with the provisions hereof. The term of this license may be automatically renewed from year to year upon all the terms and conditions contained herein， with the final renewal to expire on December 31st， ____________. At the end of each term，beginning with December 31st， ________________， this license shall be automatically renewed for a one year term expiring December 31st of the following year， unless either party hereto shall be given written notice to the contrary at least thirty （30） days prior to the expiration date.
2 Terms of Payment
Licensee agrees to pay to Licensor as royalty a sum equal to __________percent of all net sales by Licensee or any of its affiliated，associated or subsidiary companies of the articles covered by this agreement. The term “net sales” shall mean gross sales less quantity discounts and returns， but no deduction shall be made for cash or other discounts or uncollectible accounts. No costs incurred in the manufacture，sale， distribution or exploitation of the articles shall be deducted from any royalty payable by Licensee. Licensee agrees that in the event it should pay any other Licensor a higher royalty or licensing rate or commission than that provided herein for the use of the Name， than said higher rate shall automatically and immediately apply to this contract.
（b） Minimum Royalties
Licensee agrees to pay to Licensor a minimum royalty of ___________Dollars （$______） as a minimum guarantee against royalties to be paid to Licensor during the first contract term， said minimum royalty to be paid on or before the last day of the initial term hereof. The advance sum of______________ dollars （$ __________） paid on the signing hereof shall be applied against such guarantee. No part of such minimum royalty shall in any event be repayable to Licensee.
（c） Periodic Statements
Within _________ days after the initial shipment of the articles covered by this agreement， and promptly on the _________________ of each calendar __________ thereafter， Licensee shall furnish to Licensor complete and accurate statements certified to be accurate by Licensee showing the number， description and gross sales price， itemized deductions from gross sales price and net sales price of the articles covered by this agreement distributed and/or sold by Licensee during the preceding calendar ____________， together with any returns made during the preceding calendar ___________ For this purpose， Licensee shall use the statement form attached hereto， copies of which form may be obtained by Licensee from Licensor. Such statements shall be furnished to Licensor whether or not any of the articles have been sold during the preceding calendar ____________.
（d） Royalty payments
Royalties in excess of the aforementioned minimum royalty shall be due on the ___________ day of the ____________ following the calendar _____________ in which earned， and payment shall accompany the statements furnished as required above. The receipt or acceptance by Licensor of any of the statements furnished pursuant to this agreement or of any royalties paid hereunder （or the cashing of any royalty checks paid hereunder） shall not preclude Licensor from questioning the correctness thereof at any time， and in the event that any inconsistencies or mistakes are discovered in such statements or payments， they shall immediately be rectified and the appropriate payment made by Licensee. Payment shall be in _______________. Domestic taxes payable in the licensed territory shall be payable by Licensee.
（a） Nothing in this agreement shall be construed to prevent Licensor from granting any other licenses for the use of the Name or from utilizing the Name in any manner whatsoever， except that Licensor agrees that except as provided herein it will grant no other licenses for the territory to which this license extends effective during the term of this agreement，for the use of the Name in connection with the sale of the articles described in paragraph 1.
（b） It is agreed that if Licensor should convey an offer to Licensee to purchase any of the articles listed in paragraph 1， in connection with a premium， giveaway or other promotional arrangement， Licensee shall have _______ days within which to accept or reject such an offer. In the event that Licensee fails to accept such offer within the specified _______ days， Licensor shall have the right to enter into the proposed premium，giveaway or promotional arrangement using the services of another manufacturer， provided， however， that in such event Licensee shall have a three （3） day period within which to meet the best offer of such manufacturer for the production of such articles if the price of such manufacturer is higher than the price offered to Licensee by Licensor. Licensee agrees that it shall not， without the prior written consent of Licensor， （i） offer the articles as a premium in connection with any other product or service， or （ii） sell or distribute the articles in connection with another product or service which product or service is a premium.
4 Good Will
Licensee recognizes the great value of the good will associated with the Name， and acknowledges that the Name and all rights therein and good will pertaining thereto belong exclusively to Licensor， and that the Name has a secondary meaning in the mind of the public.
5 Licensor’s Title and Protection of Licensor’s Rights