This License Agreement (“Agreement”) is entered into as of [Effective Date], by and between:
Licensor: [Your Company Name], a [State] corporation with principal offices located at [Business Address], referred to herein as “Licensor.”
Licensee: [Licensee Company Name], a [State] corporation with principal offices located at [Licensee Address], referred to herein as “Licensee.”
Collectively referred to as the “Parties.”
1. Grant of License
Licensor hereby grants to Licensee a non-exclusive, non-transferable license to purchase, distribute, and resell print supply products (“Products”) provided by Licensor under the terms and conditions set forth in this Agreement.
Licensee is authorized to market, promote, and sell Products under Licensor’s brand name and trademarks solely for the purpose of resale to Licensee’s customers.
2. Term and Termination
a. Term
This Agreement shall commence on the Effective Date and shall remain in effect for one (1) year, automatically renewing for successive one-year periods unless either party provides written notice of termination at least thirty (30) days prior to the expiration of the current term.
b. Termination for Cause
Either party may terminate this Agreement immediately if the other party:
- Breaches any material term or condition of this Agreement and fails to remedy such breach within fifteen (15) days of written notice;
- Becomes insolvent or subject to bankruptcy or receivership proceedings;
- Engages in any conduct that damages the reputation of the other party or its products.
3. Pricing and Payment Terms
- Licensee agrees to purchase Products at the wholesale pricing provided by Licensor, subject to updates upon thirty (30) days’ notice.
- Payment terms are [e.g., Net 30], unless otherwise agreed in writing.
- Licensee shall be responsible for all applicable taxes, duties, and shipping costs unless otherwise agreed.
4. Use of Trademarks and Branding
Licensee is permitted to use Licensor’s trademarks, trade names, and logos solely for the promotion and sale of Products under this Agreement.
- Licensee may not alter, modify, or misuse Licensor’s branding.
- All goodwill associated with the use of Licensor’s trademarks shall inure to the benefit of Licensor.
5. Obligations of Licensee
- Compliance with Laws: Licensee agrees to comply with all applicable local, state, and federal laws in connection with its activities under this Agreement.
- Sales & Marketing: Licensee will use best efforts to market and promote the Products in a manner consistent with Licensor’s brand guidelines.
- No Unauthorized Distribution: Licensee may not distribute Products outside of agreed-upon territories or channels without prior written consent.
6. Intellectual Property
All rights, title, and interest in and to the Products and any associated intellectual property (IP), including trademarks and copyrights, shall remain with Licensor.
7. Confidentiality
Licensee agrees to keep confidential all non-public information, including pricing, product specifications, and customer lists, obtained from Licensor.
- This obligation will survive the termination of this Agreement for a period of two (2) years.
8. Limitation of Liability
Licensor shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profit or business opportunities, arising out of this Agreement.
Licensor’s total cumulative liability under this Agreement shall not exceed the total amount paid by Licensee to Licensor in the six (6) months preceding any claim.
9. Indemnification
Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any claims, damages, or liabilities arising out of Licensee’s breach of this Agreement, negligence, or willful misconduct.
10. Miscellaneous
a. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of law principles.
b. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, or representations.
c. Amendments
Any amendments or modifications to this Agreement must be in writing and signed by both Parties.
d. Assignment
Licensee may not assign or transfer this Agreement without the prior written consent of Licensor.
e. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11. Notices
All notices under this Agreement shall be given in writing and delivered via certified mail, email with confirmation, or recognized courier to the addresses listed above or to such other address as a party may designate in writing.