TRADEMARK LICENSE AGREEMENT

August 30, 2023

TRADEMARK LICENSE AGREEMENT

BETWEEN

________ (“THE LICENSOR”)

AND

__________________ (“THE LICENSEE”)

THIS AGREEMENT is made on the _____day of __________________20_, entered
into by the Licensor and the Licensee (Licensor and Licensee collectively referred to as the “Parties”
or individually as the “Party”) and includes that party’s successors and assigns.
WHEREAS:
A. To the Licensor’s knowledge the Licensor owns or holds certain rights in respect of the
Trademark _____________ (hereinafter “Marks”);
B. The Licensor has agreed to licence to the Licensee the non-exclusive right to use the Marks;
and
C. To the Licensor’s knowledge the Licensor has the right and authority to licence to the
Licensee the right to use the Marks.
NOW THEREFORE in consideration of the representations, warranties, covenants and agreements
contained herein and other good and valuable consideration (the receipt and sufficiency of which is
hereby irrevocably acknowledged) the parties agree as follows:

  1. LICENSE GRANT. The Licensor hereby grants to the Licensee on the terms contained herein a
    non-exclusive, royalty free licence (the “Licence”) to use the Marks throughout the world (the
    “Territory”). The Licensee agrees to use the Marks only in accordance with terms and conditions
    set out in this Agreement. The Licensor may itself use the Marks in the Territory but may not
    grant licences to other persons to use the Marks.
  2. PERMITTED AND PROHIBITED USES.  The Licensee will use the Marks only while the
    Licence is in effect, only in the Territory, in association with the Licensee’s clothing brand, and
    shall not use the Mark in any similar creative space as the Licensor that would lead to confusion.
    The Licensee will use the Marks only in compliance with all applicable laws and regulations. 
    Licensee shall not at any time, whether during or after the term of this Agreement, do or cause to
    be done any act aimed to challenging, contesting, impairing, invalidating, or tending to impair or
    invalidate any of Licensor’s rights in the Marks.
    Licensee acknowledges and agrees that Licensor has, shall retain, and may exercise during the
    term of this Agreement and thereafter all intellectual property rights and remedies available to
    Licensor, whether derived from this Agreement, from law, or otherwise, as a result of or in
    connection with Licensee’s breach of this Agreement.
  3. TERM.  The Licence will commence as of the Effective Date until termination. Either party may
    terminate this agreement upon giving the other party no less than 30 day’s notices in writing. If a
    party wishes to terminate the contract with less than these stated days, the other party reserves the
    right to charge costs they have already been paid in advance or incurred.
  4. RELEASE. To the extent permitted by law, the Licensee will in no way be liable to the Licensor
    or any third party for any loss or damage, however, caused (including through negligence) which
    may be directly or indirectly suffered in connection with any use of the Marks; and Licensor
    hereby releases Licensee to the fullest extent from any such liability, loss, damage or claim.
  5. DISPUTE RESOLUTION. Parties agree to settle disputes under this Agreement through (select
    one)
    ☐Negotiation ☐Mediation ☐Arbitration
    ☐Litigation.
  6. ASSIGNMENT. Licensee shall not assign, sublicense, transfer, or otherwise convey Licensee’s
    rights or obligations under this Agreement without Licensor’s prior written consent. Licensee shall
    indemnify and hold harmless Licensor against all liability, costs, and expenses, including but not

limited to a reasonable attorneys’ fee, arising out of or in connection with claims relating to an
attempted assignment, sublicense, transfer, or other conveyance of Licensee’s rights and
obligations.

  1. CONFIDENTIALITY. All non-public, confidential, or proprietary information of a Party
    (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other
    form or media, and whether or not marked, designated or otherwise identified as “confidential” in
    connection with this Contract is confidential, solely for the use of performing this Contract and
    may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing.
    Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all
    documents and other confidential materials received from Disclosing Party. Disclosing Party shall
    be entitled to injunctive relief for any violation of this Section. This Section does not apply to
    information that is: (a) in the public domain; (b) known to Recipient Party at the time of
    disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third
    party. In addition, this Agreement is confidential and cannot be divulged to third parties by a
    Party, unless as provided by law, without the written consent of the other Party.
  2. GENERAL PROVISIONS. This Agreement may be amended only by the written consent of the
    Parties hereto. If any provision is held to be invalid or unenforceable, it shall not affect the validity
    or enforceability of any other provision. This Agreement constitutes the entire agreement between
    the Parties. It supersedes all prior oral or written agreements or understandings between the Parties
    concerning the subject matter of this Agreement. The parties will exercise utmost good faith in
    this Agreement. A waiver by one Party of any right or benefit provided in this Agreement does not
    infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any
    other right or benefit provided in this Agreement. This Agreement may be executed in any number
    of counterparts, each of which shall be an original and all of which constitute the same instrument.
    The Article and Section headings in this Agreement are for convenience, and they form in no part
    of this Agreement and shall not affect its interpretation. Whenever used herein, the singular
    number shall include the plural, and the plural number shall include the singular. Any references
    herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall
    be construed to include the feminine or neuter gender and form, and vice versa.
    Any notice required to be given between the Parties pursuant to the provisions of this Agreement
    shall be in writing and shall be deemed duly given:
    (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
    (ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
    business day after the date postmarked, or
    (iii) sent by email.
    at the following addresses or such changed address as the Party shall have specified by written
    notice, provided that any notice of change of address shall be effective only upon actual receipt.
    Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by
    the recipient, and the effective date of such notice shall be the date of receipt, provided such
    receipt has been confirmed by the recipient.
    THE LICENSOR: _______________________________

THE LICENSEE: _______________________________
This Agreement shall be governed in all respects by the laws of the state of __ and its
Courts without regard to its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.
Signed by the LICENSOR

Signature:
Name:
Date:………………………………………

Signed by the LICENSEE

Signature:
Name:
Date:…………………………………………….…………

TRADEMARK LICENSE AGREEMENT

BETWEEN

________ (“THE LICENSOR”)

AND

__________________ (“THE LICENSEE”)

THIS AGREEMENT is made on the _____day of __________________20_, entered
into by the Licensor and the Licensee (Licensor and Licensee collectively referred to as the “Parties”
or individually as the “Party”) and includes that party’s successors and assigns.
WHEREAS:
A. To the Licensor’s knowledge the Licensor owns or holds certain rights in respect of the
Trademark _____________ (hereinafter “Marks”);
B. The Licensor has agreed to licence to the Licensee the non-exclusive right to use the Marks;
and
C. To the Licensor’s knowledge the Licensor has the right and authority to licence to the
Licensee the right to use the Marks.
NOW THEREFORE in consideration of the representations, warranties, covenants and agreements
contained herein and other good and valuable consideration (the receipt and sufficiency of which is
hereby irrevocably acknowledged) the parties agree as follows:

  1. LICENSE GRANT. The Licensor hereby grants to the Licensee on the terms contained herein a
    non-exclusive, royalty free licence (the “Licence”) to use the Marks throughout the world (the
    “Territory”). The Licensee agrees to use the Marks only in accordance with terms and conditions
    set out in this Agreement. The Licensor may itself use the Marks in the Territory but may not
    grant licences to other persons to use the Marks.
  2. PERMITTED AND PROHIBITED USES.  The Licensee will use the Marks only while the
    Licence is in effect, only in the Territory, in association with the Licensee’s clothing brand, and
    shall not use the Mark in any similar creative space as the Licensor that would lead to confusion.
    The Licensee will use the Marks only in compliance with all applicable laws and regulations. 
    Licensee shall not at any time, whether during or after the term of this Agreement, do or cause to
    be done any act aimed to challenging, contesting, impairing, invalidating, or tending to impair or
    invalidate any of Licensor’s rights in the Marks.
    Licensee acknowledges and agrees that Licensor has, shall retain, and may exercise during the
    term of this Agreement and thereafter all intellectual property rights and remedies available to
    Licensor, whether derived from this Agreement, from law, or otherwise, as a result of or in
    connection with Licensee’s breach of this Agreement.
  3. TERM.  The Licence will commence as of the Effective Date until termination. Either party may
    terminate this agreement upon giving the other party no less than 30 day’s notices in writing. If a
    party wishes to terminate the contract with less than these stated days, the other party reserves the
    right to charge costs they have already been paid in advance or incurred.
  4. RELEASE. To the extent permitted by law, the Licensee will in no way be liable to the Licensor
    or any third party for any loss or damage, however, caused (including through negligence) which
    may be directly or indirectly suffered in connection with any use of the Marks; and Licensor
    hereby releases Licensee to the fullest extent from any such liability, loss, damage or claim.
  5. DISPUTE RESOLUTION. Parties agree to settle disputes under this Agreement through (select
    one)
    ☐Negotiation ☐Mediation ☐Arbitration
    ☐Litigation.
  6. ASSIGNMENT. Licensee shall not assign, sublicense, transfer, or otherwise convey Licensee’s
    rights or obligations under this Agreement without Licensor’s prior written consent. Licensee shall
    indemnify and hold harmless Licensor against all liability, costs, and expenses, including but not

limited to a reasonable attorneys’ fee, arising out of or in connection with claims relating to an
attempted assignment, sublicense, transfer, or other conveyance of Licensee’s rights and
obligations.

  1. CONFIDENTIALITY. All non-public, confidential, or proprietary information of a Party
    (Disclosing Party), whether disclosed orally or disclosed or accessed in written, electronic or other
    form or media, and whether or not marked, designated or otherwise identified as “confidential” in
    connection with this Contract is confidential, solely for the use of performing this Contract and
    may not be disclosed or copied unless authorized in advance by the Disclosing Party in writing.
    Upon the Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all
    documents and other confidential materials received from Disclosing Party. Disclosing Party shall
    be entitled to injunctive relief for any violation of this Section. This Section does not apply to
    information that is: (a) in the public domain; (b) known to Recipient Party at the time of
    disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third
    party. In addition, this Agreement is confidential and cannot be divulged to third parties by a
    Party, unless as provided by law, without the written consent of the other Party.
  2. GENERAL PROVISIONS. This Agreement may be amended only by the written consent of the
    Parties hereto. If any provision is held to be invalid or unenforceable, it shall not affect the validity
    or enforceability of any other provision. This Agreement constitutes the entire agreement between
    the Parties. It supersedes all prior oral or written agreements or understandings between the Parties
    concerning the subject matter of this Agreement. The parties will exercise utmost good faith in
    this Agreement. A waiver by one Party of any right or benefit provided in this Agreement does not
    infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any
    other right or benefit provided in this Agreement. This Agreement may be executed in any number
    of counterparts, each of which shall be an original and all of which constitute the same instrument.
    The Article and Section headings in this Agreement are for convenience, and they form in no part
    of this Agreement and shall not affect its interpretation. Whenever used herein, the singular
    number shall include the plural, and the plural number shall include the singular. Any references
    herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall
    be construed to include the feminine or neuter gender and form, and vice versa.
    Any notice required to be given between the Parties pursuant to the provisions of this Agreement
    shall be in writing and shall be deemed duly given:
    (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
    (ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
    business day after the date postmarked, or
    (iii) sent by email.
    at the following addresses or such changed address as the Party shall have specified by written
    notice, provided that any notice of change of address shall be effective only upon actual receipt.
    Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by
    the recipient, and the effective date of such notice shall be the date of receipt, provided such
    receipt has been confirmed by the recipient.
    THE LICENSOR: _______________________________

THE LICENSEE: _______________________________
This Agreement shall be governed in all respects by the laws of the state of __ and its
Courts without regard to its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.
Signed by the LICENSOR

Signature:
Name:
Date:………………………………………

Signed by the LICENSEE

Signature:
Name:
Date:…………………………………………….…………

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