agreement madethis ______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 here by agreed:
1. grant of license
(a) articles
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.(insert description)
(b) territory
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.
(c) term
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
(a) rate
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.
本协议于年________月________日签订。
签约第一方:_______公司,该公司系中国公司,在中国_______注册(以下简称“甲方”);
签约第二方:_______公司,系美国公司,在美国_____________注册(以下简称“乙方”)。
this agreement made this_______day of________ , ________by _________ corporation (hereinafter called “party a”), a chinese corporation having its registered office at______, china, and _______company (hereinafter called “party b”), an american company having its registered office at_______, usa.
兹证明
witnesses
甲方在中国生产和销售_________产品;
乙方生产和销售_________产品(以下称“许可产品”),拥有许可产品的美国专利(以下称“专利”)和_________号注册商标;
whereas party a is engaged in manufacturing and selling _________in china; and
whereas party b is engaged in manufacturing and selling_________(hereinafter called “licensed product”) and has american patent rights to licensed product (hereinafter called “patents”)and registered trademark no.____(hereinafter called “trademark”); and
甲乙双方认为按照中华人民共和国的法律成立共同所有的公司(以下称“合营公司”),在_________地从事生产.销售和开发许可产品,对双方都是有利的;
whereas the parties consider it mutually advantageous to organize a jointly owned corporation (hereinafter called “joint venture”) under the laws of the people's republic of china to engage in the manufacture, sale and development of licensed product in______.
为此,鉴于本协议所述的前提与约定,特此立约如下:
now therefore, in consideration of the premises and convenance described hereinafter party a and party b agree as follows:
第一条 定义
article 1 definitions
在本协议中,除非文中另有明确规定,下列短语具有以下意思:
1.“合营企业”,系指根据本协议建立的公司。
2.“许可产品”,系指________。
3.“专利”,系指____________。
4.“商标”,系指____________。
in this agreement, the following terms have the following meanings unless the context clearly dictates otherwise.
1.“joint venture” means the corporation to be organized pursuant to the provisions of article 2 hereto.
2.“licensed product” means_____.
3.“patents” means______.
4.“trademark” means______.
第二条 建立合营企业
article 2 formation of joint venture
1.甲方和乙方按照中华人民共和国的法律建立合营企业。
2.合营企业称为________,地址为________。
3.合营企业的一切活动,必须遵守中华人民共和国的法律.法令和有关条例规定。
4.合营企业的组织形式为有限责任公司。甲乙双方以各自认缴的出资额对合营公司的债务承担责任。各方按其出资额在注册资本中的比例分享利润和分担风险及亏损。
between aaa corporation and bbb, inc
this amended and restated agreement (this 'agreement') is entered into as of _________,_________,_________(m,d,y) (the 'effective date') by and between aaa corporation, a corporation organized under the laws of the state of _________(placename) ('aaa'), and bbb, inc., a corporation organized under the laws of the state of _________(placename)('bbb'), with reference to the following facts:
a. on or about _________,_________,_________(m,d,y), aaa caused the formation of bbb and transferred certain aaa assets to bbb in return for certain stock in bbb.
b. to assist bbb in its daytoday operations as a new corporate entity, aaa and bbb entered into a map server license agreement dated as of _________,_________,_________(m,d,y) (the 'map server agreement'), pursuant to which aaa provided certain local street maps and driving directions and other mapping services to bbb, and bbb engaged aaa to provide such services.
c. the parties now desire to amend and supercede the map server license agreement in its entirety by entering into this amended and restated map server license agreement pursuant to the terms and conditions set forth herein.
therefore, the parties hereby agree as follows:
aaa confidential
1. definitions
1.1 'affiliates' shall mean any entity in which, as of the effective date, bbb, directly or indirectly, or through one or more intermediaries, holds the beneficial ownership of more than fifty percent (50%) of the equity securities or interests, and only so long as such ownership continues.
1.2 'data' shall mean all thirdparty data licensed by aaa and used in maps and in the separate data dump, as of the effective date.
1.3 'data dump' shall mean the set of data including but not limited to points of interest, city, and region, generally containing unique identifiers such as the related geographic location, name, type, and language, and used in bbb's cataloging system to enable users to search by point of interest when performing a search on bbb.
1.4 'bbb icon' shall mean any graphics or text, including, without limitation, persistent hyperlinks in the form of an bbb logo or other representational icon created by bbb for an bbb travel service or product.
1.5 'bbb data feed' shall mean the data supplied by bbb to aaa which contains the geographic location for any travel service offered by bbb, and the location where the bbb icon or other representational icon, which includes an underlying url to the bbb web site, should be placed on the mappoint.net maps used by bbb.
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