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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, including ownership of the relevant IP and business objectives
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of the license, including territory, term, and any restrictions
5. Licensed Products: Detailed description of approved apparel products covered by the license
6. Term and Renewal: Duration of the agreement and conditions for renewal
7. Royalties and Payments: Financial terms, including royalty rates, payment schedules, and reporting requirements
8. Quality Control: Standards, approval processes, and quality assurance requirements
9. Manufacturing Requirements: Production specifications, approved manufacturers, and compliance requirements
10. Distribution Requirements: Approved distribution channels and any territorial restrictions
11. Intellectual Property Protection: IP ownership, protection obligations, and enforcement procedures
12. Marketing and Promotion: Requirements for marketing the licensed products and brand guidelines
13. Representations and Warranties: Standard legal warranties and representations from both parties
14. Termination: Grounds for termination and post-termination obligations
15. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Minimum Guarantees: Minimum sales or royalty guarantees, used when licensor wants assured revenue
2. Exclusivity Provisions: Terms for exclusive licensing rights, if applicable
3. E-commerce Rights: Specific provisions for online sales and digital channels
4. Sub-licensing Rights: Terms allowing licensee to sub-license, if permitted
5. Design Input Rights: Provisions for licensor involvement in product design
6. Corporate Social Responsibility: Environmental and social responsibility requirements
7. Supply Chain Requirements: Specific requirements for sourcing and supply chain management
1. Schedule 1 - Licensed Marks: Detailed list of all trademarks and designs covered by the license
2. Schedule 2 - Licensed Products: Comprehensive list of approved product categories and specifications
3. Schedule 3 - Territory: Detailed description of geographical territories and restrictions
4. Schedule 4 - Royalty Rates: Detailed breakdown of royalty rates by product category or sales channel
5. Schedule 5 - Quality Standards: Detailed quality specifications and testing requirements
6. Schedule 6 - Approved Manufacturers: List of approved manufacturing facilities and their requirements
7. Schedule 7 - Brand Guidelines: Detailed brand usage and style guidelines
8. Appendix A - Approval Procedures: Step-by-step procedures for product and marketing approvals
9. Appendix B - Reporting Templates: Templates for sales reports and royalty calculations
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