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Apparel Licensing Agreement Template for Hong Kong

A comprehensive legal agreement governed by Hong Kong law that establishes the terms and conditions under which a brand owner (licensor) grants rights to another party (licensee) to manufacture, distribute, and sell apparel products bearing the licensed trademarks or designs. The agreement covers crucial aspects including quality control, royalty payments, territorial restrictions, and manufacturing specifications, while ensuring compliance with Hong Kong's intellectual property and commercial laws. It includes detailed provisions for product approval processes, marketing requirements, and brand protection measures specific to the apparel industry.

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What is a Apparel Licensing Agreement?

The Apparel Licensing Agreement is essential for brand owners looking to expand their market presence through authorized manufacturing and distribution partnerships in Hong Kong and beyond. This document is typically used when a brand owner wants to maintain control over their intellectual property while allowing another party to produce and sell branded clothing items. It incorporates Hong Kong legal requirements and market practices, particularly in relation to intellectual property protection, manufacturing standards, and commercial arrangements. The agreement is crucial for protecting brand integrity while enabling commercial exploitation of trademark rights in the apparel sector. It includes comprehensive provisions for quality control, royalty structures, territorial restrictions, and compliance with local regulations, making it suitable for both domestic Hong Kong operations and international licensing arrangements governed by Hong Kong law.

What sections should be included in a Apparel Licensing Agreement?

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

What sections are optional to include in a Apparel Licensing Agreement?

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

What schedules should be included in a Apparel Licensing Agreement?

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Hong Kong

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use

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