The Logo License Agreement is a crucial document used when a brand owner wishes to permit another party to use their logo or brand mark in a controlled manner. This agreement type is essential in the Irish business landscape, where it must comply with both domestic Irish law and EU regulations. The document is particularly important for protecting intellectual property rights while facilitating commercial relationships. A Logo License Agreement typically includes detailed provisions about usage rights, quality control, territory restrictions, and compensation terms. It's commonly used in scenarios ranging from merchandising and franchise arrangements to corporate partnerships and brand collaborations. The agreement ensures the logo owner maintains control over their brand identity while providing the licensee with clear parameters for legitimate use.
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1. Parties: Identification of the licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, confirmation of logo ownership, and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement including 'Logo', 'Territory', 'Term', 'Licensed Products', etc.
4. Grant of License: Scope of the license granted, including territory, exclusivity/non-exclusivity, and permitted uses
5. Term and Termination: Duration of the license, renewal terms, and circumstances for termination
6. License Fees: Payment terms, royalties, and payment schedule
7. Quality Control: Standards for logo usage, approval processes, and quality maintenance requirements
8. Usage Guidelines: Specific rules for logo display, size, colors, positioning, and prohibited modifications
9. Intellectual Property Rights: Confirmation of ownership, protection of rights, and handling of infringement
10. Warranties and Indemnities: Representations regarding logo ownership and indemnification provisions
11. General Provisions: Standard boilerplate clauses including notices, governing law, and entire agreement
1. Sub-licensing Rights: Include when licensee is permitted to sub-license the logo to third parties
2. Marketing and Promotion: Include when specific marketing requirements or restrictions need to be detailed
3. Digital Usage: Include when logo will be used in digital media, websites, or apps
4. Territory-Specific Requirements: Include when logo usage spans multiple jurisdictions with specific requirements
5. Audit Rights: Include for agreements with royalty payments to allow verification of revenue
6. Modification Rights: Include when licensee is permitted to modify the logo in specific ways
7. Co-Branding Provisions: Include when logo will be used alongside other brands
8. Change of Control: Include when agreement needs to address company ownership changes
1. Schedule 1 - Logo Specifications: Detailed technical specifications of the logo including dimensions, color codes, and file formats
2. Schedule 2 - Logo Artwork: Visual representation of the logo in various approved formats and versions
3. Schedule 3 - Usage Guidelines Manual: Comprehensive brand guidelines for logo usage
4. Schedule 4 - Territory Definition: Detailed description of geographic areas where license is valid
5. Schedule 5 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms
6. Schedule 6 - Approval Process: Step-by-step process for obtaining approval for logo usage
7. Appendix A - Sample Applications: Examples of approved logo applications and use cases
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