IP and merchandise licensing agreement
Reference template · v1.2 · Licensee and Licensor
A rights holder licenses names, logos or likeness for co-branded merchandise.
Reference template, not legal advice. Consult your lawyer.
Reference template only, not legal advice. Laws, stamp duty and tax treatment vary by State and by deal. Have your lawyer review and adapt this document before anyone signs it. Live Aware (operator of Arena) provides these as starting points and is not a party to agreements between users.
On an Arena deal, open the deal and choose Generate draft agreement to get this template filled in with the parties, deliverables, fee and dates.
1. Parties
This agreement is made on [agreement.date] between:1. [partyA.org], represented by [partyA.name] ([partyA.email]) (the "Licensee"); and2. [partyB.org], represented by [partyB.name] ([partyB.email]) (the "Licensor").Each a "Party" and together the "Parties". Registered address, PAN / GSTIN and authorised signatory of each Party: [to be completed].
2. Licensed property and products
The Licensor grants the Licensee a [non-exclusive / exclusive] licence to use [names, logos, likeness, artwork] (the "Licensed Property") on [product categories] (the "Products") in the Territory [India] [and online channels ___] from [deal.start] to [deal.end].
3. Royalties and minimum guarantee
The Licensee shall pay a royalty of [__]% of net sales of the Products, against a minimum guarantee of [deal.value] payable [on signature / in instalments], recoupable only against royalties earned during the term. Royalty statements with units sold, gross and net sales are due within [15] days of each quarter end, with payment of royalties above the guarantee. Any unrecouped balance of the guarantee is payable within [30] days of the end of the term. The Licensor may audit records once a year on [15] days' notice.
4. Approvals and quality
Every design, sample, packaging and marketing material using the Licensed Property needs the Licensor's prior written approval. Products shall meet applicable Indian standards (including BIS where mandatory) and the Legal Metrology (Packaged Commodities) Rules.
5. Deliverables and timeline
The Parties shall deliver the following for [deal.title] (Arena deal [deal.ref]):[deal.deliverables]Term: [deal.start] to [deal.end]. Proof of each deliverable (photos, links, reports or analytics screenshots) shall be shared within [7] days of delivery and is deemed accepted unless reasonably disputed within [7] days.
6. Ownership
The Licensor keeps all rights in the Licensed Property. New co-branded artwork is owned [by the Licensor / jointly] and may not be used after the term. Unsold stock may be sold off for [90] days after expiry, subject to royalties.
7. Cancellation
Either Party may cancel this agreement by written notice. If it is cancelled before any deliverable has started, amounts paid shall be refunded within [30] days, less costs already committed with the other Party's written approval. After work has started, the cancelling Party shall pay for deliverables already provided and costs reasonably committed up to the date of the notice, and amounts paid for deliverables not yet provided shall be refunded pro rata within [30] days.
8. Confidentiality
Each Party shall keep the terms of this agreement and any non-public information received from the other Party confidential, using it only to perform this agreement, for the term and [2] years after it ends, except where disclosure is required by law.
9. Data protection
Each Party shall process personal data received under this agreement only for its purpose and in line with the Digital Personal Data Protection Act, 2023 and applicable rules.
10. Termination
Either Party may terminate on [30] days' written notice if the other Party materially breaches this agreement and does not cure the breach within that period. Fees for deliverables accepted before termination remain payable.
11. Liability and indemnity
Each Party indemnifies the other against third-party claims arising from its breach of this agreement or of law. Neither Party is liable for indirect or consequential loss. Total liability is capped at [the fee under this agreement], except for fraud, wilful misconduct or breach of confidentiality.
12. Force majeure
Neither Party is liable for delay or failure caused by events beyond its reasonable control (including natural disasters, epidemics, government action or cancellation of the underlying event). The Parties shall agree in good faith on rescheduling or a pro-rata refund.
13. Governing law and disputes
This agreement is governed by the laws of India. Disputes shall first be discussed in good faith for [30] days, then referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated in [city], in English. Courts at [city] have exclusive jurisdiction for interim relief.
14. General
This agreement is the entire agreement on its subject and may be changed only in writing signed by both Parties. Stamp duty shall be borne by [Party] as per the applicable State Stamp Act. This agreement may be signed electronically and in counterparts. Live Aware (operator of Arena) provides the Arena platform only and is not a party to this agreement.
15. Signatures
For [partyA.org]: Name ____________ Designation ____________ Signature ____________ Date ________For [partyB.org]: Name ____________ Designation ____________ Signature ____________ Date ________