商标使用授权委托合同

Trademark License AgreementAddress: Number of Business License: Legal Representative: The Licensee: Address: Number of Business License: Legal Representative: Whereas:1. The Licensor is the author of the trademark, Rocketbay & Toro, which can be adjusted and/or altered within various countries and corresponding to varying situations, has the legal right and entitlement to the forementioned trademark(the Trademarkthereinafter).2. The Licesnor shall have the exclusive legal right of the Trademark in all applicable jurisdictions.3. The Licensee commits to a business undertaking under the Trademark within the Peoples Republic of China.4. Based on mutual friendly negotiation, both parties agree to conclude the Trademark License Agreement as follows to facilitate the business development under the Trademark in China.Article 1 Preamble1) The Licensor,as the author of the Trademark, hereby agrees to authorize the Licensee the exclusive business right in the territory of the Peoples Republic of China to develop market of, produce by itself or with outsourcing arrangement, put to sell all legitimate commodities under the Trademark, and conduct other permitted business. The Agreement shall be concluded to clarify the rights and obligations of both parties, which the Licensor and Licensee shall honor at all times. 2) Both parties shall use their best efforts to obtain a successful business undertaking in PRC.Article 2 Parties to the Agreement1) The licensor is duly organized by and exiting under the laws and regulations of the Republic of Korea, with its principal address at , and with Mr. as its legal representative, and business license number of .2) The licensee is duly organized by and exiting under the laws and regulations of the Peoples Republic of China, with its principal address at , and with Mr. as its legal representative and business license number of .Article 3 Summary of Terms and Conditions1) The Licensor hereby agrees to authorize the Licensee the exclusive business right in the territory of the Peoples Republic of China to develop market of, produce by itself or with outsourcing arrangement, put to sell all legitimate commodities under the Trademark, and for that purpose to conclude relevant commercial agreement, which substantializes the business value in the Trademark. Nevertheless, the Licensee shall notify the Licensor in written all details of commercial agreement and obtain written approval from the Licensor before formal execution of such commercial agreement under which the Licensee shall be an agent of the Licensor. A copy of each and all commercial agreements shall be provided to the Licensor.2) The copyright of the Trademark shall be solely attributed to the Licensor at any time and within any jurisdiction, whether the Trademark is or will be registered in any jurisdiction or not.3) The Licensee may, upon the written consent from the Licensor, apply for the registration of the Trademark with the Trademark Office of PRC. Nevertheless,the licensee has the business right only even after the registration of the Trademark in China and the copyright of the Trademark shall remain in the hand of the Licensor.4) The Licensee has the right to import commodities under the Trademark for its operations to resell in PRC after the written consent from the Licensor. Without advanced approval from the Licensor, no sale can be made by the Licensee outside the designated territory, PRC.5) The Licensee,as the agent of the Licensor, shall have been vested all entitlement to any and all legitimate remedies under the law of PRC with regard to its right granted hereunder in respect of the Trademark, against any individual and business entity who has infringed the Trademark right hereunder.Article 4 Terms and Conditions1) The Licensee shall have the exclusive right to undertaking the permitted business under the Trademark in the territory of PRC.2) Notwithstanding section 1) of this article, the Licensor shall have the right to terminate the Agreement immediately and at its sole discretion, provided that the Licensee has committed any violation to applicable laws and regulations or has taken any action damaging or threatening to damage the reputation of the Trademark. Termination in such situation shall not exempt the Licensee from full compensation to the Licensor.3) The Agreement shall be terminated provided that the Licensee fails in achieving the business objectives subsequently stipulated by both party with regard to Chinese market within 2 years. After termination, the Licensor shall be free to license any third party the business right in respect of the Trademark in PRC.Article 5 Product Recognition 1) During the product development by the Licensee alongwith any third party, products designation and color resolution shall be reviewed and recognized by the Licensor. 2) Written response shall be made by the Licensor in respect of the sample product within 15 working days after reciept of the sample product. Recognition shall be deemed granted provided that theLicensor fails to respond to the sample product on time, and the Licensee shall have the right tofurthur product development process with regard to the sample product.Article 6 Profit Sharing Rate1) The Licensee agrees to surrend and pay 30% of its principal operating profit to the Licensor in exchange of the business right and benefit from the Trademark in PRC.2) Notwithstanding, the sharing rate can be adjusted by mutual negotiation according to the characteristics of particular business line contract. Article 7 Payment of Profit Sharing 1) The Licensee shall calculate the total operating profit quaterly, and supply with the Licensor by the end of the month following the end of such calendar quarter(i.e. January, April, July, October) quarterly report and all relevant supported additions 2) The maining portion after the deduction of agent fees from the quarterly total operating profit shall be return to the account designated by the Licensor within 10 days after the issue date of the quarterlyreport. In event of Force Majeure or any other due cause, both parties may negotiate any adjustment tothe payment deadline.3) The Licensor shall have the right to receive its quarterly profit sharing in RMB, USD or Euro, with the exchange rate prevailing in then market.4) Have the supported additions been perceived by the Licensor to be inadequate, any further document and addition shall be made and supplied, at the request of the Licensor, within 10 working days after such request.5) The Licensor shall have the right to exam and audit the permitted business under the Trademark of the Licensee at any time without prior notice, while the Licensee shall provide adequate and honest assistance and convenience with the Licensor in such occasion.6) If any discrepency from the requirement under the Agreement has been identified by the Licensor in the process of examination and audit on the Licensee, the Licensee shall compensate all direct and indirect fees and expenditures with regard to such examination and audits, and pay a double amountof the penalty equivalent to the damage or discrepant amount.Article 8 Term of this Agreement1) The term of this Agreement shall be five years from the execution date.2) The Agreement shall be terminated at the expire of the Agreement if no extension agreement has been reached then.3) Both parties may negotiate the extesion terms and conditions within the final 3 months before the expiry.Article 9 AssignmentThe Licensee shall not assign all or any part of this Agreement to any third party,except for under any special situation recognized by the Licensor or in event of Force Majeure, all of which shall be recognized and consented by the Licensor in written.Article 10 ConfidentialityUnless otherwise required by government or mutual consent, the content and any information received during the performance process of this Agreement shall be held confidential during the term of this Agreement and then after as well.Article 11 Termination and Restitution1) Upon occurrence of any events enumerated hereunder, the Licensor may terminate the Agreement without notice to the Licensee:A. the Licensee has voilated any part of its obligation hereunder;B. the Licensee has been subject to voluntary or involuntary bankcruptcy procedure;C. the Licensee has been suspended accessibility to bank service or been received by any competent court;D. the business license of the Licensee has been revoked, suspended or void by any governmental body;E. Force Majeure event causing the Licensee failing in performance of this Agreement and both parties have agreed to terminate this Agreement;F. the Licensee has voilated any law of PRC.2) The Licensee shall not conduct any business with regard to the Trademark hereunder.3) The licensee shall restitute all conditions to the original level and be liable for all expenses and cost incurred after the termination of this Agreement.Article 12 Damages1) The Licensee shall be held harmless against any and all damages arising from the Licensors violation to the Agreement or due to that the Licensees right hereunder has been deprived by PRC.2) The Licensor shall be held harmless against any and all damages arising from the Licensees violation to the Agreement and/or any PRC law,whether the Agreement has been terminated or not.Article 13 Disclaims1) No party shall be held responsible for any damage arising from or due to war, god acts, law amendment or any other force majeure events which can not be attributed to any party.2) Notwithstanding the foregoing section 1), the non-performance party shall be vested a due care obligation to minimize any loss to the opposite party.3) Any excessive loss shall be bound by the non-performance party for its willingness or gross neglectance in failing to take loss minimizing action, if the excessive loss shall be otherwise avoided.Article 14 Resolution 1) Any dispute shall be resoluted through