Brand Protection Agreement

BRAND PROTECTION AGREEMENT

This Brand Protection Agreement ("Agreement") is made and entered into as of Date: between Client Name: , a/an Entity Type: , located at (the "Client"), and Brand Agent Name: , a/an Entity Type: , located at (the "Agent"). Client and Agent are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client owns and/or controls certain trademarks, trade names, logos, domain names, product designs and related intellectual property used in commerce (the "Brand"), including Brand Name: and Registrations/Serial Numbers: .

WHEREAS, Client wishes to protect the Brand from infringement, counterfeiting, unauthorized use, unauthorized listings and other unlawful conduct in the Territory: ; and

WHEREAS, Agent provides brand protection, monitoring, enforcement and anti-counterfeiting services and is willing to provide such services to Client subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Infringing Material" means any product, listing, advertisement, domain name, social media account, promotional material or other item that uses, copies or displays the Brand or marks confusingly similar thereto, or otherwise trades on Client's goodwill without Client's authorization.

1.2 "Services" means the monitoring, investigation, enforcement and reporting activities described in Section 2.

2. APPOINTMENT AND SCOPE OF SERVICES

2.1 Appointment. Client appoints Agent, and Agent accepts appointment, to perform Services to identify, investigate and pursue remedies for Infringing Material in the Territory and on specified channels, including online marketplaces, social media platforms, web domains and physical marketplaces.

2.2 Scope. Services shall include: proactive brand monitoring; submission of infringement notices and takedown requests; preparation and service of cease-and-desist communications; coordination with marketplace operators, payment processors and law enforcement where appropriate; domain name dispute filings as authorized; referral to legal counsel for litigation support; and preservation of evidence. Client may select optional services below:

Marketplace monitoring    Domain monitoring    Social media monitoring    Physical anti-counterfeiting support

3. ENFORCEMENT PROCEDURES; SETTLEMENT AUTHORITY

3.1 Standard Procedure. Upon identification of suspected Infringing Material, Agent shall (a) collect and preserve evidence; (b) notify Client with a recommended course of action; and (c) where authorized by Client, submit takedown notices, counter-notices and other enforcement communications on behalf of Client.

3.2 Settlement Authority. Agent is authorized to negotiate and enter into settlements on behalf of Client for monetary recovery or remediation up to Amount: . Any settlement exceeding that amount requires Client's prior written approval.

3.3 Emergency Measures. If Agent reasonably determines immediate action is necessary to prevent substantial harm to the Brand, Agent may take reasonable emergency measures and shall promptly notify Client of such measures and costs incurred.

4. INTELLECTUAL PROPERTY; LICENSE

4.1 Ownership. Client retains all right, title and interest in and to the Brand and all related intellectual property. Nothing in this Agreement transfers ownership of any intellectual property from Client to Agent.

4.2 Limited License. Client grants Agent a non-exclusive, non-transferable, revocable license to use Client's Brand solely to perform the Services and to communicate with third parties as authorized in this Agreement. Agent shall not use the Brand for any other purpose without Client's prior written consent.

5. CONFIDENTIALITY

5.1 Confidential Obligations. Each Party shall keep confidential all non-public business information and materials disclosed by the other Party in connection with this Agreement ("Confidential Information") and shall not disclose such information except as necessary to perform its obligations or as required by law.

5.2 Duration. The obligations in this Section shall continue for Confidentiality Period (years): years after termination or expiration of this Agreement.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall be Term (months): months commencing on the Effective Date. The Agreement will automatically renew for successive renewal terms of Renewal Term (months): months unless either Party provides written notice of non-renewal at least Notice Period (days): days prior to the end of the then-current term.

6.2 Termination for Cause. Either Party may terminate this Agreement upon material breach by the other Party if the breach is not cured within Cure Period (days): days after receipt of written notice specifying the breach.

6.3 Effect of Termination. Upon termination, Agent shall cease using Client's Brand and return or destroy Confidential Information as directed by Client. Termination shall not relieve Client of its obligation to pay fees accrued prior to termination.

7. FEES AND EXPENSES

7.1 Fees. Client shall pay Agent fees for Services in accordance with the Fee Schedule below. Retainer Amount: . Per-action fee for takedown or similar enforcement action: .

7.2 Expenses. Client shall reimburse Agent for reasonable out-of-pocket expenses incurred in connection with the Services, including filing fees, courier charges and investigation costs, subject to prior written approval for amounts greater than Expense Approval Threshold: .

7.3 Payment Terms. Unless otherwise agreed, invoices are due Net Days: days from invoice receipt. Late payments accrue interest at Interest Rate (% per annum): % per month or the maximum permitted by law, whichever is less.

8. REPORTING; RECORDS; AUDIT RIGHTS

8.1 Reports. Agent shall provide Client with Reports at Reporting Frequency: , which shall document monitoring results, enforcement actions taken, recoveries, and outstanding matters.

8.2 Audit Rights. Client may, upon reasonable prior notice and during normal business hours, audit Agent's records related to Services no more than Audit Frequency (times per year): time(s) per year; any such audit shall be subject to confidentiality protections.

9. REPRESENTATIONS AND WARRANTIES

9.1 Client represents and warrants that it is the owner or authorized licensee of the Brand, that the Brand does not infringe third-party rights to the best of Client's knowledge, and that Client has full authority to engage Agent and to grant the rights and licenses set forth in this Agreement.

9.2 Agent represents and warrants that it will perform Services in a professional manner consistent with industry standards and in compliance with applicable laws and platform rules.

10. INDEMNIFICATION

10.1 Client Indemnity. Client shall indemnify, defend and hold harmless Agent and its officers, directors, employees and agents from and against any claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Client's false or misleading assertions of ownership or rights in the Brand, Client-provided content, or Client's breach of this Agreement.

10.2 Agent Indemnity. Agent shall indemnify, defend and hold harmless Client from claims arising from Agent's gross negligence, willful misconduct or material breach of this Agreement in performing the Services.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages. Except for liabilities arising from willful misconduct or indemnity obligations, neither Party shall be liable to the other for consequential, incidental, punitive or special damages, even if advised of the possibility of such damages.

11.2 Liability Cap. Except for indemnity obligations or liability resulting from willful misconduct, each Party's aggregate liability arising out of or related to this Agreement shall not exceed the Fees paid to Agent under this Agreement in the Twelve Month Period prior to the event giving rise to liability.

12. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered to the Parties at the addresses set forth below and shall be effective upon receipt.

13. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles. Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in the agreed venue unless the Parties mutually agree otherwise.

14. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.

14.3 Amendments and Waiver. No amendment to this Agreement shall be effective unless in writing signed by both Parties. No waiver shall be effective unless in writing.

14.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

MISCELLANEOUS

15.1 Relationship of the Parties. Agent is an independent contractor. Nothing in this Agreement creates an employment, joint venture or agency relationship except as specifically set forth for the limited purpose of enforcing Client's rights.

15.2 Publicity. Agent shall not issue any public statement regarding enforcement actions, settlements or recoveries without Client's prior written consent, except as required by law or by a platform's public notice.

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