Fill and Sign the Licensor Product Form

License Agreement Agreement made on the ________________________ (date) , between __________________________________ (Name of Licensor) , a corporation organized and existing under the laws of the state of __________________, with its principal office located at ____________________________________________________________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Licensor and _______________________________ (Name of Licensor) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at _____________________________________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Licensor . Whereas, Licensor has certain trademark and other intellectual property rights to the name and industrial designs of a line of apparel known as ______________________________ (name) ; and Whereas, Licensor is seeking an exclusive distributor of said line of apparel (here sometimes referred to as the Products ); and Whereas, __________________________________ (Name of Licensee) desires to be an exclusive distributor of said line of apparel; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement , and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Grant of License Upon and subject to the terms and conditions hereinafter set forth, Licensor hereby grants to Licensee , and Licensee hereby accepts the exclusive right, License and privilege of distributing said line of apparel known as _____________________________ (name) in and throughout the United States and Canada (hereinafter called the Territory). Such right, License and privilege of distributing are hereinafter called the License . Licensor reserves the right to sell Product in the Territory, but only at prices no less than those prices being used by Licensee in the sale of the Product. 2. Term The term of the License shall commence upon the execution of this Agreement (hereinafter called Commencement Date ) and shall expire 99 years from said Commencement Date , unless sooner terminated as provided under this Agreement . 3. Covenants of Licensee A. Licensee shall commence sale and distribution of the Products as soon as practicable after the Commencement Date. B. Payment and Royalties Licensee shall pay to Licensor percentage royalties (hereinafter called Royalties within ______ (number) days of the last day of each calendar month the amount equal to __________%. Royalties will be based on the net sales defined below. C. Statements Within ______ (number) days of the last day of each calendar month, Licensee shall furnish to Licensor a complete and accurate financial statement and payment of the Royalty. D. As used in this Agreement , the term net sales means the gross sales earned by Licensee for sale of the Products less refunds, credits, charges from credit card companies, website costs and allowances actually made or allowed to customers for returned Products, (x) customary trade discounts (including anticipations) afforded to and actually taken by customers against payment for the Products, and allocated overhead of &______________________. 4. Relationship between the Parties Nothing herein contained shall be construed to place the parties in the relationship of partners or joint venturers, and Licensee shall have no power to obligate or bind Licensor . 5. Licensee may terminate this Agreement at any time, and for any reason whatsoever, by providing ________ (number) days written notice to Licensor . Once terminated, all obligations under this Agreement shall immediately cease and become null and void and all payments to Licensor shall be payable within ________ (number) days of the termination date. 6. The invalidity of any part of this Agreement shall not be deemed to affect the validity of any other part. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 7. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement , or the waiver of any breach of any of the terms and conditions of this Agreement , shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 8. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _________________. 9. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement . 10. A ny dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11. This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement . 12. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 13. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 14. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. ___________________________ ___________________________ (Name of Licensor) (Name of Licensee) By: ______________________________ By: _____________________________ _________________________________ ________________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation _________________________ _________________________ (Signature of Officer) (Signature of Officer)