Grant merchandising rights to an official supplier of merchandise and products for an event with this customizable Merchandising Agreement template.
- The Agreement is between the organizer of a sporting events, music festival or other event, and a supplier that is supplying merchandise for sale as an official product of the event within the specified territory.
- The organizer grants the merchandiser a license to use trade marks, logos and other marks of the organizer in connection with the sale of merchandise, and the marks must appear on all merchandise and packaging.
- Products must comply with the quality standards set by the organizer.
- The merchandiser cannot distribute products to third party vendors who are not acceptable to the organizer.
- Royalty payments are to be paid by merchandiser based on sales of products.
- The merchandiser must carry product liability insurance.
- The merchandiser must promptly notify the organizer in the event of an infringement claim.
- This is a generic legal form which is not country-specific, and can be used anywhere.
This Merchandising Agreement template is available as a downloadable legal form which is fully editable to fit your business needs.
MERCHANDISING AGREEMENT THIS AGREEMENT made effective as of the _____ day of ______________, _______. BETWEEN: [Organization] [address] (the “Organization”) OF THE FIRST PART - and - [COMPANY] [address] (the “Company”) OF THE SECOND PART WHEREAS: A. [Organization] has been incorporated to act as the [governing body/organizing committee] for the [description of event] (the “Event”); B. The [official logos/business marks/etc] as more particularly described in Schedule “A” hereto (the “Trade Marks”) associated with [the Event] are the exclusive property of [Organization]; C. [Organization] intends to make available to the Company the Trade Marks set out in Schedule “A” hereto on the various terms, conditions and restrictions contained in this Agreement, and other marks made available by [Organization] in its sole discretion from time to time; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows: 1. Definitions & Interpretation 1.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the meanings ascribed to them as follows: (a) “Appropriate Designate” means: (i) with respect to the Trade Marks, [Organization]; and (ii) such other entities as may be named from time to time by [Organization]; (b) “Company” means [COMPANY]; (c) “Event” means [Event]; (d) “Insurance” shall have the meaning ascribed to it in Section [no.] hereof; (e) “Manufacturer” shall have the meaning ascribed to it in Section [no.] hereof; (f) “Official Sponsors” means those entities designated from time to time by [Organization] as Official Sponsors of the Event; (g) “Organization” means [Organization]; (h) “Person” means any individual, firm, company, corporation, government, governmental body or agency, instrumentality, unincorporated body of persons or association; (i) “Products” means those products as described in Section [no.] hereof; -2- (j) “Territory” means that geographic territory as described in Section [no.] hereof; (k) “Trade Marks” means those Trade Marks and other marks as more particularly described in Schedule “A” hereto. 1.2 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.3 All references to currency are to ______________ currency, unless otherwise provided for in this Agreement or the schedules hereto and all payments shall be made in _________ currency. 1.4 All of the schedules attached to this Agreement are incorporated by reference and are deemed to be part of this Agreement. 1.5 “Termination of the rights granted hereunder”, or similar words to that effect as used in this Agreement, shall not be construed as meaning that this Agreement has terminated with respect to the obligations and liabilities of the Company hereunder and such obligations and liabilities shall continue to accrue and continue in full force and effect notwithstanding such termination of rights. 1.6 The words “in writing” or “written”, or similar words to that effect as used in this Agreement shall include printing, typewriting, or any electronic means of communication by which words are capable of being visibly reproduced at a distant point of reception, including facsimile, telex, telegraph and electronic mail (“e-mail”). 2. Grant and Consent 2.1 [Organization], upon the terms, conditions and other provisions hereinafter set forth, hereby: (a) consents to the use of the Trade Marks by the Company, and (b) grants a license to the Company to use the Trade Marks, solely upon or in connection with (including and limited to the manufacturing, distribution and retail sale of) the following product(s): (list OR attach a list as Schedule to Agreement) (such product(s) only as described above, are herein referred to as the “Products”), provided however that such Products are wholly manufactured by the Company or other person approved by [Organization] pursuant to the provisions of Section [no.] hereof and that each and every individual Product be approved, in accordance with the provisions hereof, as to its quality, style and graphic integrity, prior to its distribution, sale or release for any purpose whatsoever. The Products approved herein are intended for retail distribution to the general marketplace and any promotional sales opportunity or other use of the Trade Marks not contemplated and set forth herein requires the prior written approval of [Organization], which such approval may be arbitrarily withheld. 2.2 All terms and provisions of this Agreement shall be subject to the [list any applicable agreements or other documents] and in any matter or dispute the [applicable agreement(s)] shall take precedence. The Company hereby acknowledges receipt of a copy of the [applicable agreement(s)] and agrees to abide by any and all requirements thereof which are applicable to the Company. The terms of this Agreement shall not be affected by any subsequent amendment to the [applicable agreement(s] unless by mutual agreement of [Organization], the Company and the Appropriate Designate. -3- 3. Exclusivity 3.1 The rights herein granted with respect to the Products shall be the sole and exclusive right of the Company during the currency of the rights granted hereunder, within the Territory, and subject always to all of the terms, conditions and other provisions of this Agreement. 4. Integrity of Trade Marks 4.1 The Company acknowledges that it is of fundamental importance to [Organization] and the Appropriate Designate that the integrity of the Trade Marks be maintained to a level deemed appropriate by [Organization] and the Appropriate Designate and in this regard the Company, in addition to the other terms, requirements and obligations contained in this Agreement, agrees to be bound by and to scrupulously follow the usage specifications and policies as set out in Schedule ”B” hereto, as may be amended from time to time by [Organization] in its sole discretion. 5. Quality Control 5.1 The rights granted hereunder to use the Trade Marks shall apply to the Products, provided always that all of the Products and all tags, labels, imprints or other devices, cartons, containers, packing or wrapping material or other accessories whatsoever to the Products which incorporate the Trade Marks and any art work, advertising, advertising copy, publicity, publication or display or promotional material whatsoever relating to the Products which incorporate the Trade Marks shall comply with the standards of quality in relation to design, manufacture and materials used all as shall from time to time be acceptable to [Organization] (herein collectively referred to as “[Organization]’s Standards”). 5.2 For purposes of this Section 5, prior to the Company’s use, distribution and/or sale of any Products and any of the above items referred to in this Section 5 in connection with the rights granted hereunder and for each Trade Mark, the Company shall submit to [Organization] a reasonable number of such Products and above items referred to free of cost in order to allow [Organization] to determine that each such Product and/or item complies with [Organization]’s Standards. Notwithstanding the foregoing, the Company shall submit samples of the Products and any of the above items referred to herein to [Organization] at the address and in accordance with the provisions of Section [no.] hereof, from time to time forthwith upon the request of [Organization], and if [Organization]’s Standards are not met within ____ days of the communication thereof to the Company, [Organization] may give a further ____ days notice to terminate the rights granted hereunder. In the event [Organization]’s Standards are changed from time to time, or in the event that Product is manufactured which is not in compliance with [Organization]’s Standards, the Company shall ensure that all Products which do not comply with [Organization]’s Standards are dealt with pursuant to paragraph [no.] hereof and the provisions of such paragraph shall apply in such event. After approval has been obtained from [Organization] pursuant to this Section [no.], the Company shall not depart from the form of Products or items as approved in any respect without [Organization]’s prior written consent or direction. 5.3 The Company further agrees that [Organization], or a designated representative thereof, shall have the right at any time during normal business hours, to attend at the premises of the Company or the Manufacturer, as the case may be, to check the method of manufacture of the Products and any of the aforementioned items, in order to ensure that [Organization]’s Standards are, at all times during the term of this Agreement, maintained and complied with. 6. Markings on Packaging & Promotional Materials 6.1 The Company shall cause to appear in the appropriate place on or within each copy of any of the Products and on or within all tags, labels, markings, imprints, packaging, advertising, promotional or display material bearing the Trade Marks, or any of them, an appropriate notice of copyright, trademark, -4- official mark or otherwise as stipulated by [Organization] from time to time and, where such Products or such tags, labels, imprints, markings, packaging, advertising, promotional or display material bears any one or more of the Trade Marks as a trade mark, service mark, official mark, or otherwise, the Company shall cause to appear thereon or therein notice of Mark ownership and, in addition, notice that the Company is using the same as an “Official Licensee”, Registered User or other such designation, the whole as required from time to time by [Organization] and the Appropriate Designate. 6.2 If and to the extent that the Company is by this Agreement authorized to reproduce in a three- dimensional model form any one or more of the Trade Marks, the said models, together with all tags, labels, imprints, markings, packaging, advertising, promotional or display material used in connection therewith, shall carry such notice of industrial design or other protection as may from time to time be required by [Organization] and the Appropriate Designate. 6.3 Each and every tag, label, imprint, marking, and all packaging, advertising, promotional or display material bearing the Trade Marks or containing any of the notices herein above referred to, shall be submitted by the Company to [Organization], for [Organization]’s written approval prior to use by the Company, it being understood that [Organization] shall supply and the Company shall use, the dates and language to be inserted in all such notices. 6.4 The Company further agrees to cooperate fully and in good faith with [Organization] for the purpose of securing or protecting [Organization]’s and the Appropriate Designate’s legal rights in any of the Trade Marks, and, in the event that there has been no previous registration of any of the Trade Marks or any part thereof or any of the Products and/or any material relating thereto, the Company shall, upon the written request of [Organization] or the Appropriate Designate, register such a copyright, trade mark and/or industrial design in the appropriate class, in the appropriate governmental office, whether domestic or foreign, at [Organization]’s expense, and any and all copyright, trade marks, service marks, industrial designs or other rights in and to any of the Trade Marks or any part thereof or any of the Products and/or any material related thereto and connected therewith, as between the Company and [Organization] or the Appropriate Designate, as the case may be, are reserved to [Organization] or the Appropriate Designate, as the case may be, and all such registration by the Company shall be in the name of [Organization] or the Appropriate Designate (if it requests same), as the case may be, and nothing herein contained shall be construed as an assignment or grant to the Company of any right, title, or interest in or to any copyright, trade mark, official mark, industrial design or other mark of or relating to any of the Trade Marks or any part thereof or any of the Products or any right in relation thereto. 7. Distribution 7.1 The Company hereby covenants and agrees with [Organization] that: (a) the Company shall diligently and continuously promote the Products within the Territory with a view to gaining maximum volume of distribution and sales, and further covenants to diligently and continuously manufacture, distribute and sell the Products so as to satisfactorily meet demand; (b) the Company shall not distribute or sell the Products as part of, or in direct association with, or where the Company knows or ought to know, that the Products may become used in association with, any other goods, items, products or services, so that such other goods, items, products or services are in any manner, directly or indirectly, associated with [Organization], the Appropriate Designate, the Event, or the rights granted hereunder, unless [Organization] has given prior written consent to same; -5- (c) subject to governing laws, the Company shall not sell or distribute, in any manner whatsoever, any of the Products: (i) to jobbers, wholesalers, distributors, retail stores or merchants, who are not acceptable to [Organization]; or (ii) by way of any type of promotion, regardless of form, which involves any association whatsoever with [Organization], the Appropriate Designate, the Event or the rights granted hereunder, unless [Organization] has given prior written consent to same; (d) the Products shall be manufactured, distributed, advertised and sold in compliance with all applicable governmental rules, laws and regulations. The Company shall cause accurate labeling regarding the care, maintenance and use of the Products where applicable, to be affixed to the Products. In addition, the Company shall pre-test the Products prior to selling same and the Company hereby warrants and represents that the Products shall be, in all respects, safe, non-injurious and fit for use by the person or entity for whom the Products are intended; (e) the Company and its employees, servants and agents will, in the process of effecting distribution and retail sale of the Products, maintain the highest standard of conduct and good taste so as to preserve and enhance the good will, good name, reputation of [Organization], the Appropriate Designate, Canadian Olympic Movement, Canadian Olympic Team and the Event; (f) the Company agrees to sell to [Organization], the Appropriate Designate, Official Sponsors, suppliers to [Organization] and parties to other Merchandising Agreements, all from time to time, quantities of the Products at the lowest prices and on the best terms as the Company sells similar quantities in the course of its distribution; (g) in the event that the Company is at any time unable or unwilling to produce and sell to [Organization] or to the Appropriate Designate, for its or their purpose, Products in a form, quality, style, substance and quantity requested by [Organization] or the Appropriate Designate and at as low prices and on as good terms as the Company sells similar quantities of the Products in the course of its distribution, [Organization] and the Appropriate Designate shall have the right to place orders for the supply of the Products as it or they require with suppliers other than the Company, and such shall not constitute a breach of this Agreement; and the terms and conditions of Paragraph 7.1(g) hereof notwithstanding, in the event that other persons related to or associated with [Organization] (which such term shall include without limitation “Official Sponsors”, Appropriate Designates, and parties to other Merchandising Agreements from time to time), are able to procure Products in form, quality, style, and substance equal to the Company’s Products, but at a selling price of ____% or more less than the Company’s selling price, then such related or associated entities shall have the right to place orders for the supply of such Products as it requires from suppliers other than the Company, and such action shall not constitute a breach of nor jeopardize the relationship of the parties to this Agreement. 8. Indemnification 8.1(a) The Company shall indemnify and hold [Organization] and the Appropriate Designate harmless of and from any claims or suits arising out of any patent, process, method or device or out of infringement of any copyright, trade mark, trade name, patent or libel or invasion of the right of privacy, publicity, or other property rights, or defects or failure to perform, alleged or otherwise, in or relating to the Products, or infringement or breach of any other personal or property right of any person by the Company, its officers, employees, agents or anyone directly or indirectly acting by, through, on behalf of or pursuant to contractual or any other relationship with the Company -6- in connection with the preparation, manufacture, distribution, retail sale, advertising and/or promotion of the Products, or, in relation thereto, any material naming or referring to any performers, personnel, marks and/or elements. The aforesaid indemnification does not apply to any particular matter concerning whether or not [Organization] had the right to consent to, or grant, the use of the Trade Marks by the Company pursuant to this Agreement. As concerns the foregoing indemnification, the Company shall defend and hold harmless [Organization] and the Appropriate Designate, at no cost and expense to them whatsoever, against any loss, damage or expense whatsoever (including, without limitation, loss of anticipated profits, special, incidental or consequential damages, legal fees on a solicitor and client basis, and expenses of investigation with respect to any claim, action or proceeding against [Organization] or the Appropriate Designate or otherwise). The aforesaid indemnification applies whether or not such loss, damage or expense is reasonably contemplated by the parties, naturally arises or is usual, exceptional, probable or remote. This indemnity is in addition to and shall not affect any other indemnity contained in this Agreement. [Organization] and the Appropriate Designate shall have the right to defend any action or proceeding relating to the aforesaid with attorneys of their own selection. (b) The Company shall indemnify and save harmless [Organization] and the Appropriate Designate against any loss, damage or expense whatsoever (including, without limitation, loss of anticipated profits, special, incidental or consequential damages, legal fees on a solicitor and client basis and expenses of investigation with respect to any claim, action or proceeding against [Organization] or the Appropriate Designate or otherwise) arising from or incidental to any failure on the Company’s part to perform and discharge its obligations and liabilities under this Agreement or any misrepresentation of the Company under this Agreement or any act by the Company not expressly authorized by this Agreement, whether or not such loss, damage or expense is reasonably contemplated by the parties, naturally arises from such failure or is usual, exceptional, probable or remote. This indemnity is in addition to and shall not affect any other indemnity contained in this Agreement. 9. Protection of Marks 9.1 Any words (whether in English, French or any other language), graphics or other copy or design placed upon or around or used in direct or indirect association with the Trade Marks or the Products when directly or indirectly associated with the Trade Marks, by the Company and in connection with the rights granted hereunder, shall first have the prior written approval of [Organization]. 9.2 The Company acknowledges and agrees that it has no right, title or interest in or to the Trade Marks, nor any part thereof, except the use of the same as herein set out and that nothing in this Agreement shall be construed as an assignment or grant to the Company of any right, title or interest in or to the Trade Marks or in any copyright, trade mark, official mark or industrial design of [Organization] or the Appropriate Designate and that it shall not take any action to the detriment of [Organization]’s or the Appropriate Designate’s right, title or interest in or to any of the aforesaid, either during the currency of this Agreement or thereafter. The Company shall not ,whether directly or indirectly, at any time assert the invalidity of the Trade Marks or any part thereof, or contest [Organization]’s or the Appropriate Designate’s ownership of or rights in or to the Trade Marks or any part thereof. 9.3 The Company further agrees that: (a) it shall use the Trade Marks solely in accordance with the provisions of this Agreement and in such manner as to protect and preserve all of [Organization]’s and the Appropriate Designate’s rights; -7- (b) it will not adopt or use in [country] or elsewhere any trade mark, symbol, name, word or other mark which includes or is confusingly similar to any of the Trade Marks or any part thereof; and (c) it will not use any of the Trade Marks or any part thereof, as part of a trade, business or corporate name or style to be used by it. 9.4 The Company agrees that, should any right, title or interest in or to the Trade Marks or any part thereof or any copyright, Trade Mark or Official Mark of [Organization] or the Appropriate Designate become vested in it (by operation of law or otherwise) it shall hold the same in trust for [Organization] or the Appropriate Designate, as the case may be and as their interests may appear and shall, at the request of [Organization] or the Appropriate Designate, as the case may be, forthwith unconditionally assign any such right, title or interest to [Organization] or the Appropriate Designate, as the case may be. Should the Company, with the prior written consent of [Organization] and the Appropriate Designate, create and make use of any of the Trade Marks or any part thereof in a configuration other than that set out in Schedule “B” hereto, as amended from time to time by [Organization] in its sole discretion, then the Company agrees that all rights in and to any new version, translation or arrangement of the Trade Marks, or other change in the Trade Marks created by the Company, shall be and shall remain the exclusive property of [Organization] or the Appropriate Designate, as the case may be and as their interests may appear, and the provisions of this Agreement shall apply to same, mutatis mutandis, as they do to the Trade Marks. [Organization] and the Appropriate Designate shall be the sole judge as to whether there has been any new version, translation, arrangement or change of the Trade Marks. 10. No Assignment or Sub-License 10.1 The rights granted hereunder are personal to the Company and are not assignable by the Company and are subject to the conditions that no part of the process of manufacture of the Products shall be carried on by any person other than the Company without the prior written consent of [Organization] (which such person, so consented to shall be herein referred to as the “Manufacturer”). Should the Products or any part thereof not be manufactured by the Company, then the Company shall obtain the due execution by the Manufacturer of an exclusive manufacturing agreement in the form attached hereto as Schedule “C”, as may be amended by [Organization] from time to time in [Organization]’s sole discretion and the Company shall provide a copy of such duly executed agreement to [Organization] prior to [Organization] granting consent to such Manufacturer to manufacture the Products or any part thereof. 11. Territory 11.1 The Products may not be sold, offered for sale, advertised, or promoted in other than the following geographical territory (herein referred to as the “Territory”): Subject to Paragraphs 7.1(g) and (h) hereof, and except for those persons who have been authorized by [Organization] to use the logos as more particularly described in Schedule “A” hereto on a without profit or gain basis, [Organization] shall not grant to any person other than the Company, the right or consent to use the Trade Marks in association with merchandise or wares identical to the Products within the Territory, so long as the Company fully respects its obligations under the terms of this Agreement. [Organization] hereby expressly reserves the right to consent to and grant the right to use the Trade Marks to other persons engaged in the manufacture, distribution and/or retail sale of merchandise or wares identical or similar to the Products coming into the same general descriptive category as the Products in geographic areas other than the Territory. -8- 12. Supply of Products 12.1 The Company shall commence manufacturing the Products so as to have the same available in reasonable quantities for general distribution and retail sale not later _______days following the date of execution of this Agreement. 13. Royalty Payments, Financial & Sales Information 13.1 As consideration for [Organization] entering into this Agreement, the Company shall pay to [Organization] royalties based on sales of the Product (including Product subsequently modified with the prior written consent of [Organization]) calculated in accordance with the provisions of Schedule “D” hereto. Immediately upon the occurrence of sales transactions in respect of which royalties are payable, an amount of the Company’s monies equivalent to the amount of royalties payable shall be deemed automatically to constitute trust funds whose beneficiary is [Organization]. At [Organization]’s request, the Company shall establish a separate trust account solely for the royalty monies, and shall deposit to such trust account all royalty monies to be paid to [Organizatio
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