TRADEMARK LICENCE AGREEMENT

This Agreement is made at [place] on [date] between:
(1) [Licensor's legal name], [constitution], of [address], acting through [name and designation] (the "Licensor"); and
(2) [Licensee's legal name], [constitution], of [address], acting through [name and designation] (the "Licensee").

1. Licensed Marks. The Licensor is the registered proprietor of the trade mark(s) listed in Schedule 1 (the "Licensed Marks"), as shown on the register checked on [date]. [OPTIONAL—omit unless relevant:] Schedule 1 also lists pending applications and unregistered marks; for those, this Agreement operates as a contractual permission until registration.

2. Grant. The Licensor grants the Licensee a [non-exclusive/sole/exclusive] licence to use the Licensed Marks only for the goods/services in Schedule 2, only in [territory], from [start date] until [end date], unless ended earlier under clause 12. ["Exclusive" means the Licensor will neither use the Licensed Marks nor license others to use them for those goods/services in the territory; "sole" means the Licensor may use them but will not license others.] Any use outside these limits is not licensed.

3. Consideration. The Licensee will pay [royalty/fixed sum/other consideration], calculated as [basis], within [number] days after [period end], with a statement showing [units/net sales/other figures]. [Tax treatment and any withholding: (terms settled after tax advice).]

4. Quality control. The Licensee will: (a) make or provide the licensed goods/services to the standards in Schedule 3; (b) submit samples of goods, packaging, labels, advertising and web pages for the Licensor's written approval before first use and before any change; (c) allow the Licensor or its nominee to inspect premises, processes and records on [number] days' notice; (d) comply with the laws and regulatory approvals that apply to the goods/services; and (e) correct any non-conformity notified by the Licensor within [number] days. The Licensor will exercise these controls in practice and keep records of approvals and inspections.

5. Manner of use. The Licensee will use the Licensed Marks only in the forms approved by the Licensor, with the statement "[mark] is a trade mark of [Licensor], used under licence" [where practicable]. It will use the ® symbol, or the word "registered", only for goods/services for which the mark is actually registered. It will not use the Licensed Marks as part of its trade name, company or LLP name, domain name or social media handle, or combine them with another mark, except as approved in writing.

6. Ownership and goodwill. The Licensed Marks belong to the Licensor, and all use by the Licensee, and all goodwill arising from it, accrue to the Licensor. The Licensee will not apply to register, in India or elsewhere, any mark, name or domain name identical with or deceptively similar to the Licensed Marks. [OPTIONAL—only after review:] The Licensee will not challenge the validity of the Licensed Marks during the term.

7. Registered user. [Option A:] The parties will apply jointly on Form TM-U for registration of the Licensee as a registered user within six months from the date of this Agreement, and each will sign the documents required. The Licensor, or a person authorised to the Registrar's satisfaction to act on its behalf, will make the affidavit required by Section 49(1)(b) of the Trade Marks Act, 1999, using the particulars in Schedule 4. [OPTIONAL:] The parties will ask the Registrar under Section 49(4) not to disclose to rivals in trade the information given that is not entered in the register. [Option B:] The parties do not intend, for now, to apply for registration of the Licensee as a registered user.

8. Enforcement. The Licensee will promptly tell the Licensor of any suspected infringement, passing off or challenge involving the Licensed Marks. The Licensor will decide whether and how to act, and will control any proceedings [at its own cost/with costs shared as follows: (terms)]. [OPTIONAL—only for a registered user:] The Licensee will not institute infringement proceedings in its own name under Section 52 [without the Licensor's prior written consent/unless the Licensor declines to act within (number) days of a written request]. The Licensee will give reasonable assistance in any proceedings.

9. No assignment or sub-licence. The Licensee will not assign this Agreement, or grant any sub-licence, without the Licensor's prior written consent.

10. Records. The Licensee will keep accurate records of goods sold and services provided under the Licensed Marks, with dates, places and values, for [number] years, and will provide copies on request. The Licensor may use these records as evidence of use of the Licensed Marks.

11. Liability. [Indemnities, insurance and limits of liability, settled after review.]

12. Term and termination. Either party may end this Agreement by written notice if the other commits a material breach and does not remedy it within [number] days after written notice of the breach. The Licensor may also end it by written notice if [the Licensee fails (number) quality inspections/becomes insolvent/undergoes a change in control/other agreed event].

13. Effect of termination. On expiry or termination, the Licensee will: (a) stop all use of the Licensed Marks [immediately/after a sell-off period of (number) days for approved stock]; (b) return or destroy labels, packaging and promotional material bearing them; (c) transfer to the Licensor any domain names or handles containing them; and (d) join in, or not oppose, any application to cancel its registration as a registered user.

14. General. Amendments must be in writing and signed by both parties. Notices will be sent to the addresses above [and by e-mail to (addresses)]. This Agreement will be stamped as required by the stamp law applicable at [place of execution], with the duty borne by [party]. It is governed by the laws of India, and [disputes will be decided by the courts at (place)/dispute-resolution clause settled after review].

Signed by the Licensor through [name in capital letters], [designation], authorised by [authority dated (date)]: [signature]
Signed by the Licensee through [name in capital letters], [designation], authorised by [authority dated (date)]: [signature]
Witnesses: 1. [name, address, signature]  2. [name, address, signature]

Schedule 1 (Licensed Marks): Registration No. [number] | Mark [word/device] | Class [class] | Goods/services [as registered] | Valid until [date] | Conditions, limitations or disclaimers [details/none]
Schedule 2 (Licensed goods/services and territory): [exact list and territory]
Schedule 3 (Quality standards and approval procedure): [specifications, tests, approval steps and timelines]
[OPTIONAL] Schedule 4 (Particulars for the Section 49(1)(b) affidavit): (i) the relationship between the parties, the degree of control the Licensor will have over the permitted use, and whether the Licensee is to be the sole registered user or any other restriction applies; (ii) the goods/services; (iii) any conditions or restrictions on the characteristics of the goods/services, the mode or place of permitted use, or any other matter; (iv) whether the permitted use is for a period or without limit of period and, if for a period, its duration.