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CHECKLIST

DRAFTING MERCHANDISING LICENSE AGREEMENTS


(  Identification of Parties
(  Names
(  Addresses


(  Definition of Property


(  Definition of Licensed Products
(  Fragmentation issues if exclusive


(  License Grant
(  Exclusive vs. non-exclusive
(  Definition of territory
(  Reservation of rights
(  Entertainment and merchandising rights
(  Sublicensing


(  Term of Agreement
(  Options to renew
(  Effect of commercialization of property


(  Compensation
(  Royalty income
(  Sublicensing income division
(  Royalty period defined
(  Net sales defined
(  Royalty statements
(  Advance
(  Guaranteed minimum royalty
Guaranteed vs. non-guaranteed
(  When sale occurs
(  Sales to affiliates
(  Receipt will not prevent subsequent challenge
(  Acceleration
(  Survival of termination
(  Currency
(  Interest


(  Audit
(  Timing and notice
(  Underpayment
(  Record retention


(  Representations and Warranties
(  Ownership and non-infringement
(  Necessary permissions
(  Ability to contract
(  No conflicting agreements
(  Best efforts to commercialize
(  Promote and advertise
(  Product introduction and first shipment dates


(  Quality Control and Samples
(  Marking provisions of intellectual property laws
(  Obligation to seek intellectual property protection
(  Legal notices
(  Quality standards
(  Product approvals/types and frequency
Preliminary artwork
Final artwork
Preproduction samples
Production samples
Periodically during production
(  Right to terminate if quality falls


(  Intellectual Property Rights
(  Acknowledgment of ownership
(  Licensee estoppels
(  Goodwill
(  Secondary meaning acknowledgment
(  Execution of documents


(  Termination
(  Immediate right to terminate
Product introduction dates
Fails to continuously sell
Fail to maintain insurance
Bankruptcy or dissolution
Unauthorized use of marks
Timely payment of royalties
(  Right to terminate portion of agreement
(  Right to terminate on notice for breach

(  Post termination Rights
(  Inventory
(  Sell-off period
(  Cease selling
(  Return of material


(  Infringements
(  Party with initial right/secondary right
(  Cooperation
(  Responsibility for payment
(  Responsibility for lead counsel
(  Division of proceeds


(  Goodwill


(  Indemnification
(  Product liability
(  Infringement


(  Insurance
(  Product liability
(  Advertisers


(  Force Majeure


(  Jurisdiction and Disputes


(  Notice Provision


(  Non-disclosure and Non-compete


(  Termination
(  On notice in event of breach
(  By agent


(  Binding on Successors


(  Waiver


(  Independent Contractor


(  Severability


(  Assignability


(  Integration


(  Execution and Dating by Parties

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