Licensing Agreement #2 Preamble
09-15-09
Underneath the involved Parties and their contact info is usually a preamble section similar to the following:
WHEREAS, the Licensor warrants and represents it is the sole owner of all proprietory rights to the property described and/or illustrated in the Schedule A attached hereto (the ‘Property’); and
WHEREAS, the Licensee desires to use the Property and/or the Trademarks on or in association with the manufacture, offer for sale, sale, advertising, promotion, and distribution of certain product(s) identified in Schedule A attached hereto (Licensee Product Description) in the countries identified in Schedule A attached hereto (Territory); and
WHEREAS the Licensor is willing to grant the Licensee the right to use the Property and/or the Trademarks stated in Schedlue A on the Licensed conditions recited herein this contract.
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The Preamble expresses the desires of the parties involved.
The first paragraph details that the Licensor (You) guarantee that you are the sole owner of the Property and Trademarks that the Licensee is interested in licensing for use. If there are more than two owners of the Property, then make sure this is explained here and in the Party information located in the Header Information section. Schedule A is a separate page(s) that I will go over at the end of this Agreement breakdown.
The second paragraph details that the Licensee desires and is interested in the Property that the Licensor owns and would like to license it for use (describe in detail what you intend to do with the Property). It is important to make sure you cover every type of thing you will do because if you forget one, like say, advertise, then the Licensor could stop you from advertising the products using the licensed property. There is a brief reference to the territory the agreement covers but there will be more detail in an actual clause withing the contract. I recommend to always ask for worldwide territory rights.
The third paragraph should make sure that both parties agree to the arrangement being proposed. Since in this case the Licensee’s desires are expressed well in paragraph 2 only the Licensor’s confirmation that they are okay with the licensing request is necessary here.
Should some legalese words cause confusion, seek out legal counsel for an explanation or the internet legal dictionary. I recommend the use of ordinary language be used as both parties will have a clear understanding of what they are getting involved in.
The next installment is Licensing Agreement #3 Grant Clause.
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As most of you know, I am not a lawyer or an accountant and recommend everyone seek their own legal counsel and accounting advice in such contractual matters. I also provide negotiation consulting advice which are expressed on the ‘services’ page of this website.
Hope this helps you understand the intricacies of a Licensing Agreement. Should you have any questions contact me at info@Playdigm.com – please put Licensing Agreement in the subject line of your email.