TRADEMARK LICENSE AND ROYALTY AGREEMENT

This Trademark License and Royalty Agreement (herein known as the “Agreement") is made
on the

[SPECIFY THE DATE OF EFFECTIVITY]

(herein known as the “Effectivity Date)

Between:

[NAME OF THE CORPORATION], duly incorporated, organized and registered under the
laws of [COUNTRY WHERE THE CORPORATION IS REGISTERED], with principal place of
business at [ADDRESS APPEARING AT THE REGISTERED ARTICLES OF
INCORPORATION OF THE CORPORATION], and engaged in the business of [INDICATE
THE BUSINESS OF THE CORPORATION]
(herein known as the “Licensor”)

-and-

[NAME OF THE CORPORATION], duly incorporated, organized and registered under the
laws of [COUNTRY WHERE THE CORPORATION IS REGISTERED], with principal place of
business at [ADDRESS APPEARING AT THE REGISTERED ARTICLES OF
INCORPORATION OF THE CORPORATION], and engaged in the business of [INDICATE
THE BUSINESS OF THE CORPORATION]
(herein known as the “Licensee”)

This Agreement is entered into by both parties in consideration for the Trademark License and
the Royalty corresponding to such.
The Licensor and the Licensee agree to the following terms and stipulations.
RECITALS
SECTION 1. GENERAL TERMS

1. The Licensor has an ownership and has held rights as regards the trademarks of the list
provided in Exhibit A of this Agreement. The trademarks listed in the said exhibit shall hereby
be known as “Trademarks”.
2. As such, the Licensor agrees to give License to the Licensee the rights to the
aforementioned Trademarks. However, such right to the Trademarks shall not be exclusive. It
shall also be limited. The Licensee cannot transfer the license and most importantly, this
license can be revoked by the Licensor with respect to the terms of this Agreement or any
other stipulation provided herewith.

3. Furthermore, the Licensee has the belief that the Licensor has the right to give license as
regards the Trademarks listed herewith.

SECTION 2. TERMS ON LICENSE OF TRADEMARKS

1. The Licensor grants the Licensee a non-exclusive use of the trademark in all parts of the
world, unless an amended or supplemental agreement be adopted by the parties limiting the
scope of such use by the Licensee.

2. The Licensee shall only use the Trademarks in accordance with the terms and stipulations
provided in this Agreement. As such, the Licensor has the right to use the Trademarks in a
place, but may not grant license to the use of such.

3. The Trademarks provided in this Agreement can be changed or amended, provided that
such amendments will be written and agreed by the Licensor and the Licensee.

4. The use of the Trademarks shall only be valid during the terms of this Agreement and used
at the place where it can be used. The Licensee shall use the Trademarks following the
applicable laws of such use and in accordance with the policies and guidelines given by the
Licensor as provided in Exhibit B of this Agreement.
5. In any circumstance where alterations were made to the Trademarks, the Licensor has an
obligation to inform the Licensee within [SPECIFY THE PERIOD NEEDED TO INFORM THE
LICENSEE] from such alteration. The Licensee, in turn, shall, upon receiving the notice with
respect to such alteration, will see to it that the use shall reflect the alterations made to the
Trademarks.

6. This Trademark License shall be effective on the Effectivity Date provided above and shall
expire [NUMBER OF YEARS] years thereafter, subject to renewal if the parties so agree.
Should the Licensee make no express intent to renew the agreement, the termination shall be
deemed conclusive as to him. Otherwise, the Licensor shall grant the Licensee [NUMBER OF
DAYS] days to submit his manifestation in writing indicating the intention to renew the
agreement. [NUMBER DAYS] days thereafter, a new agreement shall be executed by the
parties containing their intent to renew the agreement, otherwise, the agreement shall
terminate upon the expiration of the said period.

7. In the enforcement of the obligations of the Licensee arising out of this Agreement, an
inspection by the Licensor shall be done in order to be assured on the quality of use of the
Trademarks. As such, the Licensee shall give permission to the Licensor, as well as give
assistance to the Licensor in the entering of the premises wherein the Trademarks are used in
such goods and observe on the activities of the Licensee which is related to the Trademarks.
The Licensor shall give a [SPECIFY THE NUMBER OF DAYS] day notice as regards the
inspection of such. Any Confidential and Material Information that may come to the knowledge
of the Licensor in the course of the inspection shall be held by the Licensor as a strictly
confidential matter and shall not be disclosed by the latter to the prejudice of the Licensee.

8. Upon the request of the Licensor, the Licensee shall provide for samples on the packaging
which contains such Trademarks. As such, notice shall be provided as follows:

1. As regards consumable goods manufactured or produced by the Licensee

within the same country where the principal office of the Licensor is located, sample
shall be given within [SPECIFY THE NUMBER OF DAYS] for the approval of the said
goods bearing such Trademarks. If the the same kind of goods be manufactured or
produced outside the country where the principal office of the Licensor is located or
 when such goods are not being manufactured or produced by the Licensee itself, the
requested sample shall be given [SPECIFY THE NUMBER OF DAYS] for the approval
of the said goods bearing such Trademarks.

2. As regards non-consumable goods manufactured or produced by the

Licensee within the same country where the principal office of the Licensor is located,
sample shall be given within [SPECIFY THE NUMBER OF DAYS] for the approval of
the said goods bearing such Trademarks. If the the same kind of goods be
manufactured or produced outside the country where the principal office of the
Licensor is located or when such goods are not being manufactured or produced by
the Licensee itself, the requested sample shall be given [SPECIFY THE NUMBER OF
DAYS] for the approval of the said goods bearing such Trademarks.

The notice of approval or refusal of such use on the said goods shall be given within
[SPECIFY THE NUMBER OF DAYS] upon receipt of such samples. As to the refusal, there
shall be a specification on why it is refused and the changes that should be made on the said
samples. In that case, a revision shall be made and passed after a period of [SPECIFY THE
NUMBER OF DAYS].

If no such notice is received by the Licensee within a period of [SPECIFY THE

NUMBER OF DAYS] days, it shall be deemed to be approved.

SECTION 3. ROYALTY AGREEMENTS

1. The Licensee shall, for the consideration of the rights given by the Licensor, pay to the
Licensor royalties, within [SPECIFY THE NUMBER OF DAYS] days of the Trademark License
termination, of [SPECIFY THE NUMBER OF PERCENTAGE AS REGARDS THE
ROYALTIES THAT SHALL BE RECEIVED BY THE LICENSOR] the Gross Revenue that the
Licensee shall earn in during the term of this Agreement. Gross Revenue, in this case shall be
construed as the total revenue less the direct and indirect costs of production.

2. In the payment of the royalties, the Licensee shall provide for a financial statement for the
computation of the said royalties. As such, it is the obligation of the Licensee to keep records
as regards the usage of the Trademarks and shall be prepared to be audited by the Licensor
or its authorized representatives at all times. The Licensor shall be entitled to make copies of
such records. If, in the event of the auditing, a discrepancy is found as regards the
computation of royalties, adjustments shall be immediately made by the Licensee and
payment shall be given to the Licensor as regards the difference.

SECTION 4. IP (INTELLECTUAL PROPERTY) RIGHTS

The Licensee shall acknowledge that the Licensor has the Intellectual Property rights
of the Trademarks granted herein and the Licensee shall follow the applicable laws of
[SPECIFY THE STATE] with respect to the intellectual property rights.

As such, the Licensee is prohibited from assisting, permitting or encouraging any third
parties to:

1. Appropriate, use, claim, or apply for registration as trademark, trade or business name,
___domain name, product name, email address or other social media or web page username,
and any other use of a nomenclature of similar nature which is identical, confusingly similar,
or patently deceptive with the Trademark of the Licensor.

2 Use the Trademark as to cause or likely to cause material damage or depreciation of its
goodwill, or to cause or likely to cause damage or prejudice the reputation of the Licensor.

3 Question the ownership, rights and other interests of the Licensor on the Trademark, the
validity of its registration, including the enforceability and validity of the Trademark itself.

The Licensee shall also acknowledge the fact that the grant of this License is
contractual and for a specific period of time only. As such, no relationship or property rights is
granted by the Licensor to the Licensee.

SECTION 5. GENERAL PROVISIONS

1. In the case that an infringement is done by third parties as regards the invalid use of the
Trademarks, the Licensee shall immediately inform such to the Licensor. The Licensor may
take such steps as it may deem necessary to protect and enforce its rights in the Trademark.

2. In the case that a proceeding or a suit shall arise out of Par. 1 of this Section, the Licensee
shall cooperate to such proceeding. As such, the Licensee shall give indemnification to the
Licensor in the case that liability arises from this Agreement.

3. The Licensee shall not have the right to assign the rights granted by the Licensor to any
other third parties. Neither shall the Licensee grant the license to use such Trademarks to
such third parties. Such assignment or grant shall only be valid when express written consent
is obtained by the Licensee from the Licensor. However, the Licensor, on the other hand, can
assign his rights. He can also grant the use of the Trademarks, even without that express
written consent by the Licensee.

4. In any circumstance where there is a breach of this Agreement by the Licensee, the
Licensor shall avail of any injunctive relief and other available remedy provided by the
[SPECIFY THE PROVISION OF LAW] of the state of [SPECIFY THE NAME OF THE STATE].
Notice to the Licensee shall be given by the Licensor [SPECIFY NUMBER OF DAYS] days
prior to the actual filing with the court or any other forum. The Licensor may include in such
notice any written proposals or settlement agreements in lieu of availing of the injunctive
reliefs or other available remedies.

5. The terms and stipulations in this Agreement shall be severable and the invalidity of one
stipulation shall not affect the validity of the other stipulations or the whole Agreement.
Provided, that the remaining provisions or stipulations of this agreement can stand alone.

6. Any notice required in this Agreement shall be express, and shall be in writing for it to be
valid and enforceable. Notices shall be given or mailed to the following addresses:

LICENSEE:

[SPECIFY THE NAME OF THE LICENSEE

[SPECIFY THE ADDRESS OF THE LICENSEE]
[SPECIFY THE CONTACT NUMBER OR FAX NUMBER OlF THE LICENSE]
[SPECIFY THE ADDRESSEE OF SUCH NOTICE]

LICENSOR:
[SPECIFY THE NAME OF THE LICENSEE
[SPECIFY THE ADDRESS OF THE LICENSEE]
[SPECIFY THE CONTACT NUMBER OR FAX NUMBER OF THE LICENSE]
[SPECIFY THE ADDRESSEE OF SUCH NOTICE]

Any notice not sent in this address shall be deemed to have not been received by the
other party. Nonetheless, the parties may change their address or contact numbers upon due
notice given to the other party. The party giving such notice of change of address or contact
numbers shall ensure the receipt of the other party of such notice, otherwise, any notice given
to the former address or communications made to the former contact numbers shall be
deemed received.

7. This Agreement shall be governed by the [SPECIFY THE APPLICABLE LAWS ON

TRADEMARK LICENSE AND ROYALTY AGREEMENTS] of the state of [SPECIFY THE
NAME OF THE STATE]. Any proceedings arising from this Agreement shall be heard by a
competent jurisdiction of [SPECIFY THE COURT WHO HAS JURISDICTION]. [SPECIFY
OTHER TERMS OR STIPULATIONS ON APPLICABILITY OF LAWS]. However, nothing in
the foregoing premises prohibits the parties from agreeing to have another forum take
cognizance of any proceeding that may arise out of this agreement, provided, that such forum
has competent jurisdiction to rule on the matter at issue.

8. This Agreement shall automatically be terminated without notice by the Licensor when the
Licensee does the following prohibitions:

1. Committing any act which is detrimental to the goodwill of the Trademark or to the
rights or interests of the Licensor over the Trademark, including but not limited to the
deviation from the agreed standards, policies, specifications or directions in the
maintenance and use of the Trademark, and failure, after due notice, to cease from its
 commission, within [SPECIFY NUMBER OF DAYS] from receipt of such notice, or to
correct its acts after [SPECIFY NUMBER OF DAYS] days from receipt of Licensor’s
request for the Licensee to correct or take restorative actions, as the case may be.

2. Failure to provide the requested goods referred to in Section 2 (8.1 and 8.2) within the
specified time provided therein, without prejudice to any extension of time given by the
Licensor to comply with the request.

It is the right of the Licensor and the Licensee to terminate this Agreement by the
written notice by one party to the other as regards the termination of this Agreement. Notice
on such termination shall be given within [SPECIFY THE NUMBER OF DAYS] days.

THEREFORE, the parties herein stated hereby execute and sign this Agreement:

[INSERT THE SEAL OF THE LICENSOR]

[INSERT THE SIGNATURE OF THE AUTHORIZED REPRESENTATIVE OF THE LICENSOR
COMPANY]
[INSERT THE NAME OF THE AUTHORIZED REPRESENTATIVE OF THE LICENSOR
COMPANY]
[INSERT THE TITLE OF THE AUTHORIZED REPRESENTATIVE OF THE LICENSOR
COMPANY]
[INSERT THE COMPLETE NAME OF THE LICENSOR COMPANY]
[INSERT THE PRINCIPAL PLACE OF BUSINESS OF THE LICENSOR COMPANY]
[INSERT THE DATE OF SIGNING THIS AGREEMENT]

-AND-

[INSERT THE SEAL OF THE LICENSEE]

[INSERT THE SIGNATURE OF THE AUTHORIZED REPRESENTATIVE OF THE LICENSOR
COMPANY]
[INSERT THE NAME OF THE AUTHORIZED REPRESENTATIVE OF THE LICENSEE
COMPANY]
[INSERT THE TITLE OF THE AUTHORIZED REPRESENTATIVE OF THE LICENSEE
COMPANY]
[INSERT THE COMPLETE NAME OF THE LICENSEE COMPANY]
[INSERT THE PRINCIPAL PLACE OF BUSINESS OF THE LICENSEE COMPANY]
[INSERT THE DATE OF SIGNING THIS AGREEMENT]