Travel Agency Licensing Contract

This Travel Agency Licensing Contract ("Contract") is made and entered into as of [Month Day, Year] ("Effective Date"), by and between [Your Company Name], a corporation organized and existing under the laws of [State of Incorporation], with its principal office located at [Your Company Address] ("Licensor"), and [Travel Technology Company Name], a corporation organized and existing under the laws of [State of Incorporation of Licensee], with its principal office located at [Licensee Company Address] ("Licensee").

WHEREAS, Licensor is engaged in the business of providing travel-related products and services and has established a significant proprietary position in such products and services, including but not limited to [specify products/services]; and

WHEREAS, Licensee desires to obtain, and Licensor wishes to grant, a license to use these proprietary products, services, and associated branding under the terms and conditions set forth in this Contract.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the parties agree as follows:

1. Grant of License

This section outlines the specifics of the licensing agreement between the Licensor (the provider of proprietary travel products, services, and related branding) and the Licensee (the entity granted the rights to utilize these assets).

Type of License: The Licensor grants the Licensee a non-exclusive, non-transferable, revocable license. This means the Licensee is not the sole entity allowed to use the Licensed Materials; other licensees may also be granted similar rights. The non-transferable nature of the license means that the Licensee cannot sub-license or transfer the license to another party. The revocable aspect indicates that the Licensor retains the right to terminate the license under certain conditions.
Licensed Materials: The scope of the license includes the use of the Licensor’s proprietary travel products, services, and related branding. These materials are defined in detail in the Contract and may include logos, service marks, trade names, and other intellectual property related to the travel products.
Purpose and Territory: The Licensee is authorized to use the Licensed Materials solely within the designated territory of [Territory Name] and exclusively for the purposes outlined in the Contract. This typically includes promoting and selling travel-related services within that specified geographic area.

2. Scope of Use

This clause defines the permissible uses of the Licensed Materials by the Licensee, ensuring that the use aligns with the Licensor’s brand standards and the contractual agreement.

Permitted Uses: The Licensee is allowed to use the Licensed Materials only in connection with the promotion and sale of travel-related services. This includes advertising, marketing, and distributing travel packages or services that include or benefit from the Licensed Materials.
Restrictions on Use: The Licensee is expressly prohibited from using the Licensed Materials in any manner not specified in the Contract. This includes any use of the materials in products or services not related to travel, or in any geographic area outside of the specified Territory. The Licensee is also restricted from altering or modifying the Licensed Materials without prior written approval from the Licensor.
Protection of Intellectual Property: The Licensee must ensure that all uses of the Licensed Materials adhere to intellectual property laws and respect the Licensor’s brand guidelines. The Licensee must also take reasonable steps to protect the Licensed Materials from infringement or unauthorized use by third parties.

3. Term

The duration of the Contract specifies the period during which the Licensee is permitted to use the Licensed Materials under the terms agreed upon.

Effective Date and Duration: The Contract will commence on the specified Effective Date and will continue for a duration of [Term Period], such as "five years", "three years", or "until terminated". This duration defines the long-term nature of the agreement and establishes a timeline for both parties to achieve their business objectives related to the license.
Termination Provisions: The Contract includes provisions for earlier termination under certain circumstances. These might include breach of contract by the Licensee, failure to meet sales targets, or other conditions specified in the agreement. Such provisions ensure that the Licensor can end the agreement if the Licensee fails to comply with the terms, thereby protecting the Licensor’s interests and intellectual property.

4. Financial Terms

This section details the compensation structure for the licensing agreement, establishing how the Licensor is compensated by the Licensee for the use of the Licensed Materials.

Licensing Fee: The Licensor shall receive an initial licensing fee from the Licensee as compensation for the rights granted under the Contract. This fee is due on [Payment Date] and the amount is specified as [$ Amount], [Amount in Words]. This fee is typically a fixed amount that provides the Licensor with immediate financial return for the use of their intellectual property.
Royalty Arrangement: In addition to the initial licensing fee, the Licensee agrees to a royalty arrangement. The specifics of this arrangement should detail the percentage of sales or a fixed amount per unit sold that will be paid as royalties.

For example, the Contract might specify that the Licensee pays a royalty of 5% on all sales directly attributable to the use of the Licensed Materials. This ongoing payment structure incentivizes the Licensor to maintain a supportive relationship with the Licensee, ensuring the continued relevance and competitiveness of the Licensed Materials.

5. Intellectual Property Rights

This clause reaffirms the ownership and status of the intellectual property involved in the licensing agreement.

Ownership of Intellectual Property: It is explicitly stated that all intellectual property rights in the Licensed Materials remain the property of the Licensor. This includes, but is not limited to, any trademarks, service marks, logos, branding, and any copyrights associated with the travel products and services.
No Transfer of Ownership: The Licensee acknowledges that no ownership rights are transferred by this Contract. The License only permits use of the Licensed Materials in accordance with the terms set forth in the agreement. This acknowledgment is crucial as it prevents any claims of entitlement or ownership from the Licensee over the Licensed Materials, protecting the Licensor's long-term interests and control over their intellectual property.

6. Brand Standards and Quality Control

Maintaining the integrity and reputation of the Licensed Materials is critical, and this section outlines the responsibilities of the Licensee in upholding these standards.

Quality of Services: The Licensee agrees to maintain the quality of the services associated with the Licensed Materials to at least the quality standards set by the Licensor. This means that the Licensee must ensure that any services or products associated with the Licensed Materials meet or exceed the quality expectations established by the Licensor, which might include customer service, product reliability, and overall customer satisfaction.
Approval Rights: The Licensor retains the right to review and approve any use of the Licensed Materials by the Licensee. This could include marketing materials, promotional campaigns, or any other public use of the Licensed Materials. The Licensor’s approval process ensures that all representations of the Licensed Materials are in line with the brand’s established image and messaging guidelines.
Compliance Enforcement: If the Licensor finds that the use of the Licensed Materials does not meet the agreed-upon standards, or that the Licensee’s operations negatively affect the brand’s reputation, the Licensor has the right to demand corrective actions or ultimately terminate the licensing agreement.

7. Compliance

This clause mandates that the Licensee adheres strictly to legal and regulatory requirements throughout the duration of the contract:

Legal Obligations: The Licensee is required to comply with all applicable laws, regulations, and ordinances that pertain to their operations under this Contract. This includes, but is not limited to, consumer protection laws, data protection regulations, advertising standards, and any other legal requirements specific to the travel industry and the jurisdictions in which the Licensee operates.
Responsibility for Compliance: The responsibility for ensuring compliance rests solely with the Licensee. This includes obtaining any necessary licenses, permits, or approvals required for the lawful execution of their activities related to the use of the Licensed Materials.
Consequences of Non-Compliance: Failure to comply with applicable laws and regulations can result in legal actions against the Licensee, potential fines, or other penalties. Additionally, non-compliance could lead to reputational damage for both the Licensee and the Licensor, and could impact the contractual relationship adversely, including potential termination of the Contract.

8. Termination

This section outlines the conditions under which this Contract may be prematurely terminated, providing mechanisms for both parties to dissolve the agreement under specific circumstances:

Notice of Termination: Either party has the right to terminate this Contract upon providing [Notice Period] of prior written notice. This notice must be formally communicated and documented, allowing the other party to be fully aware of the intent to terminate.
Grounds for Termination: Termination can occur if one party breaches any of its obligations under the Contract. Breaches might include, but are not limited to, failure to pay fees or royalties, misuse of Licensed Materials, or failure to comply with the stipulated quality standards and compliance requirements.
Cure Period: Upon identification of a breach, the non-breaching party is obligated to notify the breaching party, which then has [Cure Period] to correct the breach. This cure period is a grace period allowing the breaching party to rectify their mistake and comply with the contractual terms.
Effect of Termination: Upon termination, all rights granted under the Contract cease immediately. The Licensee must cease all use of the Licensed Materials and ensure that all materials in their possession or control that contain the Licensed Materials are destroyed or returned to the Licensor. Additionally, financial settlements such as unpaid fees or royalties must be resolved according to the terms of the Contract.

9. Governing Law

This Contract shall be governed by and construed in accordance with the laws of [State].

10. Entire Agreement

This Contract constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous communications, proposals, and agreements, written or oral, related to this subject matter.

IN WITNESS WHEREOF, the parties hereto have executed this Travel Agency Licensing Contract as of the Effective Date.

[Your Company Name]
By:
Name: [Name]
Title: [Title]

Date: [Date]

[Travel Technology Company Name]
By:
Name: [Name]
Title: [Title]

Date: [Date]