Travel Agency Licensing Agreement
Travel Agency Licensing Agreement
This Travel Agency Licensing Agreement ("Agreement") is made effective as of [Date], by and between [Your Company Name], a [Type of Entity] duly organized and existing under the laws of [State/Country of Incorporation], with its principal office located at [Your Company Address] ("Licensor"), and [Licensee Name], a [Type of Entity] duly organized and existing under the laws of [State/Country of Incorporation], with its principal office located at [Licensee Address] ("Licensee").
WHEREAS, the Licensor owns and operates [Brand Name], a well-established name in the travel industry, and has developed a comprehensive system and set of processes for the marketing and sale of travel-related services;
WHEREAS, the Licensor possesses valuable intellectual property, including trademarks, trade secrets, and operational know-how, which are critical to the branding and operation of travel agencies under the [Brand Name];
WHEREAS, the Licensee wishes to utilize the Licensor's intellectual property to operate a travel agency under the [Brand Name], benefiting from the Licensor’s established systems, brand recognition, and ongoing support;
WHEREAS, the Licensor agrees to grant, and the Licensee agrees to accept, a license to use the Licensor’s intellectual property in accordance with the terms and conditions set forth herein, for the operation of a travel agency branded as [Brand Name];
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and considerations herein contained, the parties agree to enter into this Licensing Agreement, which will grant the Licensee the right to use the Licensor’s trademarks and operational systems under the specified terms and conditions, with the aim of mutual benefit and the successful operation of the [Brand Name] travel agency.
I. Grant of License
A. License Grant: The Licensor hereby grants to the Licensee a non-exclusive, non-transferable license to use the [Brand Name] trademarks and operational systems within the designated territory of [Territory]. This license is granted for the purpose of operating a travel agency and selling travel-related services under the [Brand Name]. The Licensee is prohibited from using the trademarks and systems outside of the specified territory or for any non-approved purposes.
B. Territory: The License granted herein is applicable only within the specified territory agreed upon by both parties. The Licensor retains the right to operate directly or grant other licenses within any areas not exclusively designated to the Licensee.
II. Fees and Payments
A. Initial Licensing Fee: The Licensee shall pay the Licensor an initial licensing fee of $25,000 upon execution of this Agreement. This fee is non-refundable and compensates the Licensor for the access to the [Brand Name] intellectual property and initial training and support.
B. Royalty Payments: The Licensee agrees to pay royalties to the Licensor at the rate of 6% of monthly gross sales generated from the use of the [Brand Name]. These payments are due quarterly, no later than the 15th of the month following the end of each quarter.
C. Marketing Fund Contribution: In addition to royalty payments, the Licensee is required to contribute 3% of monthly gross sales to a collective marketing fund managed by the Licensor. These funds will be used for national advertising campaigns and brand promotion activities that benefit all licensees. Contributions are due alongside the royalty payments.
D. Late Payment Penalties: Any payments not made within the specified time frames will incur a late payment penalty of 1.5% per month on the outstanding balance.
III. Licensee Obligations
A. Compliance with Standards: The Licensee must operate the travel agency in strict compliance with the operational standards and procedures set forth by the Licensor, including but not limited to customer service, booking processes, and data handling. The Licensee must undergo a compliance review conducted by the Licensor bi-annually.
B. Maintenance of Premises: The Licensee agrees to maintain the premises from which the travel agency operates in a condition that reflects positively on the [Brand Name], according to the standards provided by the Licensor. This includes adherence to all local zoning, safety, and health regulations.
C. Reporting Requirements: The Licensee is required to submit monthly sales reports and quarterly performance reports to the Licensor no later than the 10th day following the end of each month and quarter, respectively. These reports must include detailed sales data and any customer feedback collected.
IV. Licensor Support
A. Initial Training: The Licensor will provide the Licensee with initial training covering the use of the [Brand Name] operational systems, marketing techniques, and customer service standards. This training will be held over a two-week period at the Licensor’s headquarters within 30 days following the execution of this Agreement.
B. Ongoing Support: The Licensor will provide ongoing support to the Licensee, including quarterly updates to operational manuals, access to a dedicated support hotline available during business hours, and annual on-site visits to ensure compliance and discuss improvements.
V. Marketing and Advertising
A. Brand Guidelines: The Licensee must adhere to the Licensor’s brand guidelines when creating any marketing and advertising materials. All such materials must be submitted to the Licensor for approval prior to their use, which shall not be unreasonably withheld and will be provided within 14 days of submission.
B. Local Marketing Initiatives: The Licensee is encouraged to engage in local marketing initiatives but must spend a minimum of 2% of monthly gross sales on such activities. These initiatives should complement and adhere to the broader marketing strategies established by the Licensor.
C. National Advertising Contributions: The Licensee's contribution to the national marketing fund (3% of monthly gross sales) will be pooled with contributions from other licensees to fund major advertising campaigns, including television, online, and print media, which are designed to benefit all participants under the [Brand Name].
VI. Intellectual Property Rights
A. Ownership: The Licensor retains all ownership rights to the [Brand Name] trademarks, trade secrets, operational systems, and any other intellectual property provided under this Agreement. The Licensee is granted a limited right to use these intellectual properties solely for operating the licensed travel agency.
B. Protection: The Licensee must notify the Licensor immediately of any unauthorized use, infringement, or misappropriation of the [Brand Name] intellectual property that comes to their attention. The Licensor will have the sole right to decide whether to take legal action against such infringements.
VII. Confidentiality
A. Protection of Information: The Licensee agrees to keep all proprietary information received from the Licensor confidential and not to disclose it to any third party without the prior written consent of the Licensor. This obligation includes, but is not limited to, operational methods, pricing details, and marketing strategies.
B. Duration of Confidentiality: The confidentiality obligations set forth in this Agreement shall remain in effect during the term of the Agreement and for five years following its termination or expiration.
VIII. Term and Termination
A. Term: This Agreement shall commence on the date of execution and continue for a period of five years, unless terminated earlier under the conditions specified herein.
B. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any of its obligations under this Agreement and fails to cure such breach within 30 days of receipt of notice.
C. Termination for Convenience: The Licensee may terminate this Agreement for any reason by providing the Licensor with at least 90 days written notice.
IX. Dispute Resolution
A. Mediation: In the event of a dispute, the parties agree to first attempt to resolve the matter through mediation, facilitated by a mutually agreed-upon mediator, within 30 days of the dispute being raised.
B. Arbitration: If mediation is unsuccessful, the dispute will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will take place in the jurisdiction where the Licensor’s headquarters are located.
X. Miscellaneous Provisions
A. Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both parties.
B. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state where the Licensor’s headquarters are located, without regard to its conflict of laws principles.
C. Entire Agreement: This document represents the entire agreement between the parties and supersedes all prior negotiations, agreements, and understandings.
Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Travel Agency Licensing Agreement as of the date first above written.
Licensor
[Name]
[Date]
Licensee
[Name]
[Date]
