Apparel Licensing Agreement Sample

16.10 This Agreement constitutes the entire understanding of the Parties and revokes and supersedes all prior agreements between the Parties, including all option agreements between the Parties, and is intended as the final expression of their agreement. It may only be signed in writing by the parties and amended or supplemented with express reference to this Agreement. This agreement takes precedence over all other documents that may be contrary to this agreement. 7.1 The Licensor represents and warrants that it has the right and authority to grant the licenses granted therein and that there is no other agreement with any other party in conflict. 2.10 Enforcement of Manufacturing Contracts. the licensee undertakes to ensure that its manufacturers comply with all provisions to be included in such licensor protection agreements; inform the licensor of the infringements committed by the manufacturers and of the corrective measures taken by the licensee and of their results; and, at the request of the licensor, to terminate such an agreement with a manufacturer that violates any of those provisions intended to protect the licensor. If Licensee fails to exercise such termination rights by notifying the Manufacturer in writing within five days of the Licensor`s written request, Licensee shall appoint licensor as its irrevocable attorney who sends the Manufacturer a termination on behalf of licensee for the purpose of terminating the Contract or certain rights of the Party under this Agreement 2.9 Agreements with Manufacturers. The licensee has the right to agree with another party in the manufacture of the licensed products or components of the licensed products for the exclusive sale, use and distribution by the licensee. The licensee undertakes to enter into a written agreement with all such manufacturers and undertakes to include in such written agreements all provisions relating to the protection of the licensor`s rights contained in the form manufacturer agreement which is available from the licensor. The licensee also undertakes to provide the donor with copies of all agreements concluded with these manufacturers within five days of their execution. Failure to comply with any aspect of this section constitutes a material breach and the licensor has the right to immediately terminate the agreement.

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