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The Merchandise Licensing Agreement is a crucial document used when a brand owner (licensor) wishes to authorize another party (licensee) to produce and sell products featuring their intellectual property. Under Swiss law, this agreement must comply with the Swiss Code of Obligations and relevant Federal Acts while incorporating international best practices for merchandise licensing. The document typically includes detailed provisions for quality control, royalty calculations, territorial restrictions, and approval processes. It's particularly important in situations where brand protection is crucial, such as in luxury goods, entertainment properties, or sports merchandising. The agreement should address both domestic Swiss market requirements and, where applicable, international commerce considerations. This type of agreement is essential for businesses looking to expand their brand presence through licensed merchandise while maintaining control over their intellectual property and brand reputation.

1. Parties: Identification and details of the Licensor and Licensee

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Scope and nature of the license, including territory, exclusivity, and permitted uses

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Licensed Products: Detailed description of products covered by the license

7. Quality Control: Standards, approval processes, and quality maintenance requirements

8. Intellectual Property Rights: Ownership, protection, and enforcement of IP rights

9. Royalties and Payments: Payment terms, calculation methods, and reporting requirements

10. Minimum Performance Requirements: Sales targets, minimum royalty guarantees, and performance metrics

11. Manufacturing and Distribution: Production requirements, authorized manufacturers, and distribution channels

12. Marketing and Promotion: Marketing obligations, approval processes, and brand guidelines

13. Compliance and Records: Record-keeping requirements, audit rights, and compliance obligations

14. Representations and Warranties: Parties' assurances regarding authority, IP ownership, and product quality

15. Termination: Grounds for termination, notice requirements, and post-termination obligations

16. General Provisions: Standard clauses including governing law, dispute resolution, and notices