# BRAND LICENCE AGREEMENT
Date: 1 April 2034
Parties: Northstar Pantry Ltd and Alder & Finch Retail Ltd
## 1. Purpose and parties
This Brand Licence Agreement is made on 1 April 2034 between Northstar Pantry Ltd, company number 11234018, of 2 Market Street, York YO1 8RT (Licensor), and Alder & Finch Retail Ltd, company number 12678104, of 40 King Road, Leeds LS1 2AB (Licensee). The Licensor owns or controls the fictional NORTHSTAR PANTRY word mark and compass logo listed in Schedule 1.
## 2. Facts, scope and terms
The Licensor grants a non-exclusive, non-transferable licence in England and Wales to use the marks solely on the 500g and 1kg dried-food products approved in writing. The term runs from 1 April 2034 to 31 March 2036, with no right to sublicense or use the marks for unrelated goods, company names, domain names or paid advertising without written approval.
## 3. Process and responsibilities
The Licensee must submit packaging artwork and one production sample at least 10 business days before sale. It will follow the brand guide, use only approved suppliers, maintain batch traceability and permit one reasonable quality inspection each quarter. Approval may be withheld for objectively reasonable quality, safety, legal or brand-consistency grounds and is not a promise that a product complies with every law.
## 4. Evidence, records and safeguards
The Licensee will pay a royalty of 6% of Net Sales, calculated from invoiced sales less VAT, documented refunds and trade discounts actually allowed, but not manufacturing, freight or general overhead. Statements and payment are due quarterly within 30 days after 30 June, 30 September, 31 December and 31 March; late undisputed sums bear interest at 4% above the Bank of England base rate.
## 5. Review, escalation and outcome
The Licensee owns its product formulation and customer contracts, while the Licensor retains all rights in the marks and goodwill. The Licensee must not challenge ownership, register confusingly similar signs, or use the marks in a way that is misleading, discriminatory or likely to damage reputation. Each party warrants authority and compliance with applicable law.
## 6. Reservations and practical protections
A material breach may be cured within 20 business days after written notice, except that unauthorised mark use, insolvency or a serious food-safety risk permits immediate suspension or termination. On expiry or termination, the Licensee stops new production and advertising, removes digital use within 10 days, and may sell existing compliant stock for 60 days while paying royalties; confidential information must be returned.
## 7. England and Wales law and completion
This completed fictional agreement is governed by England and Wales law, with exclusive jurisdiction of the courts of England and Wales. It is the entire agreement, changes require signatures, and notices go to the addresses above. Nothing creates a partnership, agency or transfer of trademark ownership, and accrued payment and confidentiality obligations survive.