# INTELLECTUAL PROPERTY LICENCE AGREEMENT
## Important legal and formality warning
This fictional agreement is made on 22 September 2027 under the law of England and Wales. It licences a brand and design portfolio; it does not assign ownership. The parties must verify registration status, chain of title, employee and contractor assignments, design validity, third-party rights, moral rights, product safety, consumer information, competition law, tax, insurance and any recordal required by the UK Intellectual Property Office. A licence may need to be executed as a deed in a particular transaction. No party should manufacture or sell a product until the relevant technical, safety and regulatory checks are complete.
## 1. Parties and background
The licensor is Larkspur Homewares Limited, company number 10924418, of 11 Orchard Wharf, Bath BA1 1QZ (the Licensor). The licensee is Bracken Retail Group Limited, company number 06731804, of 88 Market Street, Birmingham B4 7SL (the Licensee). The Licensor owns or controls the Larkspur Living word mark, the gold-and-fern logo, the registered design for the Meadowlight Lantern, approved product artwork, packaging layouts and brand guidelines listed in Schedule 1 (the Licensed IP). The Licensee operates homeware shops and an online store in the Territory.
The parties want the Licensee to manufacture through approved suppliers and sell the Licensed Products under the Licensed IP. The Licensor has authority to grant the rights stated here, subject to the rights of any expressly identified third-party owner. The parties' reference is LL-BRG-220927.
## 2. Definitions and grant
Approved Supplier means a manufacturer approved in writing by the Licensor. Business Day means a day other than Saturday, Sunday or an English bank holiday. Contract Year means each 12-month period beginning on 1 October and each anniversary of that date during the Term. Licensed Products means the Meadowlight Lantern and matching rechargeable table lamp made to the approved specification. Net Sales means amounts actually invoiced and received for Licensed Products, excluding VAT, delivery separately charged, refunds, credits and trade discounts. Territory means England, Wales and Scotland. Channels means the Licensee's 18 named shops and brackenhome.example.test. Term means 1 October 2027 to 30 September 2030, unless ended earlier.
Subject to payment, quality compliance and the restrictions below, the Licensor grants the Licensee a non-exclusive, non-transferable licence during the Term and in the Territory to use the Licensed IP to manufacture through Approved Suppliers, advertise, offer and sell Licensed Products through the Channels. The licence does not include Northern Ireland or any other country, wholesale resale to an unauthorised retailer, sublicensing, use on a different product, or registration of a mark, domain or company name incorporating Larkspur.
The Licensee may grant an Approved Supplier a limited written right to reproduce the Licensed IP only to manufacture the Licensed Products for the Licensee. The Licensee remains responsible for that supplier and must ensure it stops use when the licence ends. The Licensee must not alter the logo, combine it with a confusing mark, or use the Licensed IP in a way that damages goodwill.
## 3. Ownership and quality control
The Licensor retains all right, title and interest in the Licensed IP, including trade marks, registered designs, copyright, artwork, goodwill and confidential brand material. The Licensee owns its pre-existing retail systems and customer data. No assignment, security interest or implied licence is created. Any goodwill generated by the Licensee's use of Larkspur accrues to the Licensor.
Before production, the Licensee submits a prototype, packaging, materials, colour, safety information and supplier details for written approval. The Licensor will respond within 10 Business Days with approval or reasonable reasons for rejection. A change to a material, component, colour, packaging claim or manufacturing site requires renewed approval. The Licensee must keep production samples and batch records and allow an audit on 10 Business Days' notice, no more than twice each Contract Year unless a serious defect or suspected breach exists.
The Licensee warrants that Licensed Products will conform to the approved specification, be safe and lawful, carry required warnings and instructions, and be sold with accurate consumer information. It must maintain product and public-liability insurance of at least £2,000,000 per claim, notify the Licensor within 24 hours of a serious complaint or safety incident, preserve samples, and cooperate in a recall. Product liability is not transferred to the Licensor merely because it approved a design.
## 4. Royalties and reporting
The Licensee pays a royalty of 7% of Net Sales. If a quarterly statement records 1,200 lanterns sold at £48 each, gross sales are 1,200 x £48 = £57,600. If documented customer refunds are £2,400 and VAT is excluded, Net Sales are £55,200 and the royalty is 7% x £55,200 = £3,864. The Licensee must not reduce Net Sales by internal overhead, payment fees or advertising costs.
Within 20 days after each quarter ending 31 December, 31 March, 30 June and 30 September, the Licensee gives a signed statement showing units, prices, returns, credits, Net Sales and royalty, and pays the royalty by cleared funds. The first quarter is 1 October to 31 December 2027. The Licensor may audit relevant records once each year on 10 Business Days' notice. If an audit reveals an underpayment of more than 5%, the Licensee pays the shortfall, interest at 3% above the Bank of England base rate, and reasonable audit costs.
Royalties are exclusive of VAT. The Licensee makes lawful withholding deductions only where required, gives evidence of the deduction, and cooperates on treaty relief. Each party bears its own tax and professional expenses. The Licensee may not set off a disputed claim against royalty without the Licensor's written agreement or a final court order.
## 5. Marketing, data and confidentiality
The Licensee may use only approved imagery, claims, packaging and brand wording. It must submit a proposed campaign at least five Business Days before publication if it materially features the Licensed IP. Neither party may announce the commercial terms without consent, except to advisers, insurers, regulators, a potential permitted assignee or where law requires disclosure.
Each party protects the other's non-public technical, commercial, financial and customer information and uses it only for this agreement. The Licensee remains controller of its customer data and must comply with UK data-protection law when marketing Licensed Products. The Licensor receives sales information only to calculate royalties, monitor quality and protect its rights. It must not sell identifiable customer data or use it for unrelated marketing.
## 6. Infringement and enforcement
The Licensor will control enforcement of the Licensed IP. The Licensee must promptly tell the Licensor of suspected infringement, counterfeit goods, a challenge to a mark or design, or a claim involving the Licensed IP, and must not admit validity or settle without written consent. The Licensor may bring proceedings, seek an injunction, request takedown, or agree a commercial resolution.
The Licensor will defend a third-party claim that the authorised use of Licensed IP in the Territory infringes a UK registered right and pay final damages or an approved settlement, provided the Licensee gives prompt notice and cooperation. It has no obligation for a claim caused by an unauthorised change, combination, supplier, use outside the licence or continued use after notice. If a claim threatens continued use, the Licensor may procure a right, replace or modify the relevant element without materially harming the Licensed Products, or terminate the affected licence and refund prepaid royalty.
The Licensee indemnifies the Licensor for claims and losses caused by unsafe products, unlawful advertising, its breach, supplier conduct, personal-data misuse or use outside the grant. Neither party may settle a claim admitting the other's liability without consent.
## 7. Term, suspension and exit
The Term begins on 1 October 2027 for three years. It renews for one-year periods unless either party gives 120 days' notice before the then-current expiry. Either party may terminate for a material breach not remedied within 30 days, insolvency, serious product-safety risk, repeated non-payment or deliberate misuse of the Licensed IP. The Licensor may suspend a product approval or use immediately where continued sale creates a serious safety or legal risk, giving reasons and limiting the suspension to what is necessary.
On termination, the licence ends and the Licensee stops manufacture, advertising and sale, removes online listings, returns or securely destroys brand material, and gives a final royalty statement within 20 days. The Licensee may sell existing compliant finished stock for 60 days only if royalties are paid and the Licensor does not terminate for safety, fraud, deliberate infringement or non-payment. Approved Suppliers must stop production immediately. No sell-off right permits a recall or unlawful sale.
## 8. Liability, general terms and signatures
Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, product liability that cannot be excluded, infringement indemnities, or liability that law will not permit to be limited. Subject to that, aggregate liability is capped at £250,000. Liability for unpaid royalties, deliberate misuse of the Licensed IP, confidentiality breach and safety indemnity is capped at £500,000. Neither party is liable for indirect loss or lost profit to the extent lawful, but this does not limit royalties, refunds or indemnities expressly due.
This agreement and its schedules are the entire agreement and override prior discussions about the Licensed IP. A variation must be signed in writing. Assignment requires consent, except to a successor acquiring substantially all relevant business that assumes obligations. No partnership, agency or employment is created. No third party may enforce a term under the Contracts (Rights of Third Parties) Act 1999. Notices go to legal@larkspur.example.test and legal@brackenretail.example.test; email before 17:00 on a Business Day is deemed received on transmission if no failure message returns, otherwise at 09:00 on the next Business Day.
The parties will refer a dispute to Naomi Bell, the Licensor's commercial director, and Marcus Flynn, the Licensee's buying director, for a meeting within ten Business Days before mediation in Birmingham, without preventing urgent injunctive relief. The agreement and non-contractual obligations are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Signed for Larkspur Homewares Limited by Naomi Bell, Commercial Director, on 22 September 2027:
Signature: ______________________________
Signed for Bracken Retail Group Limited by Marcus Flynn, Buying Director, on 22 September 2027:
Signature: ______________________________
Schedule 1 — Licensed IP and products: Larkspur Living word mark application UK00004162018; gold-and-fern logo artwork LL-LOGO-04; UK registered design 6218041 for Meadowlight Lantern; approved packaging LL-PACK-2027; and brand guide LL-BG-3. Licensed Products are the lantern and matching rechargeable table lamp only.
Schedule 2 — Approved channels: Bracken shops at Birmingham, Bath, Bristol, Cardiff, Chester, Derby, Exeter, Glasgow, Leeds, Leicester, Liverpool, Manchester, Newcastle, Norwich, Nottingham, Reading, Sheffield and York, plus brackenhome.example.test. No marketplace seller account or wholesale channel is approved unless added in writing.