Trade Mark & Patent Sublicensing and Distribution Agreement
Our client informed us that it had found a Kenyan partner to manufacture products using a patent for which our client had a licence and with materials sold to it by our client. The partner would also be distributing these products (using certain trade marks that were unregistered in Africa). Our client instructed us to draft a sub-licence agreement for use with the partner. In order to make sure our client was fully protected, in particular, we ensured that:
- our client could ensure the quality of the products by requiring regular samples from the partner;
- any rights that arose from the partner’s use of the unregistered trade marks would belong to our client;
- our client could visit the partner’s premises at any time in order to inspect its books and verify that the correct amount of royalties had been paid;
- our client could visit the manufacturing plant(s) at any time to ensure that there was no forced labour being used;
- any sale of materials was on our clients’ standard terms of sale;
- any litigation involving the matter would take place in England.