Party 1 Full name of the entity: Commercial register number: Tax ID: Address of the headquarters: Name of the signing legal representative: Title of the representative (Manager/Authorized): Phone: Email: | Party 2 Full name (four-part): National ID number: Nationality: Address: Phone: Email: |
This contract is made between the two parties whose complete details are specified in the attached contract form, referred to herein as "the First Party" (the owner of the trademark or product – the rights holder) and "the Second Party" (the manager of the trademark or product – the natural or legal person appointed to manage and develop the trademark/product), collectively referred to as "the Parties." Between: the First Party (the owner of the trademark or product – the rights holder) and the Second Party (the manager of the trademark or product – the natural or legal person appointed to manage and develop the trademark/product), who will provide a complete legal description in Annex (1) of this agreement. The First Party wishes to appoint the Second Party as the sole manager of the trademark or product (described in Annex (2)), to carry out activities related to the development of the trademark, marketing, promotion, operational management, product development, supply chain management (if any), overseeing distribution channels, managing relationships with customers and partners, and protecting intellectual property, in return for administrative fees and a commission on sales or profits. The Second Party desires to accept this mission and commit to its terms in accordance with the provisions of Egyptian law and the Intellectual Property Protection Law, as detailed in this agreement, achieving the mutual interests of the two parties, ensuring the development of the trademark and increasing its market value, and regulating their relationship with precision and transparency. The parties have agreed to the following:
Article (1) Definitions
1- The words and phrases hereinafter, wherever mentioned in this agreement, shall have the meanings specified next to each of them, unless the context of the text indicates otherwise:
2- Trademark/Product Owner: the First Party, the legal owner of the trademark or product subject to management, as specified in Annex (1/A).
3- Trademark/Product Manager: the Second Party, the natural or legal person appointed to manage and develop the trademark or product, as specified in Annex (1/B).
4- Trademark/Product: the trademark (word, logo, design, symbol, or combination thereof) or product (good or service) subject to management, as described in detail in Annex (2), including the registered categories, targeted markets, technical specifications, raw materials, and manufacturing methods (if any).
5- Management Scope: the geographical region (governorates, countries, or areas) in which the trademark manager operates, as specified in Annex (3).
6- Management Services: the services provided by the trademark/product manager, detailed in Annex (4), including but not limited to: developing trademark strategies, marketing and advertising, managing public relations, product development and improvement, managing supply and production chains (if any), managing distribution and sales channels, managing customer and partner relations, managing licensing and franchises, protecting intellectual property and combating counterfeiting, preparing periodic reports on trademark performance, and others.
7- Administrative Fees: the fixed monthly or annual fee due to the trademark manager for administrative services, specified in Annex (5) in the amount of .
8- Performance Commission: the percentage of total sales or net profits (as agreed) due to the trademark manager as performance incentives, specified in Annex (5) at the rate of percent.
9- Management Period: the duration specified in Annex (6) which starts from the date of signing this agreement and continues for years, renewable by mutual agreement.
10- Renewal Notice Period: the period preceding the end of the management period, specified as days before the expiry of the term.
11- Minimum Performance Target: the minimum value of sales or profits that the trademark manager is obligated to achieve during each period (annual), specified in Annex (7) in the amount of .
12- Intellectual Property Rights: include trademarks, trade names, logos, designs, patents, copyright, industrial models, trade secrets, and any other rights related to the trademark/product.
13- Protection Period: the duration extending after the end of the management period, during which the First Party is obliged not to deal directly with any client or partner introduced by the trademark manager, or to pay the commission due to the trademark manager for those transactions, specified as months following the termination of the agreement.
14- Confidential Information: includes marketing plans, development strategies, customer and partner lists, sales data, financial information, market studies, and any other sensitive information exchanged between the parties.
15- Maximum Compensation Limit (Cap): the maximum amount of compensation due for any breach, specified in Annex (8) in the amount of .
16- Force Majeure: events outside of the control and impossible to avoid (wars, revolutions, natural disasters, epidemics, unjust government actions, complete market collapse), as specified in Article (19) of this agreement.
Article (2) Subject of the Agreement