MERCHANDISE CONTRACT MODEL AND INSTRUCTION DRAFT REQUESTED FROM CITIZENS

Law on Protection of Cultural HeritageIn January 2021, the Parliament amended Article 54.3 to state that “State and local museums, as well as producers and sellers of products, shall enter into merchandising agreements. The model agreement will be approved by the Cabinet member in charge of cultural affairs. ”

In this context, a model guide to concluding a Merchandise license agreement and a draft agreement are being developed and presented to the public. The guidelines for concluding the above agreement are based on the Law of Mongolia, the Civil Code, the Law on Cultural Heritage Protection and other relevant laws. to determine the principle.

The draft is available for public discussion from today until August 5, 2021. Please take an active part in the discussion and submit your comments in the "relevant" section of the Ministry of Culture's website.

CONCLUSION OF MERCHANDISE LICENSE AGREEMENT

EXAMPLE INSTRUCTIONS

One. General grounds

1. The purpose of this guideline is to establish a Merchandise license agreement for the use of intellectual property, culturally based intellectual property, tangible and intangible cultural heritage based on the Constitution of Mongolia, the Civil Code, the Law on Cultural Heritage Protection and other relevant legislation. to help determine

2. The right to enter into a merchandising agreement shall be exercised by the owner or possessor of the intellectual property or cultural heritage.

3. A Merchandise License Agreement is the granting of the right to use an individual's name, image, voice and literature, works of art, cultural heritage images, sound images, photographs and works of art to products and services from owners and possessors to producers and sellers. and a contract in which the producer or seller is obligated to pay the owner or possessor from the proceeds of the sale.

4. The primary right to grant a merchandise (license) shall be the owner of an intellectual property protected by a trademark, copyright, product design, patent or certificate. However, in case of using the state cultural heritage for public use, the primary right to grant merchandise shall be exercised by the owner of the cultural heritage.

5. A merchandiser (licensee) is a person who acquires the right to use an intellectual property transferred under a contract.

6. There are three types of merchandising: image, service, and personality.

7. Exclusive and ordinary rights are granted under the Merchandise License Agreement.

8. In case of transfer of exclusive rights under a merchandise license agreement, only the merchandise recipient shall have the right to use the intellectual property, cultural heritage, services, honor and other works used under the agreement.

9. In case of transfer of ordinary rights under a merchandising license agreement, the merchandiser may grant the right to use the intellectual property, cultural heritage, services, honor and other works transferred by the agreement to other persons in addition to the merchandiser under the ordinary merchandising license agreement.

10. If the grantor of the merchandise is the owner of the intellectual property in accordance with the law or the contract, he / she shall obtain the written permission of the owner of the intellectual property and the state administrative organization in charge of cultural affairs.

11. In case of using the unique cultural heritage under the merchandise license agreement, the owner shall obtain the written permission of the state administrative body in charge of cultural affairs. In case of using a unique historical and cultural monument under a merchandise contract, the contract shall stipulate that the contract fee shall not be less than 30 percent of the sales revenue.

12. The issuer of a merchandising license shall register the merchandise license agreement with the State Intellectual Property Office of the country where it wishes to enjoy protection and shall be obliged to register the registered contract information in the Unified State Register of Cultural Heritage.

13. The parties may specifically agree on the payment of the contract in installments, such as payment in installments and a percentage of sales revenue. Unless specifically prohibited by law, a joint escrow account may be established to control revenue.

14. The Merchandiser shall be fully responsible for any costs, taxes and fees incurred in connection with the use of the Contract, the production and sale of the Products.

Two: The structure of the Merchandise license agreement

1. Contracting Parties: Indicate the official name and address of the trustee, the merchants of the contractor, the recipient of the merchandise and, if represented by another person, the authorized representative, and the registration number, if necessary.

2. Terms to be used in the contract: The terms used in the contract may be defined separately and in detail as a separate item. For example, it defines terms used in specific contexts within a contract, such as special materials, images, sound, technical documentation, and technology.

3. The main points of the agreement:

   1. Types, features, main features and definitions of intellectual property transferred by contract

   2. Types of rights granted by contract / simple, exclusive /

   3. Amount of payment for use of contract item and method of payment

   4. Method, amount and duration of use of the invention in accordance with the contract

   5. Territorial scope of use of the contract item

   6. Rights and obligations of the parties to the contract

4. Additional terms of the contract

   1. Contract confidentiality

   2. Liability

   3. Dispute

   4. Legislation to be used in the contract

   5. Entry into force or termination of the Agreement

   6. Other conditions

Appendix

MERCHANDISE LICENSE AGREEMENT

/ MODEL MODEL /

Guided by the relevant laws of Mongolia, the parties have mutually agreed on the following terms and conditions and entered into this agreement.

ONE. GENERAL PROVISIONS

1. Purpose of the agreement:The recipient of a merchandiser is registered in one or more types of intellectual property and transfers the right of the merchandiser to use a product or service that is protected by a patent or certificate or registered as a cultural heritage, and to use it for products and services and to pay for such use.

   • Contract term: The agreement becomes effective upon signing by the parties and is valid for ..... (year, month, day) after the agreement enters into force.

   • Contract item:Specify the characteristics of the type of intellectual property to be transferred by contract (name, image, voice, painting, photograph, etc.)

   • Type of rights transferred by contract: Merchandisers are merchandisers .............. well-known ..... ...... types of works (names, images, voices, performances, crafts works, etc.) for sale to the public in accordance with the procedures set forth in this Agreement ..... products (clothing, food, souvenirs, etc.) products and services (weddings, exhibitions, sports competitions, etc.) within the territory specified in the Agreement, the exclusive (ordinary) right to distribute in the language specified in the contract for the period specified in the contract.

   • Contract language. Mongolian language

   • Production volume of contract items: maximum ........ (minimum ..........). Note: In the case of using a contract item for a service, only the period of use for that service will be specified and payment will be made regardless of whether the contract item was used during the contract period.

   • Permitted territory: In the territory specified in the contract, if the specific location is not specified, it must be implemented in the country of origin of the merchandiser or in the territory specified by him.

   • In doing so, the Parties shall respect each other's rights, treat each other fairly and take all appropriate measures to ensure the implementation of the Agreement.

   • Any notice, request or consent given or required under this Agreement must be in writing. Such notices, requests or consent shall be deemed to have been granted if they have been delivered in person to the authorized representative of the contact party or sent to the address specified in the contract.

   • The merchant should prioritize the interests of the merchandiser, regardless of anything related to future work, and avoid conflicts of interest with other projects or activities of his organization.

   • Authorized representative:

Two: Contract payment

1. The merchandiser shall pay the merchandiser for the use of the contract item.

   • Payment for the merchandise contract will be transferred to the merchandiser's account number .... bank ....

   • Annual, quarterly and monthly sales revenue from the production and sales of the merchandiser, taking into account the value, type, type of use, production volume, estimated economic efficiency and actual income of the intellectual property to be used under the contract. The recipient of the merchandise agreed to pay the merchandise to the issuer of the merchandise every year, quarter, and month (choose to underline).

   • The Merchandiser shall pay the contract fee even if he / she has not used the contract item.

   • The merchandiser shall maintain the accounting records and records relating to the performance of the contract in accordance with internationally accepted principles, and the merchandiser, his appointed representative or the auditor shall have the right to audit these accounts and records.

Three. Rights and obligations of the merchandiser

1. You are entitled to a fee for the use of the contract item. (this will be included in the merchandiser's obligation to pay)

   • The merchandiser has the right to impose certain conditions and requirements on the merchandiser

   • The Merchandiser is responsible for authorizing the Merchandiser to use the Contract in an agreed manner, transferring to the Merchandiser the technical documentation required to use the invention, providing information, and providing professional and technical assistance.

   • The Merchandiser shall be obliged to obtain the relevant permission related to this contract from the state authorities, the owner and the person who transferred the rights from it.

   • The Merchandiser is obligated to pay any costs associated with the copyright, trademark, product design, and patent registration of the contract item.

   • The Merchandiser is responsible for monitoring and protecting the illegal use of the contract item. If you become aware of an intellectual property infringement, work with the merchandiser to immediately end the infringement.

Four. Rights and obligations of the merchandiser

1. The merchandiser must obtain permission from the merchant provider before distributing their products and services to the public. After obtaining the permit, the merchandiser has the right to manufacture and sell the product using the contract item in accordance with the terms and conditions agreed by the lessor.

   • If necessary, the merchandiser is entitled to advice and support.

   • The merchandiser shall respect the brand and reputation of the owner and right holder of the contract item, comply with the standards and requirements set by the merchandiser, produce each product in accordance with the standard, and pay attention to the quality and appearance of the contract item.

   • The Merchandiser shall be fully responsible for all costs incurred in producing and selling the product using the contract item, and shall be obliged to obtain in advance the intellectual property and other relevant permits required for the production of the product.

   • The Merchandiser recognizes and acknowledges that copying a work transferred under a contract, producing more than permitted, and producing a product similar to that under the contract during and after the contract is a violation of copying intellectual property.

   • The Merchandise Recipient shall, upon written request of the holder