Licensing Agreement
This agreement is made on 7 November 2026 between:
- Atelier Verde Ltd, of 5 Garden Row, Dublin D02 X285, Ireland ("the Licensor"); and
- Casa Natura SL, of Calle Mayor 18, 28013 Madrid, Spain ("the Licensee").
The Licensor owns the intellectual property described below and wishes to license it to the Licensee. The Licensee wishes to take the licence. They agree as follows.
1. Words used in this agreement
- "Licensed Property" means the following, with all rights in them anywhere in the world, and any registrations and applications for them:
- the trade mark ATELIER VERDE, registered in Ireland and the European Union (registrations listed in the licensor's records and given to the Licensee)
- the logo and the packaging designs for the Atelier Verde plant care range
- the product photographs and descriptions on atelierverde.example
- "Field" means the following use: make, advertise and sell plant pots, planters and gardening accessories that carry the licensed property.
- "Territory" means Spain, Portugal and Andorra.
- "Licensed Products" means the goods, content or services that the Licensee makes, offers or supplies within the Field and that carry or use the Licensed Property.
- "Net Sales" means the amounts invoiced by the Licensee and its sublicensees for Licensed Products, less sales taxes, customs duties and returns actually credited, and less trade discounts given in the usual way, but with no deduction for bad debts, costs of making or selling, or commissions.
- "Improvement" means any change, adaptation, translation, new version or addition to the Licensed Property.
- "Quarter" and "Year" mean periods of three and twelve months from the start date, and from each anniversary of it.
2. The licence
2.1 The Licensor grants the Licensee, for the term of this agreement, a licence to use the Licensed Property in the Territory and in the Field, and only there, to make, promote and sell the Licensed Products.
2.2 Exclusivity
2.3 Sublicensing
2.4 The licence can be transferred only as section 14 allows. The Licensee gets no right other than the rights stated in this agreement. In particular, it has no right to use the Licensed Property outside the Territory or the Field, to sell Licensed Products to a person who it knows or ought to know will sell them outside the Territory, or to use the Licensed Property in a way that is offensive, misleading or damaging to the Licensor's reputation.
2.5 The Licensor keeps all rights not granted. The Licensor may continue to use the Licensed Property outside the Field and the Territory, and inside them to the extent the licence is not exclusive or sole.
3. Term
3.1 This agreement starts on 1 January 2027 and continues for 3 years from the start date, unless it ends sooner under section 12.
3.2 The agreement may be renewed:
automatically for further periods of 1 year unless either party gives 90 days' written notice before the end of the current period
Otherwise it ends at the end of the term, and the parties may extend it only by written agreement.
4. Payment
4.1 The Licensee will pay the Licensor a royalty of 8% of Net Sales on all Licensed Products sold or supplied during the term, whether or not they have been paid for by the customer.
4.2 On signing this agreement the Licensee will pay the Licensor an advance of EUR 10,000. The advance is credited against royalties that fall due, and is not repayable unless the Licensor is in breach.
4.3 The Licensee will pay the Licensor a minimum royalty for each Year of EUR 15,000. If the royalties for a Year are less than that, the Licensee will pay the difference within 30 days after the Year ends.
4.4 All sums are payable in euros. Sums in another currency are converted at the rate published by the central bank of the country of the Licensor on the last day of the period they relate to.
4.5 All amounts are exclusive of value added tax, sales tax and similar taxes, which the Licensee will pay in addition if they are due. If the law requires the Licensee to deduct tax at source from a payment to the Licensor, the Licensee will deduct it and pay it to the authority on time, give the Licensor an official receipt, and help the Licensor claim any relief under a tax treaty. Where the deduction is not allowed, the Licensee will pay an increased sum so that the Licensor receives what it would have received without the tax.
4.6 A sum not paid on time carries interest at 4% a year above the base rate of the central bank of the country of the currency of payment, from the due date until payment. The Licensor may also suspend the licence on 10 days' written notice, if a sum that is not in good faith disputed remains unpaid.
5. Reports and payment dates
5.1 The Licensee will give the Licensor a written report and pay the royalty quarterly, within 30 days after the end of each quarter.
5.2 Each report will show, for the period, and for each Licensed Product and each country: the number of items sold or supplied, the Net Sales, any deductions, the royalty due, the identity of each sublicensee, and any other information that the Licensor reasonably asks for. It will be signed by a responsible officer of the Licensee. A report is due even when there are no sales.
6. Records and audit
6.1 The Licensee will keep complete and accurate books and records of all dealings in Licensed Products, in a way that lets the royalties be checked, for at least 5 years after the period they relate to.
6.2 The Licensor, or an independent accountant it names who is bound to secrecy, may inspect and copy those records during business hours on 10 days' written notice, no more than once in each Year, to check any report. If the check shows that the Licensee paid less than it should have, it will pay the difference with interest under section 4.6 within 14 days. If the amount is more than 5% of the royalties due for the period checked, the Licensee will also pay the reasonable cost of the audit.
7. Quality control
7.1 The Licensee will make and supply the Licensed Products to a standard of quality at least as high as the standard of the Licensor's own products or services, in line with the Licensor's reasonable written guidelines, and in line with every law, safety standard and regulation that applies to them in the Territory.
7.2 Before the Licensee first sells or supplies any Licensed Product, or a new version of one, or uses the Licensed Property in new packaging or advertising, it will give the Licensor a sample or a copy for approval. The Licensor will approve it or give its reasons for refusing within 15 days. Silence is not approval, but if the Licensor does not reply within a second period of the same length after a reminder, the sample is treated as approved. The Licensee will not depart from what has been approved.
7.3 The Licensor, or a person it names, may visit the Licensee's premises during business hours, on reasonable notice, to check the Licensed Products and how they are made and stored, and the Licensee will give it samples at no charge on request.
7.4 The Licensee will use the Licensed Property only in the form that the Licensor has supplied, and will show the notices of ownership that the Licensor asks for, such as the symbol of a registered trade mark and a statement that it is used under licence.
7.5 If the Licensor tells the Licensee that a Licensed Product does not meet the standards in this section, the Licensee will stop selling it, and put the defect right, within the time that is reasonable. If a product is unsafe, the Licensee will withdraw it at once and tell the Licensor and any authority that the law requires.
8. Ownership and Improvements
8.1 As between the parties, the Licensor owns all rights in the Licensed Property, and all goodwill from its use belongs to the Licensor. The Licensee's use of the Licensed Property benefits the Licensor. The Licensee will not challenge the Licensor's ownership or the validity of the rights, or register or use any name, mark, design, domain name or social media account that is the same as or confusingly similar to the Licensed Property.
8.2 All Improvements to the Licensed Property, by whoever they are made, belong to the Licensor, and the Licensee assigns to the Licensor, and will sign any document the Licensor reasonably needs to give it, all rights in them. The Licensee may use them within the licence as part of the Licensed Property.
8.3 Material that the Licensee creates on its own, without using the Licensed Property, such as its own name, trade marks and product designs that are not an Improvement, remains the Licensee's. The Licensee promises not to combine the Licensed Property with another mark in a way that creates a new composite mark.
8.4 The Licensor is responsible for keeping the registrations of the Licensed Property in force, at its own cost, and the Licensee will give it the help it reasonably needs. The Licensor may register the licence where the law requires or allows it, and the Licensee will sign what is needed.
9. Protection and infringement
9.1 Each party will tell the other at once if it learns that anyone infringes the Licensed Property, challenges its validity, or claims that the Licensee's use infringes another person's rights.
9.2 The Licensor has the first right to decide whether to take action about an infringement of the Licensed Property, at its own cost, and keeps any money it recovers. The Licensee will help it at the Licensor's cost, and may not take action itself without the Licensor's written consent.
9.3 If the Licensor does not act within 60 days after being asked in writing, and the infringement seriously harms the Licensee's rights in the Territory and the Field, the Licensee may do so at its own cost, after telling the Licensor. Any money recovered, after paying both parties' costs, is treated as Net Sales and the royalty is paid on it. The Licensee may not settle the case in a way that affects the Licensor's rights without its written consent.
9.4 If a third party claims that the use of the Licensed Property in line with this agreement infringes its rights, the Licensor will decide how to deal with the claim, and the parties will each do what is reasonable to help. The Licensee will stop using the Licensed Property to the extent that the Licensor reasonably tells it to.
10. Promises and warranties
10.1 The Licensor promises that it owns, or has the right to license, the Licensed Property as described, that it has the power to sign this agreement, and that, as far as it knows, the use of the Licensed Property in line with this agreement does not infringe the rights of any other person.
10.2 The Licensee promises that it will comply with every law that applies to the Licensed Products and their sale, that it has all licences and approvals it needs for them, and that the Licensed Products will be of satisfactory quality, safe, and fit for the use they are sold for.
10.3 Apart from the promises in this agreement, the Licensed Property is licensed as it is and the Licensor gives no other warranty, as far as the law allows.
11. Responsibility and insurance
11.1 The Licensee will keep the Licensor free from all claims, losses, costs and expenses, including reasonable legal fees, that arise from the making, marketing or sale of the Licensed Products, from a claim that a Licensed Product is defective or unsafe, or from the Licensee's breach of this agreement.
11.2 The Licensor will keep the Licensee free from claims by a third party that the Licensed Property, used in line with this agreement, infringes that party's rights, to the extent of the Licensor's breach of section 10.1.
11.3 Neither party is liable to the other for loss of profit that could not reasonably have been foreseen, or for indirect loss. This does not limit a liability for death or personal injury, fraud, or the Licensee's duty to pay royalties, or its liability for use of the Licensed Property outside the licence. The Licensor's total liability to the Licensee under this agreement is limited to the royalties it received in the 12 months before the claim arose.
11.4 The Licensee will keep in force, throughout the term and for 3 years after, product liability insurance with a reputable insurer, for an amount that is usual for a business of its kind, and will name the Licensor as an additional insured. It will give the Licensor a copy of the policy on request.
12. Ending the agreement
12.1 Either party may end this agreement at once by written notice if the other:
- materially breaches it and, where the breach can be put right, does not do so within 30 days of written notice asking it to;
- becomes insolvent, makes an arrangement with its creditors, or has a liquidator, receiver or administrator appointed, or ceases to carry on business.
12.2 The Licensor may end this agreement at once by written notice if the Licensee:
- uses the Licensed Property outside the Territory or the Field, or sells products that are not approved;
- challenges the Licensor's rights in the Licensed Property;
- sublicenses or transfers its rights without consent;
- fails more than once to give a report or to pay on time; or
- causes serious damage to the reputation of the Licensed Property or of the Licensor.
13. What happens when it ends
13.1 When this agreement ends or expires, the licence stops, and the Licensee will stop using the Licensed Property and stop making Licensed Products, except as allowed in this section.
13.2 Within 14 days of ending, the Licensee will give the Licensor a final report, a list of its stock of Licensed Products, and pay all sums due, including the unpaid part of any minimum royalty for the Year.
13.3 If the agreement did not end because of the Licensee's breach, the Licensee may for 90 days sell off the stock it had at that date, in the ordinary way and at not less than the usual prices, subject to the royalties and reports under this agreement. The Licensor may instead buy the stock at the Licensee's cost.
13.4 The Licensee will, at the Licensor's choice, destroy or deliver up all remaining stock, packaging, tools, moulds and materials that carry the Licensed Property, and will remove the Licensed Property from its website, social media, documents and marketing, and confirm in writing that it has done so.
13.5 Ending the agreement does not affect rights that arose before it. Sections 4, 5 (for the final period), 6, 8, 9, 11, 13, 15 and 16 continue after it ends.
14. Transfer
The Licensee may not transfer, charge or share this agreement or any right under it, whether by sale, merger or a change of its control, without the Licensor's written consent. The Licensor may transfer its rights if it also transfers the Licensed Property, by giving the Licensee written notice, and the person to whom it transfers them is then bound by this agreement.
15. Confidentiality
Each party will keep secret the other's confidential information that it learns under this agreement, including the terms of this agreement, designs and plans not yet released, and the Licensee's sales figures, and will use it only for this agreement. This does not apply to information that becomes public through no fault of the party, that the party already had, or that the law or a court requires it to disclose.
16. General
- Notices under this agreement must be in writing, and may be sent by email or delivered to the address at the top of this agreement, or to another address that a party has told the other of in writing.
- The parties are independent. This agreement does not make either of them the agent, partner or employee of the other, and the Licensee may not bind the Licensor.
- This agreement is the whole agreement between the parties about the Licensed Property. It replaces everything said or written earlier, and may be changed only in writing signed by both parties.
- If any part of this agreement cannot be enforced, the rest remains in effect.
- A party that does not use a right straight away has not given it up.
- The parties agree that a breach of sections 2, 7 or 8 by the Licensee may cause harm that money cannot repair, and that the Licensor may ask a court for an order to stop it.
- This agreement may be signed in separate copies and electronically, and together they form one agreement.
17. Governing law and disputes
This agreement, and any dispute that arises from it, is governed by the laws of Ireland. The parties will first try to settle any dispute by discussing it in good faith for 30 days after one of them gives written notice of it.
The place for deciding any dispute under this agreement is Dublin. How disputes are decided
Either party may ask a court anywhere for an urgent order to protect its intellectual property while a dispute is decided.
Signatures
For the Licensor: Atelier Verde Ltd
Name and title: ______________
Signature: ______________
Date: ______________
For the Licensee: Casa Natura SL
Name and title: ______________
Signature: ______________
Date: ______________