Merchandising

 

• A merchandising agreement (also known as a merchandising contract, merchandising license agreement, or the like) is a very flexible and ubiquitous type of legal document prevalent in almost all industries, which may generally be used either exclusively or non-exclusively in transactions involving the commercial exploitation (generally through some form of license) of some fictitious character, logo, mascot, person (such as a business tycoon, entertainment celebrity, sports figure or the like) that is easily-recognizable to, and very popular with, the general public – collectively, "representative" – thus theoretically making the general public more likely to purchase merchandise and products (collectively, "brand") associated in some obvious visual manner with such representative (such as having the representative's likeness directly on such brand, or by having the representative appear in advertisements endorsing or using such brand), in which such merchandising agreement may either govern the sale of the brand items themselves between business entities or may just govern the relationship between the manufacturer of the brand and a representative, to facilitate having such representative become actively-associated with the marketing of such brand, or to have the brand associated with some commercial activity itself.

 

• The most common forms of merchandising situations may be for: brands; characters; and, events (generally large-scale, such as movies, music concerts, sporting activities, political activities).

 

• Merchandising agreements are so prevalent across so many industries that there are now specialized product placement agents dedicated to associating particular brands with particular commercial activities (such as associating the marketing of numerous toys and other types of branded commercial items with the extremely-popular Disney movie "Toy Story"), through offering monetary or other inducements to the holders of the intellectual property (IP) rights related to such commercial activities.

 

• A cooperative merchandising agreement (CMA) is a specialized form of merchandising agreement between a manufacturer or holder of the IP rights to a particular brand and a retailer, in which the retailer undertakes to market the brand under specific conditions (such as geographical territory, duration of marketing efforts, number of discrete advertisements, forms of marketing, types of media to be used for marketing, how the brand will be prominently-featured in all marketing efforts, and the like), in return for which the manufacturer or holder agrees to pay the retailer money, incentives, other intangible or intangible consideration, royalties, or some combination thereof.

 

• Consultation for advertising entities, celebrities wishing to be exploited, the estates of such celebrities, holders of IP rights, marketing entities, manufacturers, media entities, merchandising entities, product placement agents.

 

• Typical merchandising-related ancillary legal activities, such as: business formation (such as corporations, joint ventures, limited liability companies – LLCs – partnerships, S corporations); financial transactions (such as debt financing, equity investments, venture capital participation and the like); IP issues (such as copyright, inventions, patent, trade dress, trade secret, trademark) enforcement and protection; litigation management; negotiating and drafting various merchandising-related agreements, contracts and documents for advertising, endorsements, licensing, marketing, product development.

 

• Negotiating and drafting of various merchandise-related agreements, contracts, documents, forms and templates, such as for: character and corporate licensing agreement; brand licensing agreement; cooperative merchandising agreement; merchandise license; merchandising and marketing agreement; merchandising contract; merchandising program agreement; merchandising rights contract; premier partner merchandising agreement; retail distribution agreement; sales and distribution agreement; vendor merchandise agreement

 

• Compliance with all applicable merchandising-related domestic administrative agencies frameworks, guidelines, recommendations, regulations, rules and statutes, particularly those in California, Missouri and New York.

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    Last updated 210107_2023