This Die Template & Packaging License Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between Trill Ventures LLC (“Licensor”) and [Collaborator legal name] (“Collaborator”), concerning the packaging collaboration described in an approved written quote, purchase order, statement of work, or other written confirmation between the parties (the “Collaboration”).
1. LICENSED MATERIALS
Licensor may provide its proprietary packaging die template, dieline files, structural specifications, production tooling information, mockups, and related artwork or production files (collectively, the “Die Template”). The Die Template, its underlying structure, and any new or modified die template created for the Collaboration remain the sole property of Licensor. No ownership right is transferred.
2. LIMITED LICENSE
Subject to this Agreement, Licensor grants Collaborator a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Die Template solely to design, review, and approve packaging artwork for the Collaboration with Trill Burgers. No right is granted for any other product, brand, promotion, customer, or project, or for any use after the Collaboration ends.
3. RESTRICTIONS AND APPROVED RECIPIENTS
Collaborator will not copy, disclose, sell, publish, distribute, reverse engineer, recreate, or use the Die Template except as expressly permitted by this Agreement. Collaborator may share the minimum necessary files only with its employees, professional designers, and Licensor-approved production vendors who need them for the Collaboration, are bound by written confidentiality and use restrictions at least as protective as this Agreement, and are identified to Licensor upon request. Collaborator remains responsible for their acts and omissions.
3.1 Structural limits. The custom die-cut may be designed only within the pop-up display lid area. All other panels must remain unchanged in size and structure unless Licensor approves the change in writing.
3.2 Production control. No packaging may be produced by anyone other than Licensor or its designated production partner without Licensor’s prior written consent.
3.3 No extraction or reuse. Collaborator may not use the Die Template, box structure, dimensions, or any substantially similar reconstruction to manufacture packaging outside the Collaboration.
4. OWNERSHIP OF ARTWORK AND NEW DIES
Collaborator retains ownership of its pre-existing trademarks and original artwork. Licensor retains ownership of the Trill Burgers name, marks, branding, trade dress, packaging structures, Die Template, and all new or modified dies. Payment of design, tooling, setup, or production charges does not transfer ownership of any die or structural template. Subject to Licensor’s approval and an applicable production order, Collaborator may reuse an approved design for future Trill Burgers orders if the die structure remains unchanged.
5. ARTWORK, APPROVALS, AND COMPLIANCE
All artwork and production proofs must be approved in writing by Licensor before printing or manufacture. Approval of artwork by Licensor does not constitute legal clearance or shift responsibility for Collaborator Materials. Collaborator represents that its names, marks, artwork, claims, instructions, and other materials (“Collaborator Materials”) are accurate, lawful, and do not infringe or violate any third-party right. No material change may be made after approval without renewed written approval from Licensor.
6. ORDERS, FEES, AND PRODUCTION
This Agreement does not itself obligate either party to place or accept an order. Pricing, quantities, minimums, tooling and setup charges, samples, deposits, payment timing, freight, taxes, production schedule, delivery, inspection, and acceptance will be stated in a separate written quote, purchase order, or statement of work accepted by both parties. If there is a conflict, this Agreement controls ownership, license, confidentiality, and use of the Die Template; the accepted order controls commercial production terms. Unless an accepted order states otherwise, Collaborator is responsible for approved costs attributable to its artwork, revisions, sampling, tooling, production, freight, and taxes.
7. CONFIDENTIALITY AND SECURITY
The Die Template and all non-public structural, technical, pricing, production, and business information disclosed by Licensor are Licensor’s confidential information. Collaborator will protect such information using at least reasonable care, use it only for the Collaboration, and promptly notify Licensor of any loss, unauthorized access, disclosure, or use. These obligations do not apply to information Collaborator can document was lawfully known without restriction, independently developed without use of Licensor’s information, or lawfully received from a third party without a duty of confidentiality. If disclosure is legally required, Collaborator will give prompt notice when permitted and disclose only what is required.
8. TERM, SUSPENSION, AND TERMINATION
This Agreement begins on the Effective Date and continues for the Collaboration unless earlier terminated. Licensor may suspend access or production immediately if it reasonably believes the Die Template, Trill Burgers brand, or confidential information is at risk. Either party may terminate by written notice if the other party materially breaches this Agreement and does not cure the breach within ten (10) days after written notice; Licensor may terminate immediately for unauthorized use, disclosure, production, or infringement.
8.1 Effect of termination. Collaborator will immediately stop using the Die Template, return or permanently delete all copies, and confirm completion in writing. No additional packaging may be produced. Finished inventory may be sold, destroyed, modified, or otherwise handled only as Licensor approves in writing. Accrued payment obligations and Sections 3 through 5, 7 through 12, and 14 survive termination.
9. REPRESENTATIONS AND DISCLAIMER
Each party represents that it has authority to enter into this Agreement. Except as expressly stated in an accepted written order, the Die Template is provided “as is.” Licensor disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Collaborator and its production professionals are responsible for verifying artwork placement, dimensions, materials, regulatory content, barcodes, colors, and production fitness before manufacture.
10. INDEMNIFICATION
Collaborator will defend, indemnify, and hold harmless Licensor and its affiliates, owners, employees, agents, and production partners from third-party claims, losses, damages, liabilities, penalties, costs, and reasonable attorneys’ fees arising from Collaborator Materials, Collaborator’s products or claims, unauthorized use or disclosure of the Die Template, or Collaborator’s breach of this Agreement. Licensor will promptly notify Collaborator of a covered claim and reasonably cooperate at Collaborator’s expense. Collaborator may not settle a claim in a manner that admits fault by, imposes obligations on, or restricts Licensor without Licensor’s written consent.
11. REMEDIES
Unauthorized use or disclosure of the Die Template or Licensor’s confidential information may cause irreparable harm for which monetary damages are inadequate. Licensor may seek temporary, preliminary, and permanent injunctive relief, in addition to any other remedy available at law or equity, without limiting any right to recover damages.
12. LIMITATION OF LIABILITY
To the fullest extent permitted by law, Licensor will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, business opportunity, goodwill, or data, arising from this Agreement. Except for Licensor’s fraud, willful misconduct, or obligations that cannot legally be limited, Licensor’s aggregate liability will not exceed the amounts actually paid to Licensor under the specific production order giving rise to the claim during the six (6) months before the event giving rise to the claim.
13. NOTICES
Notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email with confirmation of transmission to the addresses stated below or to an updated address given by notice. Notice is effective upon receipt.
14. GENERAL
This Agreement is governed by Texas law, without regard to conflict-of-law rules. Exclusive venue for any dispute will lie in the state or federal courts located in Harris County, Texas, and each party consents to that jurisdiction. Collaborator may not assign this Agreement without Licensor’s prior written consent. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. A waiver must be written and applies only to the stated instance. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. This Agreement and accepted written orders constitute the entire agreement on their subjects and may be amended only in a writing signed by both parties. Counterparts and electronic signatures are effective as originals.
