Intellectual property
Trademark licence agreement
The paper letting one party use another's name, logo or brand. What sets it apart from other licences is quality control: in many systems a mark can be weakened if its owner licenses it without supervising how it is used, so these agreements carry approval rights, standards and inspection. They also cover the exact form of the mark, where and on what it may appear, and what happens to stock and signage when the licence ends.
- In the catalogue
- Intellectual property
- Where it can live
- Any of the 184 governing laws
Who uses one
- Brand owners licensing a name for products, territories or merchandise.
- Companies using a partner's logo on their own materials.
- Businesses in a co-branded arrangement putting two marks on one thing.
What you are deciding
- Which marks are licensed, in which form
- On what goods, services or materials they may appear
- The territory, and whether it is exclusive
- Quality standards, and how approval works
- Whether the owner may inspect, and how
- What is paid, and how it is reported
- Who registers, maintains and enforces the mark
- What happens to stock and signage at the end
Blanks you leave stay blank and wait in the room. Nothing is filled in from a guess.
The sections a draft usually has
- 1The parties and the marks
- 2Grant and scope
- 3Territory and exclusivity
- 4Quality standards
- 5Approval of materials
- 6Royalties and reporting
- 7Ownership and goodwill
- 8Enforcement
- 9Term and termination
- 10Run-off and removal
A general outline, not a required one. What turns up in a draft follows what you described. A contract is written in the order a contract is read.
What people call it
The names this kind of paper goes by. They are here because people search for them. They also filter the catalogue. They are not a wordlist the door matches. At the composer you describe the deal in your own words instead.
- trademark licence agreement
- trade mark license agreement
- brand licence agreement
- logo usage agreement
- merchandising agreement
- franchise style brand licence
Questions people ask
- Why does a trademark licence need quality control?
- Because in several systems a mark used without the owner supervising standards can lose distinctiveness or become vulnerable. The control clauses exist to protect the mark, not just the relationship.
- Who owns goodwill built by the licensee?
- Agreements of this kind almost always state that goodwill accrues to the owner of the mark, and that the licensee acquires no ownership by using it.
- What happens to branded stock when the licence ends?
- Papers of this kind commonly allow a sell-off period, then require removal or destruction. Without one, the ending leaves branded goods in circulation with no permission behind them.
General answers about the document. Not advice about your situation. Not written about any one country.
Where it lives
A contract names the legal system it is governed by. That is a separate decision from which paper it is. You pick it at the door, from any of the 184 units in Governing law, including England and Wales, Delaware, California and New York.
You do not start from this page. Describe the deal in one sentence at the door. Read the draft back in plain language, in the order a contract is read.
Start it at the door →Related kinds