Trademark License Agreement Template

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A trademark license agreement lets a company buy or sell the rights to a trademark which is a form of intellectual property. Trademark license agreements help the parties legally authorize the trademark use in a specific region. Complete this trademark license agreement on Lawrina in a flash and get a perfect PDF template on your device or inbox.
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A trademark license agreement is a legal document in which a trademark owner (licensor) permits the other party (licensee) to use the licensor’s trademark under specific terms. Trademark license agreements help the parties legally authorize the trademark use in a specific region and reduce the chances of legal disputes and violation of contract terms.

In this article, we will discuss all aspects of a trademark licensing agreement, including its types and differences with a trademark assignment agreement. You will also find the steps on how to draft a professional trademark licensing agreement template for your legal needs. Dive in!

When to Use Trademark License Agreements

Trademark licensing is especially popular in such industries as sports, beauty, fashion, food and beverages, transport, etc. Defining a trademark license should go before signing all legal documentation.

A trademark license agreement is necessary for all businesses and types of license transfers to ensure the trademark is used, promoted, or presented on new platforms and territories lawfully. The key parties to trademark licensing agreements are brand producers, franchisors and franchisees, merchandise companies, and business partners. 

Below are the situations when the licensor and licensee can employ a trademark license agreement sample:

  • Brand creators give their permission to operate and grow their trademark in a new geographic territory

  • Franchisors develop and promote trademarks along with their business model and reputation

  • Independent companies start their collaboration to create a new brand that merges the advantages of the two initial brands and more

Without trademark license agreements, licensing may carry deal complications, legal disputes, and unforeseen force majeure circumstances. The rights of the parties are not legally protected, and the cooperation may not happen as lawfully as it should. 

Our trademark license agreement template complies with recent U.S. law regulations, and it is easy to customize to your needs on Lawrina in no time.

Types of Trademark Licenses

Understanding your trademark license is of utmost importance. Before entering into a trademark license agreement, find the most common types of trademarks below to understand how to license them effectively.

1. Exclusive License

An exclusive license grants permission to sell or promote a specific product or service in a defined geography. The licensor decides on the license duration and prohibits sharing the trademark license with other parties.

2. Non-Exclusive License

A non-exclusive license enables licensees to gain the rights for products or services within the same territory without limitations. This type of license is typically shorter than an exclusive license but more expensive.

3. Royalty-Free License

Obtaining a royalty-free license, licensees can employ the trademark without royalty payments or any other fees for each use during an indefinite period. This type of license may be limited to particular goods or services only. 

Difference Between Trademark License & Trademark Assignment

Trademark assignment implies the full transfer of trademark rights to the other party and further registration. The new trademark owner can legally establish the new brand growth strategy, geography, business model, royalty policy, etc. This information should be outlined in trademark assignment agreements.

Under trademark licenses and settled quality standards, the brand producer remains the sole owner of the trademark and only grants the right to operate specific products or services in the agreed-upon area.

How to Write a Trademark License Agreement

Here’s the list of the main elements a sample trademark license agreement should include:

1. Recitals

First, specify the full names of the licensor and licensee and their addresses. 

If the parties are business entities, write their legal names, addresses, registration numbers, and the full names of the legal representatives of these businesses. Legal representatives act on behalf of their companies and are responsible for signing the trademark licensing agreement. Then, state the intention to license rights of the trademark to the licensee.

2. Grant of License

In this section of your trademark licensing agreement, add the trademark number and mention the institution of its registration. Mention the field in which the licensed trademark will be used. Such details are extremely important for well-known brands with multiple registered trademarks and legal names.

The grant of the license clause must also include the license exclusivity and the list of products and services covered.

3. Term and territory

The term simply means the duration of the license. Geography should specify territories and regions where the trademark is allowed to be used. Both these sections can be standalone or merged in trademark license agreements.

4. Consideration

This is a monetary section in which the parties should outline all payments for the trademark use: license issue, royalty, payment frequency (full sum or installment payments), etc.

5. Termination

This section explains the conditions of terminating the trademark license agreement before its official date of expiry. A notice period must be mentioned, which is the term for parties to inform one another of the end of the business relationship. If none is provided, it will be subject to breaching the agreement, and the trademark usage must be stopped immediately.

6. Confidentiality

For license authorization deals, this section specifies that all information like trade secrets, financial plans, and other business information must remain confidential between the parties.

7. Governing law

This provision should articulate which U.S. state law will help the parties resolve legal issues that happened during the agreement, if any. 

Additional provisions for trademark license agreements like indemnification, warranties, or force majeure may be added if agreed upon between the parties.

Conclusion

Trademark license agreements are impeccable for safe trademark usage across the world. 
When the details of this deal are properly written and negotiated, the parties can ensure the requirements for trademark license are met, and they can benefit from long-term cooperation.

The most up-to-date trademark license agreement template is available on Lawrina. Enjoy the stress-free creation of a professional, legally binding document and seamless electronic signing!

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Frequently Asked Questions

Can logo licensing for a trademark usage agreement be oral?

While it is not required to have a trademark license agreement in written form, it is highly recommended. In case of any disputes, it will be next to impossible to determine what was agreed upon if you only had an oral trademark license agreement.

What makes a trademark license enforceable?

A trademark license agreement is a contract between two parties, the licensor and the licensee. As with other contracts, it is enforceable by the law in cases when one party failed to deliver what was agreed upon, and especially if the other party suffered damages resulting from contract breaches. Because of this, it is always recommended to have things written and use a trademark license agreement template.

How do I record a trademark license agreement?

Recording a trademark license agreement is not required in the US. However, because trademarks are often used internationally, it may be wise to record them internationally. You may consider recording a trademark license agreement with the Madrid system.

 

Note that all these answers may vary depending on the state and should be discussed with a legal professional.