Trade Mark Licence

Unlock the potential of your trademark with the Trade Mark Licence Template. This versatile and adaptable document sets out the terms and conditions for the licensing of your valuable intellectual property. Whether you are a brand owner seeking to monetise your trademark or a licensee looking to gain access to a recognised brand, this template provides the necessary framework for a mutually beneficial arrangement, safeguarding the rights and obligations of both parties involved.

It is important to note that this document is a template and should be customised to fit the specific needs and circumstances of the parties- for more information please read our Templates Guide.

1. Definitions and Interpretation: Provides definitions for key terms such as "Associate," "Business Day," "Confidential Information," "Control," "Licensed Products," "Territory," and "Trade Marks," along with rules for interpreting the agreement.
2. Licence Grant: Licensor grants the Licensee rights to use the trade marks for specified activities (e.g., manufacturing) within a defined territory, subject to conditions like exclusivity, sublicensing, and display requirements.
3. Royalties and Accounting: Licensee must pay royalties (e.g., a percentage of Net Sale Price) and provide regular sales statements to the Licensor.
4. Quality Control: Licensee must adhere to technical specifications, submit product samples for approval, and comply with packaging requirements.
5. Records, Audit, and Inspection: Licensee must maintain records, provide annual auditor certificates, and allow Licensor to inspect records and manufacturing facilities.
6. Infringement of Trade Marks: Licensee must notify Licensor of any infringement, and Licensor has the exclusive right to take legal action.
7. Infringement of Third-Party Rights: Parties must cooperate in addressing claims of third-party infringement, with indemnities applying to relevant losses.
8. Licensor’s Warranties and Obligations: Licensor warrants ownership of the trade marks, provides technical information, and ensures quality control among other licensees.
9. Licensee’s Warranties and Obligations: Licensee must protect the validity of the trade marks, comply with laws, and promote the licensed products responsibly.
10. Indemnities: Both parties indemnify each other for losses arising from breaches, infringement claims, or other specified liabilities.
11. Registration of Licence: Parties cooperate to record or cancel the Licensee’s registration as a licensee of the trade marks.
12. Confidential Information: Parties agree to protect and limit the use of each other’s confidential information during and after the agreement term.
13. Termination: Specifies grounds for termination, including breach, insolvency, or cessation of business, and outlines post-termination obligations.
14. Dispute Resolution: Encourages resolution through senior representatives and mediation before formal legal proceedings.
15. Costs and Expenses: Each party bears its own costs related to the agreement.
16. Survival: Certain provisions survive termination of the agreement.
17. Entire Agreement: Supersedes prior agreements and limits remedies to those explicitly stated in the licence.
18. Notices: Details how notices should be delivered and deemed received.
19. Announcements: Requires prior written consent for public disclosures about the agreement.
20. Force Majeure: Excuses liability for delays or failures caused by events beyond a party’s control.
21. Further Assurance: Parties must execute necessary acts or documents to give full effect to the agreement.
22. Variation: Changes to the agreement must be in writing and signed by both parties.
23. Set Off: Payments must be made without deductions or counterclaims unless required by law.
24. No Partnership or Agency: Clarifies that the agreement does not create a partnership or agency relationship.
25. Severance: Invalid provisions do not affect the validity of the rest of the agreement.
26. Waiver: Failure to exercise rights does not constitute a waiver of those rights.
27. Third-Party Rights: Only parties to the agreement can enforce its provisions.
28. Governing Law: Agreement is governed by the laws of England and Wales.
29. Jurisdiction: Disputes are subject to the courts of England and Wales.
30. Counterparts: Agreement can be signed in multiple counterparts, including electronically.
31. Schedule: Includes details of trade marks, licensed products, third-party licences, packaging requirements, and technical information. 

This template is supplied subject to our Terms of Sale 

Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

All templates and other documents downloaded from this website are subject to our Terms of Sale. 

Any enquiries about this document can be directed to info@contracts-direct.com.

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