A neutral-form trade mark licence under which a Licensor grants a Licensee the right to use specified trade marks for products, goods or services, under the law of England & Wales (the Trade Marks Act 1994).
How to use this template, read this first - Replace every
[SQUARE-BRACKET]field before use. - Quality control is essential. A licensor should control the quality of goods/services sold under its mark, uncontrolled use can damage the brand and, in some cases, render a mark liable to challenge for becoming misleading. Build in brand guidelines and inspection rights. - Recordal. A licence is a registrable transaction; recording it at the UK Intellectual Property Office (UKIPO) under the Trade Marks Act 1994 protects the licensee's position (s 25). An exclusive licensee may also have rights to sue for infringement. - Have a solicitor review before use.
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THIS TRADE MARK LICENCE is made on [DATE]
BETWEEN (1) [LICENSOR NAME] of [ADDRESS] (the "Licensor"); and (2) [LICENSEE NAME] of [ADDRESS] (the "Licensee").
Agreed terms
1. Definitions. "Marks": the trade mark(s) listed in Schedule 1 (with UKIPO registration numbers). "Products": [the goods/services]. "Territory": [e.g. United Kingdom]. "Term": [period].
2. Grant. The Licensor grants the Licensee a [exclusive / non-exclusive / sole] licence to use the Marks in the Territory during the Term, solely on or in relation to the Products, subject to this Agreement.
3. Scope and reservations. The licence is [non-transferable] and [does / does not] permit sub-licensing [with the Licensor's prior written consent]. All goodwill in the Marks arising from the Licensee's use accrues to the Licensor.
4. Quality control. The Licensee will: (a) use the Marks only in the approved form and per the Licensor's brand guidelines; (b) ensure the Products meet the quality standards in Schedule 2; and (c) allow the Licensor to inspect samples and premises on reasonable notice.
5. Royalties. The Licensee will pay the Licensor [a royalty of [__]% of net sales / £[AMOUNT] per [period]], with [quarterly] statements and audit rights.
6. Intellectual property and protection. The Licensee acknowledges the Licensor's ownership of the Marks, will not challenge them, will not register confusingly similar marks, and will notify the Licensor of any infringement it becomes aware of. [State who controls enforcement.]
7. Recordal. The parties will record this licence at the UKIPO. The Licensor will [co-operate as needed].
8. Indemnity and liability. [Allocate responsibility for product liability and third-party IP claims.] Nothing limits liability that cannot lawfully be limited.
9. Term and termination. This Agreement runs for the Term and may be terminated for material breach not remedied within [NUMBER] days, on insolvency, or [on change of control]. On termination the Licensee will immediately stop using the Marks and sell off remaining stock only [as permitted].
10. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have jurisdiction.
Execution
Signed for [LICENSOR]: __________________ Date: [DATE] Signed for [LICENSEE]: __________________ Date: [DATE]
Schedules: 1 (The Marks · 2) Quality standards / brand guidelines
--- This template is a starting point and not legal advice. Quality control and recordal are important to protect the brand and the licence, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.