Co-Branding Agreement Template

In plain language: Identifies the two companies entering the agreement, states the commercial purpose of the co-branding partnership, and defines key terms used throughout.

Common mistake: Describing the partnership purpose too vaguely — phrases like 'mutual marketing activities' without specifying the product, campaign, or channel leave scope disputes open from day one.

In plain language: Each party grants the other a limited, non-exclusive (or exclusive) license to use its trademarks, logos, and brand assets specifically for the co-branded initiative described in the agreement.

Common mistake: Granting a license without attaching a schedule listing the specific marks approved for use. A generic grant covering 'all trademarks' can unintentionally license marks the owner never intended to share.

In plain language: Requires each party to follow the other's brand guidelines — covering logo sizing, color, placement, and prohibited modifications — as a condition of the license.

Common mistake: Referencing brand guidelines 'as provided from time to time' without specifying a process for notifying the other party of updates. A partner can unknowingly violate new standards they were never formally told about.

In plain language: Establishes a written approval process — typically a defined review period — before any co-branded creative, packaging, or advertising may be published or distributed.

Common mistake: Omitting a deemed-approval clause. Without it, a partner who goes silent effectively holds veto power indefinitely, stalling the entire campaign.

In plain language: Grants the licensor the right to audit co-branded products or materials for quality compliance, and requires the licensee to remedy deficiencies within a defined cure period.

Common mistake: Skipping quality control entirely to keep the agreement simple. A trademark license without quality control can constitute a 'naked license,' putting the licensor's trademark registration at risk of cancellation.

In plain language: Defines how revenues from co-branded sales are split, which party bears which costs (production, marketing, distribution), and the reporting and payment schedule.

Common mistake: Defining revenue share without defining 'Net Revenue.' Disputes over which deductions are permissible — returns, chargebacks, fulfillment costs — are the most common financial conflict in co-branding arrangements.

In plain language: Confirms that each party retains sole ownership of its own existing IP and specifies ownership of any new IP (packaging designs, creative assets, co-developed product formulations) created during the collaboration.

Common mistake: Leaving new co-developed IP ownership unaddressed. When the agreement ends, neither party can commercialize jointly owned IP without the other's consent — unless ownership and post-termination rights are explicitly resolved in the contract.

In plain language: States whether either party is restricted from entering similar co-branding arrangements with competitors during the term, and defines the specific competitive category covered.

Common mistake: Agreeing to exclusivity without defining the competitive category precisely. An overly broad definition can prevent either party from pursuing unrelated partnerships that were never the subject of the agreement.

In plain language: Specifies the notice period for termination without cause, grounds for immediate termination for cause, and the wind-down period during which the non-owning party may continue using co-branded materials.

Common mistake: No wind-down period for manufactured inventory. A licensee holding finished co-branded product at termination faces an impossible situation — and the licensor faces the risk of unauthorized brand use — if this is not addressed.

In plain language: Each party agrees to indemnify the other against third-party claims arising from its own breach, negligence, or IP infringement, and caps each party's total liability at a defined amount.

Common mistake: A mutual indemnification clause with no carve-outs for gross negligence or willful misconduct. Without carve-outs, a party that deliberately infringes a third-party mark can still invoke the mutual indemnity, shifting costs to the innocent partner.

A co-branding agreement is a legally binding contract between two companies that governs how each party may use the other's brand, trademarks, and logos in connection with a jointly promoted product, service, or marketing campaign. It defines the scope of the license, quality control obligations, revenue sharing, IP ownership, and termination procedures — protecting both brands and providing a clear operational framework for the partnership.

You need one before any joint initiative where both companies' names or logos will appear together in public-facing materials — product packaging, digital advertising, event signage, or social media campaigns. Even informal partnerships that place both brands on the same landing page create trademark exposure that requires a written agreement. Execute the contract before any creative development begins, not after materials are already live.

A trademark license agreement is a one-way grant — one party licenses its mark to another. A co-branding agreement is mutual: each party licenses certain marks to the other for use in a shared commercial context. Co-branding agreements also typically address revenue sharing, joint creative approval, and co-developed IP — elements that a standard trademark license does not cover.

Exclusivity is negotiated, not required. Many co-branding agreements are non-exclusive, allowing both parties to run separate partnerships with other brands simultaneously. When exclusivity is agreed, it should be narrowly scoped to a specific competitive category, geographic territory, and channel — not a blanket prohibition on all other partnerships. Overly broad exclusivity is one of the most common sources of co-branding disputes.

Without an explicit clause, jointly created content is typically co-owned under copyright law in most jurisdictions — meaning neither party can use, license, or sell it without the other's consent. The agreement should explicitly assign ownership of every co-developed asset or grant each party a perpetual, royalty-free license to use jointly owned materials independently after the partnership ends.

Unless the agreement specifies otherwise, using another party's trademark after termination constitutes infringement. A well-drafted agreement includes a wind-down period — typically 60–90 days — during which the licensee may sell through inventory that was already manufactured before termination, with a reporting obligation to document inventory levels at the termination date.

Yes, if the agreement lacks a quality control clause. Trademark law in the US, Canada, and the UK requires that a licensor maintain control over the quality of goods or services sold under its mark. A license without quality control is classified as a 'naked license,' and courts have held that naked licenses result in abandonment of the trademark — permanently stripping it of legal protection. Always include quality control provisions with inspection rights and a cure period.

For straightforward co-marketing campaigns between businesses of similar size, a well-structured template is often sufficient. Engage a lawyer when the partnership involves significant revenue sharing, jointly developed IP, exclusivity in a core market, or parties in different jurisdictions. The cost of a 2–3 hour attorney review — typically $600–$1,500 — is modest compared to the exposure created by an unaddressed quality control or IP ownership gap.

At minimum: both parties' legal entity names, a defined scope of the initiative, a list of approved trademarks and brand guidelines, a creative approval workflow, quality control provisions with inspection rights, revenue and cost sharing terms, IP ownership of co-developed assets, exclusivity provisions (if any), a termination clause with notice period, a post-termination wind-down period for inventory, and mutual indemnification with a liability cap.