[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-trademark-license-D973":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"TRADEMARK LICENSE This Trademark License (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor is the owner of the [COUNTRY] rights to those trademarks (\"Marks\") listed in Schedule \"A\"; AND WHEREAS the Licensor and the Licensee have entered into an agreement of even date (the \"Asset Purchase Agreement\") pursuant to which the Licensor has sold to the Licensee and the Licensee has purchased from the Licensor all the assets of the Licensor, specifically [SPECIFY] (\"the Assets\") and the Licensee has requested the Licensor to grant to the Licensee a license to use the Marks in connection with the usage and operation of said Assets; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of [AMOUNT] of lawful money of [COUNTRY] and for other good and valuable consideration now paid by each party to the other (the receipt and sufficiency of which is acknowledged), the parties agree as follows: GRANT OF LICENSE Subject to the terms and conditions of this Agreement, the Licensee shall have the right to use and display the Marks in connection with the usage and operation of the Assets, for a term of [NUMBER] years from the date hereof. The license granted herein to use and display the Marks is non-exclusive, is personal to the Licensee and may not be transferred by the Licensee in whole or in part to any other person, other than to an assignee of all or part of the Assets, and in such event not without the prior written consent of the Licensor, which shall not be unreasonably withheld. USE OF THE MARKS The Licensee may use the Marks only in connection with the distribution of wares and services of the Assets. All renderings of the Marks shall be accompanied by a notice indicating the ownership of the Marks by the Licensor, in such form as the Licensor may require from time to time. The Licensee agrees to use and/or operate the Assets utilizing the Marks without any accompanying words or symbols of any nature, unless first approved in writing by the Licensor. None of the Marks (nor any part of the Marks) nor any similar words shall be either included in either the corporate name or in any trade name utilized by either the Licensee or by any corporation, partnership or other entity which may at any time have a direct or indirect interest in the Licensee or in which the Licensee may at any time have a direct or indirect interest. OWNERSHIP OF MARKS Neither this agreement nor the use or operation of the Assets shall confer upon the Licensee any interest in any of the Marks, except the right to use and display the Marks strictly in accordance with the terms of this agreement and the Asset Purchase Agreement. The Licensee agrees not to use any of the Marks in any manner calculated to represent that the Licensee is the owner of any of the Marks. The parties agree that all goodwill arising from the use of any of the Marks by the Licensee shall enure solely to the benefit of and shall belong exclusively to the Licensor. The Licensee agrees that it will not during the term of this Agreement or thereafter dispute or contest, directly or indirectly, the validity or enforceability of any of the Marks nor directly or indirectly attempt to depreciate the value of the goodwill attaching to any of the Marks, nor counsel, procure or assist anyone else to do any of the foregoing. REGISTERED USER From time to time upon request of the Licensor, the Licensee shall sign and deliver to the Licensor a registered user application in form specified by the Licensor, for the purpose of registration of the Licensee as a registered user of the Marks. The Licensee shall reimburse the Licensor upon demand for all costs incurred by the Licensor in connection with the preparation and registration of the registered user application. The Licensee hereby irrevocably appoints [NAME, POSITION] for the time being of the Licensor as the Licensee s true and lawful attorney-in-fact, to execute and deliver on behalf of the Licensee all such documents as may be required from time to time by the Licensor to be executed by the Licensee for the purpose of registration of the Licensee as a registered user of the marks or for amending or deleting any such registration. The Licensee agrees that [NAME] of the Licensor may delegate such authority to such other person, as he, in his absolute discretion, deems appropriate. SIGN The Licensee agrees to prominently display at each location at which it uses or displays any of the Marks a sign in form prescribed by the Licensor from time to time, indicating that the Marks are registered trademarks of the Licensor and that the Licensee is an authorized licensee of the Marks. If the Licensee utilizes any of the Marks on any stationery, invoices, purchase orders or similar documents, such material shall plainly indicate that the Licensee is a licensee of the Marks. Prior to any use by the Licensee of any additional or substitute trademark of the Licensor, the Licensee shall, at its own expense, amend such sign and materials to explicitly refer to each additional or substitute trademark. Immediately upon termination of the Licensee's right to use the Marks the Licensee shall remove and destroy all such signs, and shall deliver to the Licensor or, at the Licensor's option, shall destroy all such material, and shall within [NUMBER] days after such termination deliver to the Licensor a statutory declaration of the Secretary of the Licensee stating that the Licensee has destroyed all such signs and has returned or destroyed all such material. 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DEFINITIONS 2.1 Intellectual Property: The intellectual property licensed under this Agreement, including but not limited to patents, copyrights, trademarks, trade secrets, and any related rights. GRANT OF LICENSE 3.1 The Licensor grants the Licensee a [Non-Exclusive/Exclusive] license to use the intellectual property, as described in Exhibit A attached hereto. 3.2 The Licensee is permitted to use the intellectual property for the purpose outlined in Exhibit A, and for the duration of this Agreement. LICENSE FEE 4.1 In consideration for the license granted herein, the Licensee shall pay the Licensor a license fee as specified in Exhibit A. 4","Intellectual Property License Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-license-agreement-D13718.png","https://templates.business-in-a-box.com/imgs/250px/13718.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13718.xml",{"title":94,"description":6},"intellectual property license agreement",[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":99,"url":100},"License Agreements","license-agreement","/template/intellectual-property-license-agreement-D13718",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":89,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":114},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":110,"description":6},"software license agreement",[112,113],{"label":17,"url":97},{"label":99,"url":100},"/template/software-license-agreement-D12928",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":89,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":129},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":123,"description":6},"non disclosure agreement nda",[125,126],{"label":17,"url":97},{"label":127,"url":128},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":89,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":144,"url":145},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] NOTICE TO CEASE AND DESIST Dear [Contact name], This letter is served upon you due to ______________________________________________ (\"the Activity\"). These claims are further explained in detail and supported by the attached exhibits and affidavits. If you do not cease the aforementioned Activity, a lawsuit will be launched against you. ","Cease and Desist Letter","1","https://templates.business-in-a-box.com/imgs/1000px/cease-and-desist-letter-D12916.png","https://templates.business-in-a-box.com/imgs/250px/12916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12916.xml",{"title":138,"description":6},"cease and desist letter",[140,141],{"label":17,"url":97},{"label":142,"url":143},"Litigation & Settlement","litigation-settlement","cease desist letter","/template/cease-and-desist-letter-D12916",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":150,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":155,"keywords":159,"url":160},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[156],{"label":157,"url":158},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":162,"descriptionCustom":6,"label":163,"pages":149,"size":89,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":172},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":168,"description":6},"service agreement",[170,171],{"label":17,"url":97},{"label":17,"url":97},"/template/service-agreement-D12711",false,{"seo":175,"reviewer":187,"legal_disclaimer":191,"quick_facts":192,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":287,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":434,"comparisons":459,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":518,"classification":519},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"Trademark License Template (Free Word)","Free trademark license template to grant controlled use of your brand, logo, or mark to another party. Used in 190+ countries. Free Word and PDF download.","trademark license template",[180,181,182,183,184,185,186],"trademark licensing agreement","trademark license agreement free","brand license agreement template","trademark license word template","trademark license agreement download","intellectual property license template","trademark sublicense agreement",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":193,"legal_review_recommended":191,"signature_required":191,"notarization_required":173},"advanced",{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Trademark License is a legally binding agreement in which a trademark owner (the licensor) grants another party (the licensee) the right to use a registered or common-law trademark — a brand name, logo, or slogan — under defined conditions. This free Word download is editable online and exportable as PDF, covering scope of use, territory, royalties, quality control, and termination in a single document.\n","Use it whenever you permit a third party to use your brand mark on their products, services, or marketing — whether for a franchise arrangement, co-branded promotion, distributor relationship, or licensing revenue stream. It is equally necessary when you are the licensee formalizing permission to use another company's mark.\n","Grant of license and permitted use, territory and exclusivity terms, royalty structure and payment schedule, quality control and approval rights, representations and warranties, indemnification, term and termination, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Brand owners and trademark holders","Granting controlled use of a registered mark to distributors or partners","persona-brand-owner",{"title":204,"use_case":205,"icon_asset_id":206},"Franchise operators","Formalizing brand usage rights for franchisees under a standard form","persona-franchise-applicant",{"title":208,"use_case":209,"icon_asset_id":210},"Startup founders","Licensing a well-known brand to accelerate market entry without building one","persona-startup-founder",{"title":212,"use_case":213,"icon_asset_id":214},"Product manufacturers","Obtaining the right to apply a licensed brand to physical goods for retail","persona-manufacturer",{"title":216,"use_case":217,"icon_asset_id":218},"Retailers and distributors","Securing written permission to sell branded goods under the owner's mark","persona-retailer",{"title":220,"use_case":221,"icon_asset_id":222},"IP attorneys and in-house counsel","Standardizing trademark licensing terms across a portfolio of brand assets","persona-legal-counsel",[224,228,232,236,240,244,247],{"situation":225,"recommended_template":226,"slug":227},"Granting exclusive rights in a single territory to one licensee","Exclusive Trademark License Agreement","trademark-license-agreement-D5230",{"situation":229,"recommended_template":230,"slug":231},"Allowing multiple licensees to use the same mark simultaneously","Non-Exclusive Trademark License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":233,"recommended_template":234,"slug":235},"Permitting the licensee to sublicense the mark to third parties","Trademark License with Sublicense Rights","trademark-license-D973",{"situation":237,"recommended_template":238,"slug":239},"Short-term promotional or co-branded campaign use","Co-Branding Agreement","co-branding-agreement-D746",{"situation":241,"recommended_template":242,"slug":243},"Licensing brand as part of a full franchise system","Franchise Agreement","franchise-agreement-D879",{"situation":245,"recommended_template":87,"slug":246},"Licensing both a trademark and related technology or know-how","intellectual-property-license-agreement-D13718",{"situation":248,"recommended_template":104,"slug":249},"Licensing a trademark in connection with a software product","software-license-agreement-D12928",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Licensor","The trademark owner who grants permission to another party to use the mark under defined conditions.",{"term":255,"definition":256},"Licensee","The party who receives the right to use the trademark as defined by the license agreement.",{"term":258,"definition":259},"Licensed Mark","The specific trademark — name, logo, slogan, or other identifier — that is the subject of the license grant.",{"term":261,"definition":262},"Exclusive License","A grant that prevents the licensor from licensing the same mark to any other party within the agreed scope or territory.",{"term":264,"definition":265},"Non-Exclusive License","A grant that allows the licensor to simultaneously license the same mark to other parties.",{"term":267,"definition":268},"Royalty","A periodic payment made by the licensee to the licensor, typically calculated as a percentage of net sales or a fixed fee per unit sold.",{"term":270,"definition":271},"Quality Control Clause","A provision requiring the licensor to maintain oversight of how the licensee uses the mark, essential for preventing trademark abandonment through a 'naked license.'",{"term":273,"definition":274},"Naked License","A trademark license that lacks any quality control provisions — courts have held that naked licenses can result in the licensor losing trademark rights entirely.",{"term":276,"definition":277},"Sublicense","Permission granted by a licensee to a third party to use the mark, which requires express authorization from the original licensor in the license agreement.",{"term":279,"definition":280},"Goodwill","The commercial reputation and consumer recognition associated with a trademark, which accrues to the licensor even when the mark is used by a licensee.",{"term":282,"definition":283},"Territory","The geographic area — country, region, or worldwide — within which the licensee is permitted to use the mark.",{"term":285,"definition":286},"Inurement","The legal principle that all goodwill generated by the licensee's use of the mark inures to the benefit of the licensor, not the licensee.",[288,293,297,302,307,312,317,322,327,332],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Grant of license","States whether the license is exclusive or non-exclusive, identifies the mark being licensed, and defines the permitted field of use — the specific products, services, or channels covered.","Licensor hereby grants to Licensee a [exclusive / non-exclusive], non-transferable license to use the Licensed Mark solely in connection with [DESCRIPTION OF GOODS/SERVICES] in the Territory during the Term.","Failing to specify the field of use. A grant that says only 'use of the mark' without limiting it to specific products or channels can be interpreted to cover categories the licensor never intended.",{"name":282,"plain_english":294,"sample_language":295,"common_mistake":296},"Defines the geographic boundaries within which the licensee may use the mark. This can be a single country, a list of countries, a region, or worldwide.","The license granted herein is limited to the following territory: [COUNTRY / REGION / WORLDWIDE] ('Territory'). Any use of the Licensed Mark outside the Territory is expressly prohibited without prior written consent.","Leaving territory undefined or writing 'worldwide' without assessing whether existing licenses in other markets create conflicts with third-party rights.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Term and renewal","Sets the start and end date of the license, and specifies whether it renews automatically, requires notice to renew, or expires without renewal.","This Agreement shall commence on [START DATE] and continue for an initial term of [X] years ('Initial Term'), unless earlier terminated. This Agreement shall [automatically renew / expire] unless either party provides [X] days' written notice of non-renewal prior to the end of the then-current term.","Auto-renewal without a notice period. Licensors have inadvertently locked themselves into multi-year renewals they could not exit because the notice window passed unnoticed.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Royalties and payment terms","Specifies how much the licensee pays, the calculation basis (percentage of net sales, fixed fee per unit, or flat annual fee), payment frequency, and audit rights.","Licensee shall pay Licensor a royalty of [X]% of Net Sales of Licensed Products during each calendar quarter, due within [30] days of quarter-end, accompanied by a royalty statement. Licensor may audit Licensee's records upon [30] days' written notice, no more than once per calendar year.","Omitting the definition of 'Net Sales.' Disputes over what deductions (returns, taxes, shipping) are permitted when calculating the royalty base are among the most common trademark license disputes.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Quality control and approval","Requires the licensee to meet defined quality standards, submit samples or proofs for licensor approval before first use and at intervals, and comply with brand guidelines.","Licensee shall submit representative samples of all products, packaging, and marketing materials bearing the Licensed Mark to Licensor for approval before commercial use. Licensor shall have [15] business days to approve or reject each submission. Licensee shall not use the mark in a manner that, in Licensor's reasonable judgment, diminishes the goodwill associated with the mark.","Including a quality control clause in name only — without audit rights, sample review requirements, or consequences for non-compliance. Courts have found that nominal oversight without genuine control still constitutes a naked license.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Ownership and goodwill","Confirms that the licensor retains all ownership of the mark and that all goodwill generated by the licensee's use inures to the licensor. Prevents the licensee from claiming any ownership interest.","Licensee acknowledges that Licensor owns all right, title, and interest in and to the Licensed Mark. All use of the Licensed Mark by Licensee, and all goodwill arising from such use, shall inure solely to the benefit of Licensor. Licensee shall not contest or challenge Licensor's ownership of the Licensed Mark.","No goodwill inurement clause. Without it, a licensee who has been using a mark for years could theoretically argue it has acquired independent rights — particularly in jurisdictions that recognize use-based trademark rights.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Representations and warranties","States what each party promises to be true — the licensor warrants it owns the mark and has authority to license it; the licensee warrants it will use the mark only as permitted.","Licensor represents and warrants that: (a) it is the owner of the Licensed Mark; (b) it has the full right and authority to grant the license herein; and (c) to its knowledge, the Licensed Mark does not infringe any third-party rights. Licensee represents and warrants that it will use the Licensed Mark solely in accordance with this Agreement and Licensor's brand guidelines.","Licensor warranting 'non-infringement' absolutely rather than 'to licensor's knowledge.' An absolute IP warranty exposes the licensor to liability if an unknown prior mark surfaces after execution.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Indemnification","Allocates liability between the parties — typically the licensor indemnifies against third-party claims arising from the mark itself, and the licensee indemnifies against claims arising from its use of the mark.","Licensor shall indemnify Licensee against third-party claims arising from Licensor's ownership or registration of the Licensed Mark. Licensee shall indemnify Licensor against all claims, losses, and expenses arising from Licensee's use of the Licensed Mark, including any unauthorized use or use that departs from the approved brand guidelines.","One-sided indemnification that places all risk on the licensee. A balanced structure protects both parties and is more likely to hold up when challenged in disputes.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Termination and post-termination obligations","Defines the events that allow either party to terminate — breach, insolvency, challenge to the mark — and what the licensee must do after termination: cease use, destroy materials, and confirm compliance.","Either party may terminate this Agreement upon [30] days' written notice if the other party materially breaches and fails to cure within the notice period. Upon termination, Licensee shall immediately cease all use of the Licensed Mark, destroy or return all materials bearing the mark, and certify destruction in writing within [15] days.","No cure period for breach. Immediate termination rights on first breach — without giving the breaching party a chance to remedy — can be disproportionate and, in some jurisdictions, unenforceable.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — litigation, arbitration, or mediation first.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising hereunder shall be submitted to binding arbitration administered by [AAA / ICC / LCIA] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to either party's location or the mark's registration jurisdiction. Some trademark-specific protections are jurisdiction-dependent and choosing an unrelated governing law can create gaps.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify the parties and the licensed mark precisely","Enter the licensor's and licensee's full legal entity names, jurisdictions of formation, and registered addresses. Identify the mark by its exact form — the word mark, logo, or both — and include registration number(s) if registered.","Attaching a Schedule A with a visual reproduction of each mark eliminates ambiguity about what is and is not covered by the license.",{"step":344,"title":345,"description":346,"tip":347},2,"Define the scope: field of use and territory","Specify exactly which product categories, service lines, or distribution channels are covered. Set the geographic territory — list countries explicitly rather than using broad terms like 'the Americas' that can be disputed.","Narrow the field of use to what the licensee actually needs today. Expanding scope later via amendment is straightforward; retracting an overly broad grant is not.",{"step":349,"title":350,"description":351,"tip":352},3,"Choose exclusivity and document the business rationale","Decide whether the license is exclusive or non-exclusive. If exclusive, confirm no conflicting licenses already exist in that territory. Document the business rationale in your files — this supports enforcement and valuation later.","An exclusive license typically commands a higher royalty or upfront fee. If you are granting exclusivity, ensure the licensee has minimum performance obligations (minimum annual royalties) to keep the exclusivity.",{"step":354,"title":355,"description":356,"tip":357},4,"Set the royalty structure and define net sales","Enter the royalty rate or fee, payment frequency, and the definition of 'Net Sales' including permitted deductions. Add minimum royalty commitments if granting exclusivity, and specify the audit rights and record-keeping obligations.","A quarterly payment cycle with a 30-day payment window is standard. Annual payments increase your collection risk if the relationship deteriorates late in the year.",{"step":359,"title":360,"description":361,"tip":362},5,"Draft quality control procedures with real substance","Define the quality standards the licensee must meet, the sample submission and approval process, and the consequences of non-compliance. Reference any brand guidelines as an exhibit.","A quality control clause with no enforcement mechanism is legally equivalent to a naked license. At minimum, include an annual review right and the ability to terminate if standards fall below an objectively defined threshold.",{"step":364,"title":365,"description":366,"tip":367},6,"Address sublicensing, assignment, and change of control","State explicitly whether the licensee may sublicense or assign the agreement. Include a change-of-control provision terminating or requiring consent for the license if the licensee is acquired.","Most licensors prohibit sublicensing without prior written consent. A change-of-control clause prevents your mark from ending up under the control of a competitor through an acquisition.",{"step":369,"title":370,"description":371,"tip":372},7,"Set term, renewal, and termination triggers","Enter start and end dates, renewal mechanics, and the full list of termination triggers — breach, insolvency, challenge to the mark's validity, and cessation of business. Include a post-termination wind-down period for selling through existing inventory.","A 90-day sell-off period for existing licensed inventory is standard and prevents the licensee from suffering a windfall loss from immediate cessation.",{"step":374,"title":375,"description":376,"tip":377},8,"Execute before the licensee makes any use of the mark","Both parties must sign before the licensee begins using the mark. Retroactive licenses create gaps in quality control coverage and may compromise the mark's enforceability during the uncovered period.","Use dated signature blocks and consider countersigning in a single session — email exchanges with unsigned drafts can create confusion about which version governs.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Granting a naked license with no genuine quality control","US courts have held that trademark owners who license without meaningful quality oversight can lose their trademark rights entirely — the mark is deemed abandoned because the owner no longer controls the nature of the goods it identifies.","Include a substantive quality control clause with sample approval rights, brand guideline compliance, and an audit mechanism. Document your actual exercise of those rights throughout the relationship.",{"mistake":384,"why_it_matters":385,"fix":386},"Failing to define 'Net Sales' before setting the royalty rate","Without a precise definition specifying which deductions are permitted — returns, discounts, shipping, taxes — licensees and licensors routinely reach opposite calculations, creating disputes that can unwind the entire agreement.","Define Net Sales explicitly in the definitions section, listing every permitted deduction individually. Standard exclusions are actual returns, trade discounts, and sales taxes collected on behalf of a government authority.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting minimum royalty or performance obligations in exclusive licenses","An exclusive licensee with no minimum obligations can sit on the mark, block competitors from using it, and pay nothing — effectively shelving the brand at no cost while the licensor loses revenue from other potential licensees.","Tie exclusivity to annual minimum royalties or sales thresholds. If the licensee fails to meet the minimum, the license either converts to non-exclusive or terminates.",{"mistake":392,"why_it_matters":393,"fix":394},"No change-of-control provision","Without one, a licensee can be acquired by a direct competitor, and the license — and your brand — travels with the acquisition by operation of law.","Include a clause stating that any change of control of the licensee constitutes an assignment requiring the licensor's prior written consent, which may be withheld in the licensor's sole discretion.",{"mistake":396,"why_it_matters":397,"fix":398},"Choosing a governing law with no nexus to the parties or the mark","Trademark law is territorial and registration-based. A governing law clause selecting an unrelated jurisdiction can leave the licensor without the trademark-specific remedies — seizure orders, border measures, statutory damages — available under the mark's registration jurisdiction.","Choose the law of the jurisdiction where the mark is registered, or where the majority of the licensed activity will occur. For international licenses, consider a neutral arbitration seat with trademark-experienced arbitrators.",{"mistake":400,"why_it_matters":401,"fix":402},"No post-termination obligations for the licensee","Without a clear wind-down obligation, a terminated licensee may continue selling branded inventory, maintain a branded website, or retain branded packaging — all of which can constitute infringement and create consumer confusion.","Include explicit post-termination obligations: immediate cessation of use, destruction or return of branded materials within a defined period, and a written certification of compliance.",[404,407,410,413,416,419,422,425,428,431],{"question":405,"answer":406},"What is a trademark license?","A trademark license is a legal agreement in which a trademark owner (the licensor) grants another party (the licensee) the right to use a brand name, logo, or other registered mark under defined conditions. The licensor retains ownership of the mark and all goodwill generated by the licensee's use. A well-drafted trademark license sets out the scope of permitted use, territory, royalties, quality standards, and what happens at termination.\n",{"question":408,"answer":409},"What is the difference between an exclusive and a non-exclusive trademark license?","An exclusive license grants the licensee sole rights to use the mark within a defined scope or territory — the licensor cannot license the same mark to anyone else in that space. A non-exclusive license allows the licensor to grant the same rights to multiple licensees simultaneously. Exclusive licenses typically command higher royalties or upfront fees and should include minimum performance obligations to prevent the licensee from shelving the brand without using it.\n",{"question":411,"answer":412},"Why is a quality control clause required in a trademark license?","Trademark law requires owners to control the nature and quality of goods or services sold under their mark. A license that grants use without any quality oversight is called a 'naked license' and courts in the United States and other jurisdictions have held that naked licenses can result in the trademark owner losing their rights entirely. A quality control clause — with sample approvals, brand guidelines, and audit rights — is not optional; it is what keeps the mark legally valid.\n",{"question":414,"answer":415},"Does a trademark license need to be registered?","In the United States, recording a trademark license with the USPTO is not required for the license to be valid between the parties, but it provides constructive notice to third parties. In several other jurisdictions — including parts of the EU and many countries in Latin America and Asia — recording the license with the national trademark office is required for the licensee's use to count as use by the owner for renewal purposes. Always check local requirements before relying solely on the signed agreement.\n",{"question":417,"answer":418},"Can a trademark licensee sublicense the mark to others?","Only if the license agreement expressly permits sublicensing. By default, trademark licenses are personal to the licensee and cannot be sublicensed or assigned without the licensor's written consent. If sublicensing is permitted, the agreement should require that any sublicense contains quality control obligations at least as stringent as those in the master license, and that the licensor is named as a third-party beneficiary of those obligations.\n",{"question":420,"answer":421},"What royalty rate is standard for a trademark license?","Rates vary widely by industry and mark strength. Consumer goods licenses for recognizable brands typically range from 3–8% of net sales. Fashion and luxury brand licenses commonly run 10–15%. Character and entertainment licenses can reach 15–20%. Factors affecting the rate include the mark's commercial recognition, the exclusivity of the grant, the licensee's distribution volume, and the level of marketing support the licensor provides. A fixed annual fee or per-unit fee is common for simpler arrangements.\n",{"question":423,"answer":424},"What happens to the trademark if the licensee goes bankrupt?","Trademark licenses are generally treated as executory contracts in bankruptcy. In the United States, a bankrupt licensee's trustee may assume or reject the license. If rejected, the licensor typically regains full control of the mark. However, the licensor's ability to terminate and recover the mark quickly depends on the contract having a clear insolvency-triggered termination clause and on the applicable bankruptcy court's interpretation. A well-drafted agreement addresses this explicitly.\n",{"question":426,"answer":427},"How is a trademark license different from a trademark assignment?","An assignment transfers ownership of the mark permanently from the original owner to the buyer — the assignor retains no rights. A license grants temporary permission to use the mark while the licensor retains ownership. Assignments are typically one-time transactions recorded with the trademark office; licenses are ongoing relationships with royalty payments, quality controls, and expiration dates. If your intent is to monetize the mark while keeping it, use a license. If you are selling the mark outright, use an assignment.\n",{"question":429,"answer":430},"Do I need a lawyer to draft a trademark license?","For straightforward domestic licenses with a known partner, a high-quality template reviewed by your legal counsel is generally adequate. Engage a trademark attorney for international licenses in jurisdictions with recording requirements, exclusive licenses with material royalty streams, licenses involving famous or high-value marks, or any situation where the licensee could challenge the mark's validity. The cost of a template review is typically $500–$1,500 and is warranted for any license generating more than $10,000 per year in royalties.\n",{"question":432,"answer":433},"What is a co-existence agreement, and how does it differ from a trademark license?","A co-existence agreement is made between two parties who each own similar marks in different markets or categories, agreeing not to challenge each other's rights within their respective territories or fields. A trademark license, by contrast, involves a single owner granting use rights to another party. Co-existence agreements delineate boundaries between competing owners; trademark licenses establish a controlled use relationship between an owner and a non-owner.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Consumer Goods and Retail","industry-retail","Licensed brand applied to physical products requires detailed approval of packaging, labeling, and point-of-sale materials before distribution.",{"industry":440,"icon_asset_id":441,"specifics":442},"Franchise and Hospitality","industry-franchise","Trademark license is typically one component of a broader franchise agreement, requiring alignment between the brand license and the operations manual obligations.",{"industry":444,"icon_asset_id":445,"specifics":446},"Technology and SaaS","industry-saas","Co-branding and OEM arrangements involve licensing marks for use in software interfaces, app stores, and partner marketing — quality control must extend to digital brand usage guidelines.",{"industry":448,"icon_asset_id":449,"specifics":450},"Entertainment and Media","industry-media","Character marks and entertainment IP licenses carry high royalty rates (10–20%), strict approval chains for every product category, and short terms tied to content release windows.",{"industry":452,"icon_asset_id":453,"specifics":454},"Manufacturing","industry-manufacturing","Brand owners license marks to contract manufacturers who apply the mark to finished goods, requiring quality audits of production facilities and strict labeling controls.",{"industry":456,"icon_asset_id":457,"specifics":458},"Professional Services","industry-professional-services","Licensing a professional certification or association mark requires compliance with membership standards and ongoing credential verification as a condition of continued use.",[460,464,467,470],{"vs":461,"vs_template_id":462,"summary":463},"Trademark Assignment","D{TRADEMARK_ASSIGNMENT_ID}","A trademark assignment permanently transfers full ownership of the mark to the buyer — the seller has no further rights or royalty stream. A trademark license grants temporary, controlled use while the licensor retains ownership and ongoing royalties. Use an assignment when you are selling the mark outright; use a license when you want to monetize it while keeping ownership.",{"vs":87,"vs_template_id":465,"summary":466},"intellectual-property-license-agreement-D12783","An IP license agreement covers a broader bundle of intellectual property — patents, trade secrets, copyrights, and trademarks together. A trademark license focuses exclusively on brand marks. If the commercial relationship involves both a brand and underlying technology or know-how, an IP license agreement or a combined license with separate schedules per IP type is more appropriate.",{"vs":242,"vs_template_id":468,"summary":469},"D{FRANCHISE_AGREEMENT_ID}","A franchise agreement grants the right to operate a complete business system — including the trademark, business model, operations manual, and support obligations — under a franchisor's brand. A trademark license grants only the right to use the mark itself. Franchises are heavily regulated in many jurisdictions and require disclosure documents; trademark licenses generally are not.",{"vs":238,"vs_template_id":471,"summary":472},"D{CO_BRANDING_AGREEMENT_ID}","A co-branding agreement covers a promotional or product partnership between two independent brand owners, where both marks appear together temporarily. A trademark license is a longer-term arrangement granting one party ongoing rights to use the other's mark. Co-branding agreements typically do not involve royalties or quality control obligations as extensive as a trademark license.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Non-exclusive domestic licenses with known partners, low royalty values, and straightforward brand guidelines","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Exclusive licenses, royalty streams above $10,000 per year, or licensees operating in multiple countries","$500–$1,500","3–5 business days",{"best_for":483,"cost":484,"time":485},"High-value marks, international licenses with local recording requirements, franchise-adjacent arrangements, or licensees in regulated industries","$2,000–$8,000+","2–4 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","US trademark rights are use-based and registration is not required for a license to be valid between the parties. However, the quality control doctrine is strictly applied — courts have invalidated marks for naked licensing. Recording the license with the USPTO is optional but provides constructive notice. Non-compete and exclusivity terms in trademark licenses are generally enforceable when reasonable in scope.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Under the Canadian Trademarks Act, a licensee's use of a mark accrues to the owner's benefit only if the owner has direct or indirect control of the character or quality of the goods or services. Recording the license with CIPO is not mandatory but is recommended for the owner's use claims to be uncontested. Quebec licensees may require French-language contract versions under the Charter of the French Language.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","The UK Trade Marks Act 1994 recognizes registered and unregistered licenses. A registered licensee can record the license at the UK IPO, which gives third-party notice and allows the licensee to bring infringement proceedings in some circumstances. Quality control obligations are not codified as strictly as in the US but remain important for maintaining distinctiveness. Post-Brexit, EU trademark registrations no longer cover the UK.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","EU trademark licenses can be recorded in the EUIPO register and with national trademark offices in member states. Recording is not required for validity but is recommended for the licensee to invoke rights against third-party infringers. GDPR considerations apply if the quality control process involves transferring personal data between licensor and licensee. National laws on sublicensing and assignment vary by member state.",[246,249,508,509,510,511,512,513,514,515,516,517],"non-disclosure-agreement-nda-D12692","cease-and-desist-letter-D12916","independent-contractor-agreement-D160","service-agreement-D12711","letter-of-intent_acquisition-of-business-D5197","mutual-non-disclosure-agreement-D955","asset-transfer-and-sale-agreement-brand-D861","distribution-agreement-D12544","joint-venture-agreement-D889","master-service-agreement-D12657",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":97,"secondary_folder":520,"document_type":521,"industry":522,"business_stage":523,"tags":524,"confidence":528},"intellectual-property-and-licensing","agreement","general","all-stages",[525,521,526,527],"intellectual-property","trademark-license","licensing",0.95,"\u003Ch2>What is a Trademark License?\u003C/h2>\n\u003Cp>A \u003Cstrong>Trademark License\u003C/strong> is a legally binding agreement in which a \u003Cstrong>trademark owner\u003C/strong> (the licensor) grants another party (the licensee) permission to use a registered or common-law trademark — a brand name, logo, slogan, or other identifier — within a defined scope, territory, and time period. Unlike a trademark assignment, the licensor retains full ownership of the mark and all goodwill it generates; the licensee receives only the right to use it under the conditions set out in the agreement. Trademark licenses underpin franchise systems, brand extensions, retail distribution deals, co-manufacturing arrangements, and co-branded promotions across virtually every industry.\u003C/p>\n\u003Cp>The quality control obligation is the element that separates a valid trademark license from a legally dangerous one. Courts in the United States and other common-law jurisdictions have held that a licensor who grants use of a mark without genuinely controlling the quality of the associated goods or services issues what is called a "naked license" — and has, in several landmark cases, lost trademark rights entirely as a result. A properly drafted trademark license is therefore both a commercial arrangement and a legal housekeeping tool that keeps the underlying mark enforceable.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Permitting another party to use your brand without a written trademark license exposes you to three concrete risks simultaneously. First, your trademark can be weakened or invalidated: uncontrolled third-party use is the legal definition of a naked license, and a court finding of naked licensing can strip you of the mark permanently — wiping out the brand equity you built. Second, you lose the ability to control how your brand appears in the market: without an approval process and quality standards in writing, a licensee's substandard products or inconsistent branding can damage consumer perception with no contractual remedy available. Third, you forgo the royalty and audit protections that define your revenue stream: without a documented royalty formula and audit rights, collecting what you are owed and verifying the numbers becomes a dispute rather than a routine process.\u003C/p>\n\u003Cp>For licensees, operating without a signed agreement creates equally concrete exposure — every use of another party's mark without documented permission is potential infringement, and verbal arrangements evaporate precisely when the relationship deteriorates. This template gives both parties a clear, enforceable starting point: defined scope, royalties, quality controls, and exit terms, ready in Word format and exportable as PDF for signature before the first branded product ships or the first co-branded campaign goes live.\u003C/p>\n",1781186041697]