[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-trademark-license-agreement-D5230":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":526},{"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] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS pursuant to an asset purchase agreement dated on [SPECIFY] between Licensor and Licensee (the \"Asset Purchase Agreement\"), Licensor sold to Licensee substantially all of the property and assets (subject to the exceptions stated therein) of its [SPECIFY] business (the \"Purchased Business\") excluding, among other things, the Trade Marks (as hereinafter defined); AND WHEREAS as a condition to the completion of the purchase and sale contemplated by the Asset Purchase Agreement, the Licensor agreed to grant to the Licensee a license to use the trade marks set forth in Schedule [SPECIFY] attached hereto (the \"Trade Marks\") with respect to the wares and services set forth in such Schedule [SPECIFY]. NOW, THEREFORE, the parties hereto agree as follows: PREAMBLE The preamble shall form part hereof as if herein recited at length. GRANT OF LICENSE Subject to the terms and conditions set out herein, Licensor hereby grants to Licensee the exclusive royalty free, right and license, with the right to have others licensed in conformity with the provisions of this agreement (the \"Trade Mark License\"), to use the Trade Marks and works in which copyright subsists as set forth in Article [NUMBER] of this agreement, in [COUNTRY] (the \"Territory\"), only on and in connection with the sale and distribution of the wares and services set forth in Schedule [SPECIFY] hereto, and, if the Licensor obtains an amendment to the registration of the Trade Marks (which it will apply for at the request and expense of the Licensee), the additional wares and services set forth in Schedule [SPECIFY] hereto if such additional wares and services are offered for sale in the ordinary course of business in substantially all of the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business and such other wares and services which are offered for sale in the ordinary course of business in substantially all the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business as may be mutually agreed upon (acting reasonably) by Licensor and Licensee from time to time (herein collectively referred to as \"Designated Products and Services\"). Licensee agrees that it shall not use any Trade Mark in connection with a ware or service which is not one of the Designated Products and Services nor shall it use any Trade Mark outside of the Territory. Furthermore, Licensee shall not have the right to use any of the Trade Marks (i) in its corporate name, or (ii) other than pursuant to the terms and conditions of this Agreement. However, the Licensee may use the Trade Marks in public signage for the Licensee's [SPECIFY] outlets from which a significant variety of Designated Products and Services are offered for sale and, with the prior written consent of the Licensor (which consent cannot be unreasonably withheld) and upon satisfaction of such conditions as to the protection of the distinctiveness and goodwill of the Trade Marks as the Licensor may reasonably impose, may use the Trade Marks in association with other words or expressions in association with Designated Products and Services. It is understood and agreed that the Trade Mark License is limited strictly to the rights granted hereunder and that all other rights in the Trade Marks in connection with the present and future businesses of Licensor and its affiliates throughout the world are reserved to Licensor and its affiliates. Licensee shall have the right to assign the Trade Mark License in connection with any sale by the Licensee of all or substantially all of the Purchased Business or have further licenses granted to purchasers of all or substantially all of the Purchased Business in [SPECIFY] or to franchisees of the Licensee with or without royalties or other consideration being payable to Licensee, without the consent of Licensor and without any right on the part of Licensor to receive the whole or any part of any such other royalties or other consideration; provided, however, that Licensee shall promptly inform Licensor in writing of the identity and business address of any additional licensee or assignee and provided further that as a condition of such assignment or sublicense such additional licensee or assignee will be required to enter into a trade mark license agreement with Licensor more particularly described below. No assignment shall operate to release Licensee from its obligations hereunder. The assignment by Licensee of this Trade Mark License shall take place only upon the assignee and the Licensor entering into a trade mark license agreement substantially the same as this Trade Mark License, which agreement the Licensor shall not unreasonably refuse to negotiate and execute at the sole expense of the Licensee. The grant from time to time by Licensee to additional licensees of the right to use the Trade Marks shall be by license agreement between Licensor, Licensee and the additional licensee, which license agreement shall incorporate no less stringent obligations on the part of the additional licensee with respect to the use by such licensee of the Trade Marks than are required of Licensee by this agreement and shall not provide for the granting to any such licensee of greater rights to use the Trade Marks than are enjoyed by Licensee. Without limiting the generality of the foregoing, the additional licensee shall agree to be bound in such license agreement by the quality control and trade mark provisions set out in Articles [NUMBER] and [NUMBER] below. Licensor hereby appoints Licensee as its agent to, and Licensee hereby agrees to, enforce compliance by all additional licensees appointed by Licensee with the provisions of their respective license agreements (including, without limiting the generality of the foregoing, the quality control provisions contained therein). The appointment of Licensee as an agent is solely for the purposes of this agreement. TERM Subject to the provisions of Article [NUMBER], this agreement shall remain in full force and effect for a term of [NUMBER] years from the date of this Agreement, subject to automatic renewal for an indefinite number of further [NUMBER] year terms unless (i) at least [NUMBER] days prior to the end of the initial term or any renewal term Licensee delivers a written notice to Licensor stating that it does not wish this agreement to be renewed, or (ii) Licensee is at the time of the renewal in default under Article [NUMBER] of this agreement. QUALITY CONTROL So as not to bring discredit upon the Trade marks, Licensee agrees that the Designated Products and Services sold and distributed by Licensee will at all times be of good quality and that the Designated Products and Services will be merchandised, distributed and sold by Licensee with packaging and sales promotion materials appropriate for good quality products and services. Licensee further agrees that all Designated Products and Services will be sold, labeled, packaged, merchandised, distributed, promoted and advertised in accordance with all applicable [YOUR COUNTRY LAW] and regulations.",null,"Trademark License Agreement","9",88,"doc","https://templates.business-in-a-box.com/imgs/1000px/trademark-license-agreement-D5230.png","https://templates.business-in-a-box.com/imgs/250px/5230.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5230.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Copyrights, Patents & Trademarks","/templates/copyrights-patent-trademark/","trademark license agreement","Trademark License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/5230.png","https://templates.business-in-a-box.com/imgs/600px/5230.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,101,117,131,146,158],{"label":38,"url":39,"thumb":40,"extension":10},"Trademark License Agreement For Software","/template/trademark-license-agreement-for-software-D766","https://templates.business-in-a-box.com/imgs/250px/766.png",{"label":42,"url":43,"thumb":44,"extension":10},"Trademark Licensing Agreement","/template/trademark-licensing-agreement-D13458","https://templates.business-in-a-box.com/imgs/250px/13458.png",{"label":46,"url":47,"thumb":48,"extension":10},"Trademark License and Royalty Agreement","/template/trademark-license-and-royalty-agreement-D970","https://templates.business-in-a-box.com/imgs/250px/970.png",{"label":50,"url":51,"thumb":52,"extension":10},"Trademark License","/template/trademark-license-D973","https://templates.business-in-a-box.com/imgs/250px/973.png",{"label":54,"url":55,"thumb":56,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":58,"url":59,"thumb":60,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":62,"url":63,"thumb":64,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":66,"url":67,"thumb":68,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":70,"url":71,"thumb":72,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":74,"url":75,"thumb":76,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":78,"url":79,"thumb":80,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"label":82,"url":83,"thumb":84,"extension":10},"License Agreement NonTransferable and Non Exclusive License","/template/license-agreement-nontransferable-and-non-exclusive-license-D1022","https://templates.business-in-a-box.com/imgs/250px/1022.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":99,"url":100},"TRADEMARK ASSIGNMENT This Trademark Assignment (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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 \"Assignee\"), 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 Assignor is recorded at the [COUNTRY] trade-marks Office as the registered owner of the trademarks described in Schedule A hereto (the \"Trademarks\") under application no. [TRADEMARK APPLICATION NUMBER] (the \"Application\"); WHEREAS the Assignor assigns, sells and transfers unto the Assignee all of the Assignor's rights, title and interest in and to the Trademarks and the Application; NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1","Trademark Assignment Short Form","3",40,"https://templates.business-in-a-box.com/imgs/1000px/trademark-assignment_short-form-D972.png","https://templates.business-in-a-box.com/imgs/250px/972.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#972.xml",{"title":6,"description":6},[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":20,"url":98},"copyrights-patent-trademark","trademark assignment short form","/template/trademark-assignment-short-form-D972",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":116},"INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [LICENSOR'S NAME], (\"Licensor\"), an individual with their 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] AND: [LICENSEE'S NAME], (\"Licensee\") an individual with their 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] PURPOSE OF THE AGREEMENT The Licensor, the owner of certain intellectual property rights, agrees to grant the Licensee a license to use, and, if applicable, modify, the intellectual property as described herein. 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":110,"description":6},"intellectual property license agreement",[112,113],{"label":17,"url":96},{"label":114,"url":115},"License Agreements","license-agreement","/template/intellectual-property-license-agreement-D13718",{"description":118,"descriptionCustom":6,"label":119,"pages":88,"size":105,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":130},"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","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":124,"description":6},"non disclosure agreement nda",[126,127],{"label":17,"url":96},{"label":128,"url":129},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":144,"url":145},"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},[141],{"label":142,"url":143},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":147,"descriptionCustom":6,"label":148,"pages":134,"size":105,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":157},"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":153,"description":6},"service agreement",[155,156],{"label":17,"url":96},{"label":17,"url":96},"/template/service-agreement-D12711",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":105,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":172},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), 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: [SECOND PARTNER NAME] (the \"Second Partner\"), 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] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":166,"description":6},"partnership agreement",[168,169],{"label":17,"url":96},{"label":170,"url":171},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",false,{"seo":175,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":248,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":455,"diy_vs_lawyer":469,"jurisdictions":482,"related_template_ids_curated":503,"schema":513,"classification":514},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"Trademark License Agreement Template (Free Word)","Free trademark license agreement template covering royalties, quality control, territory, and term. Download in Word, edit online, or export as PDF. Free Word and PDF download.","trademark license agreement template",[22,180,181,182,183,184,110],"trademark license agreement word","brand license agreement template","trademark license contract","trademark licensing contract free","trademark sublicense agreement template",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":173},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Trademark License Agreement is a legally binding contract in which a trademark owner (the licensor) grants a third party (the licensee) the right to use a registered or common-law trademark under defined conditions. This free Word download covers territory, term, royalties, quality control, sublicensing rights, and termination — giving both parties a clear, enforceable record of the permitted use.\n","Use it whenever you allow another business to use your brand name, logo, or slogan commercially — whether for product manufacturing, distribution, franchising, co-branding, or retail licensing. It is equally necessary when you are the licensee and need to document the scope of rights you have been granted.\n","Parties and grant of license, licensed marks definition, territory and exclusivity, royalty structure and payment terms, quality control and approval procedures, IP ownership and goodwill assignment, sublicensing restrictions, representations and warranties, termination triggers, and governing law.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Brand owners and trademark holders","Granting a manufacturer or retailer the right to sell goods under their mark","persona-small-business-owner",{"title":202,"use_case":203,"icon_asset_id":204},"Franchise operators","Documenting trademark rights granted to franchisees as part of the franchise system","persona-franchise-applicant",{"title":206,"use_case":207,"icon_asset_id":208},"Startup founders","Licensing an established brand to accelerate market entry without building brand equity from scratch","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"Product licensors and IP holding companies","Generating royalty revenue by licensing branded characters, logos, or marks to product manufacturers","persona-ceo",{"title":214,"use_case":215,"icon_asset_id":216},"Distributors and importers","Securing the right to sell trademarked goods in a specific country or region","persona-retailer",{"title":218,"use_case":219,"icon_asset_id":220},"Marketing agencies and co-branding partners","Formalizing a co-branded campaign where two parties use each other's marks jointly","persona-agency",[222,226,230,233,236,240,244],{"situation":223,"recommended_template":224,"slug":225},"Granting exclusive use of a trademark to a single licensee in a territory","Exclusive Trademark License Agreement","trademark-license-agreement-D5230",{"situation":227,"recommended_template":228,"slug":229},"Licensing a trademark to multiple licensees in the same territory","Non-Exclusive Trademark License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":231,"recommended_template":232,"slug":225},"Allowing the licensee to grant further sublicenses to third parties","Trademark Sublicense Agreement",{"situation":234,"recommended_template":103,"slug":235},"Including both patent and trademark rights in a single deal","intellectual-property-license-agreement-D13718",{"situation":237,"recommended_template":238,"slug":239},"Granting rights to an entire franchise system including marks and operations","Franchise Agreement","franchise-agreement-D879",{"situation":241,"recommended_template":242,"slug":243},"Temporary or short-term promotional use of a mark by a co-branding partner","Co-Branding Agreement","co-branding-agreement-D746",{"situation":245,"recommended_template":246,"slug":247},"Permanently transferring all trademark rights rather than licensing them","Trademark Assignment Agreement","trademark-assignment-short-form-D972",[249,252,255,258,261,264,267,270,273,276,279,282],{"term":250,"definition":251},"Licensor","The trademark owner who grants permission to another party to use the mark under the terms of the agreement.",{"term":253,"definition":254},"Licensee","The party who receives the right to use the licensor's trademark under the conditions set out in the agreement.",{"term":256,"definition":257},"Licensed Mark","The specific trademark — word, logo, slogan, or combination — that is the subject of the license.",{"term":259,"definition":260},"Exclusive License","A grant that prohibits the licensor from licensing the same mark to any other party in the defined territory during the term.",{"term":262,"definition":263},"Non-Exclusive License","A grant that allows the licensor to license the same mark to multiple parties simultaneously.",{"term":265,"definition":266},"Royalty","Periodic compensation paid by the licensee to the licensor, typically calculated as a percentage of net sales or a flat fee per unit.",{"term":268,"definition":269},"Quality Control Clause","A contractual requirement that the licensee maintain defined standards for products or services bearing the licensed mark, allowing the licensor to inspect and approve.",{"term":271,"definition":272},"Naked License","A trademark license that contains no quality control provisions — considered legally invalid in most jurisdictions and a ground for trademark abandonment.",{"term":274,"definition":275},"Goodwill","The commercial reputation and consumer recognition associated with a trademark; goodwill generated through the licensed use accrues to the licensor, not the licensee.",{"term":277,"definition":278},"Sublicense","A further license granted by the licensee to a third party, permissible only if the trademark license agreement expressly authorizes it.",{"term":280,"definition":281},"Territory","The geographic area — country, region, or list of states — within which the licensee is permitted to use the licensed mark.",{"term":283,"definition":284},"Term","The period during which the license is in effect, from the effective date through the expiration date or earlier termination.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Parties and recitals","Identifies the licensor and licensee as legal entities, states their relationship, and records the commercial background that motivates the agreement.","This Trademark License Agreement is entered into as of [DATE] between [LICENSOR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensor'), and [LICENSEE LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensee').","Using a trade name instead of the registered legal entity name for either party. If the licensor's corporate name differs from the trademark owner of record at the trademark office, the license may not be enforceable against the mark.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Grant of license","States the exact rights being granted — whether exclusive or non-exclusive, the permitted field of use, territory, and any restrictions on how the mark may be used.","Licensor hereby grants to Licensee a [non-exclusive / exclusive] license to use the Licensed Mark in the Territory solely in connection with [FIELD OF USE — e.g., the manufacture and sale of [PRODUCT CATEGORY]] during the Term.","Omitting the field of use. A license with no field-of-use restriction is effectively unlimited — the licensee could use the mark in unintended industries, damaging the brand and creating conflicts with other licensees.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Definition of licensed marks","Lists each trademark covered by the agreement — including registration numbers, filing jurisdictions, and whether unregistered common-law marks are included.","The 'Licensed Mark' means the trademark [MARK NAME], registered with the [USPTO / CIPO / UKIPO / EUIPO] under Registration No. [NUMBER], and any other marks listed in Schedule A.","Referencing a mark by name only without the registration number. If the licensor owns several variants, the licensee may claim broader rights than intended — particularly if a newer or broader registration exists.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Territory and exclusivity","Defines the geographic scope of the license and confirms whether the licensor is prohibited from granting competing rights to others in the same territory.","The Territory is limited to [COUNTRY / REGION / LIST OF STATES]. This license is [exclusive / non-exclusive] within the Territory. Licensor shall not grant any third party the right to use the Licensed Mark in the Territory during the Term [if exclusive].","Granting a worldwide exclusive license without carving out territories where the licensor already has existing licensees. Overlapping territorial grants expose the licensor to simultaneous breach claims from multiple licensees.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Royalties and payment terms","Sets the royalty rate or fee structure, calculation basis (net sales, gross revenue, or per-unit), payment frequency, reporting obligations, and audit rights.","Licensee shall pay Licensor a royalty of [X]% of Net Sales of Licensed Products, payable within [30] days after the end of each calendar quarter, accompanied by a written sales report. Licensor may audit Licensee's relevant records on [30] days' written notice, no more than once per calendar year.","Defining 'net sales' without specifying which deductions are permitted (returns, discounts, shipping, taxes). Licensees interpret 'net' broadly; licensors interpret it narrowly — the gap can represent significant royalty revenue.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Quality control and approval","Requires the licensee to maintain brand standards set by the licensor, submit samples for approval before launch, and allow the licensor to inspect products or services bearing the mark.","Licensee shall ensure all products bearing the Licensed Mark conform to the Quality Standards in Schedule B. Licensee shall submit representative samples to Licensor for approval at least [30] days before any new product launch. Licensor may inspect Licensee's facilities on [10] business days' notice.","Including no quality control clause at all. A trademark license without quality controls is a 'naked license' — courts have held that naked licenses cause the trademark owner to lose trademark rights entirely through abandonment.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Ownership of goodwill","Confirms that all goodwill generated through the licensee's use of the mark inures exclusively to the licensor, and that the licensee acquires no trademark rights through the licensed use.","Licensee acknowledges that all use of the Licensed Mark and all goodwill arising from such use shall inure solely to the benefit of Licensor. Licensee shall not acquire any right, title, or interest in the Licensed Mark by virtue of this Agreement.","Omitting this clause because it seems obvious. Without it, a licensee who has used the mark for several years may argue they have acquired a common-law interest in the mark — particularly in jurisdictions that recognize use-based trademark rights.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Sublicensing and assignment","Specifies whether the licensee may grant sublicenses to third parties or assign the agreement, and if so, under what conditions and with whose consent.","Licensee shall not sublicense, assign, or otherwise transfer any rights under this Agreement without Licensor's prior written consent, which may be withheld in Licensor's sole discretion. Any purported assignment without such consent is void.","Silently permitting sublicensing by not addressing it. Without an express prohibition, some courts have found that sublicensing is implicitly permitted under a broad license grant — allowing an unauthorized third party to use the mark.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Term, renewal, and termination","States the initial term, any automatic renewal mechanism, and the specific events that allow either party to terminate — including breach, insolvency, or failure to meet minimum royalties.","This Agreement commences on [DATE] and continues for [INITIAL TERM] years ('Initial Term'), renewing automatically for successive [1]-year periods unless either party provides [90] days' written notice of non-renewal. Either party may terminate immediately upon written notice if the other party materially breaches and fails to cure within [30] days.","No minimum royalty or performance threshold tied to termination. If the licensee generates zero sales for two years but technically complies with reporting obligations, the licensor is locked into an exclusive grant with no revenue and no exit.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Representations, warranties, and indemnification","The licensor warrants it owns the mark and has authority to grant the license; the licensee warrants it will not infringe third-party rights. Both parties agree to indemnify the other for breaches of their respective warranties.","Licensor represents and warrants that it is the owner of the Licensed Mark and has full authority to grant the rights herein. Licensee shall indemnify, defend, and hold harmless Licensor from any claim arising from Licensee's use of the Licensed Mark in breach of this Agreement or applicable law.","Licensor warranting the mark is free from all third-party claims. Trademark ownership is frequently disputed — a blanket warranty of clear title exposes the licensor to indemnification liability if a prior-rights claimant emerges.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify the parties with their full legal entity names","Enter the licensor's registered corporate name exactly as it appears on the trademark registration. Confirm the licensee's legal entity name matches their business registration documents.","Run a quick trademark office search to confirm the licensor entity name on record — discrepancies between the contract name and the registrant name can create enforceability gaps.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the licensed marks precisely","List every trademark covered — word marks, logos, and slogans — by name, registration number, filing jurisdiction, and registration status. Attach Schedule A for marks that exceed a few entries.","Include pending applications as well as registered marks, but note their pending status explicitly so the licensee understands those rights are not yet confirmed.",{"step":348,"title":349,"description":350,"tip":351},3,"Set the territory and exclusivity","Name the specific countries, states, or regions covered. Confirm in writing whether the grant is exclusive or non-exclusive in each territory. If exclusive, review your existing licensee obligations before signing.","For international licenses, identify whether the mark is registered in each territory — an unregistered mark in a territory may offer weaker legal protection to the licensee.",{"step":353,"title":354,"description":355,"tip":356},4,"Negotiate and document the royalty structure","Set the royalty rate or flat-fee amount, define 'net sales' with a specific list of permitted deductions, establish the reporting and payment schedule, and include audit rights with a stated frequency.","Industry royalty rates for trademark licenses typically range from 2–15% of net sales depending on brand strength and exclusivity. Research comparable deals in your category before negotiating.",{"step":358,"title":359,"description":360,"tip":361},5,"Draft the quality control schedule","Create Schedule B listing minimum quality standards — materials, labeling, packaging specifications, and brand-guideline requirements. Specify the sample approval process, including turnaround time and who at the licensor has approval authority.","Quality control clauses are not optional — they are legally required to maintain the trademark registration. Courts have canceled trademarks where the licensor exercised no real quality oversight.",{"step":363,"title":364,"description":365,"tip":366},6,"Set term, renewal, and minimum performance thresholds","Enter the initial term length, the renewal notice period, and any minimum annual royalty or sales volume required to maintain exclusivity or avoid termination.","A minimum royalty floor (e.g., $[X] per year regardless of sales) protects the licensor from a licensee who secures exclusivity then underperforms without legal consequence.",{"step":368,"title":369,"description":370,"tip":371},7,"Review sublicensing, assignment, and change-of-control provisions","Decide whether sublicensing is permitted and under what conditions. Add a change-of-control clause that triggers licensor consent rights if the licensee is acquired by a competitor.","Without a change-of-control clause, your trademark could end up licensed to a direct competitor following an M&A transaction — with no contractual right to terminate.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before any use of the mark begins","Both parties must sign before the licensee uses the mark commercially. Retroactive licenses may be valid in some jurisdictions but create evidentiary problems and potential trademark abandonment risk for the period of unlicensed use.","Use a countersignature workflow that timestamps each signature separately — this creates an unambiguous record of when each party became bound.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Issuing a naked license with no quality control","A trademark license without quality control provisions is legally invalid in the US and most common-law jurisdictions. Courts have found that naked licenses cause the licensor to lose trademark rights through abandonment — even for well-known marks.","Include a quality control clause with specific standards, a sample approval process, and an inspection right. Even light-touch oversight is sufficient if consistently exercised and documented.",{"mistake":383,"why_it_matters":384,"fix":385},"Omitting a field-of-use restriction","A license with no field-of-use limitation grants the licensee the right to use the mark in any industry or product category, creating conflicts with other licensees and damaging brand positioning.","Define the licensed field of use specifically — for example, 'the manufacture and sale of [PRODUCT CATEGORY] within the Territory' — and add a clause prohibiting use outside that scope.",{"mistake":387,"why_it_matters":388,"fix":389},"No minimum royalty or performance threshold","An exclusive licensee who generates minimal sales can tie up the licensor's mark for the full term with no revenue and no contractual exit, particularly if the agreement auto-renews.","Add a minimum annual royalty or sales volume clause that, if not met, either converts the exclusive license to non-exclusive or triggers a licensor termination right.",{"mistake":391,"why_it_matters":392,"fix":393},"Using 'net sales' without defining permitted deductions","Vague royalty bases generate disputes at every payment cycle. Licensees deduct shipping, taxes, intercompany transfers, and promotional allowances — reducing the royalty base dramatically and often unilaterally.","Define 'Net Sales' in the definitions section with an exhaustive list of permitted deductions and a cap on each category as a percentage of gross sales.",{"mistake":395,"why_it_matters":396,"fix":397},"No change-of-control provision","Without one, the licensee's rights survive a sale or merger — meaning the mark could end up licensed to an acquirer that is a direct competitor of the licensor, with no right to terminate.","Add a change-of-control clause requiring the licensee to notify the licensor of any acquisition, merger, or ownership change exceeding 50%, and granting the licensor the right to terminate within 60 days of such event.",{"mistake":399,"why_it_matters":400,"fix":401},"Licensor warranting that the mark is free from all third-party claims","Trademark ownership is frequently contested. A blanket warranty of clear title exposes the licensor to full indemnification liability if a prior-rights holder emerges after signing.","Limit the licensor's warranty to 'the licensor has not granted conflicting rights to any third party and is not aware of any pending claims as of the effective date' — stopping well short of a clean-title guarantee.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a trademark license agreement?","A trademark license agreement is a legally binding contract in which a trademark owner (the licensor) grants another party (the licensee) the right to use the licensor's registered or common-law trademark under defined conditions. It specifies the permitted territory, field of use, term, royalty structure, quality control requirements, and termination triggers. Without it, any commercial use of the mark by a third party is unauthorized and constitutes infringement.\n",{"question":407,"answer":408},"What is the difference between a trademark license and a trademark assignment?","A trademark license grants temporary, conditional permission to use the mark while the licensor retains ownership. A trademark assignment permanently transfers ownership of the mark to the assignee, who becomes the new registered owner. Licensors who want to generate royalty revenue while maintaining control of their brand use a license; parties who want a clean, permanent transfer of the mark use an assignment.\n",{"question":410,"answer":411},"Does a trademark license agreement need to be registered?","In the US and Canada, trademark license agreements are not required to be registered, but recording them with the trademark office is advisable for licenses of significant commercial value. In the EU and UK, recording the licensee's rights with the relevant trademark office provides constructive notice to third parties and strengthens the licensee's position in infringement proceedings. Some countries — including China and several Middle Eastern jurisdictions — require recordal of licenses as a condition of enforceability.\n",{"question":413,"answer":414},"What happens if a trademark license agreement has no quality control clause?","A trademark license with no quality control provisions is typically treated as a naked license, which is legally invalid in the US and most common-law countries. Courts have held that naked licenses result in abandonment of the trademark, meaning the licensor can lose all rights to the mark entirely. Every trademark license agreement should include at minimum a quality standards schedule and a right for the licensor to inspect products or services bearing the mark.\n",{"question":416,"answer":417},"What royalty rate is standard for a trademark license agreement?","Industry royalty rates typically range from 2% to 15% of net sales, depending on brand strength, exclusivity, territory, and field of use. Consumer goods and fashion brands commonly license at 5–12%; industrial and B2B marks tend to fall in the 2–5% range. Character and entertainment licenses can reach 15–20% for well-known properties. A flat per-unit fee or annual minimum is often paired with the percentage royalty to guarantee a floor of income regardless of sales performance.\n",{"question":419,"answer":420},"Can a licensee sublicense a trademark to a third party?","Only if the trademark license agreement expressly permits sublicensing. Without an explicit grant, the licensee has no right to sublicense the mark, and any such sublicense would be void. If sublicensing is permitted, the agreement should require the licensee to flow down the same quality control obligations and obtain the licensor's written consent before granting each sublicense.\n",{"question":422,"answer":423},"What is an exclusive trademark license and when should I use it?","An exclusive license prohibits the licensor from granting any other party the right to use the same mark in the same territory and field of use during the term. Use an exclusive license when the licensee is making a significant investment in the brand — such as building a distribution network or manufacturing infrastructure — and needs assurance that the licensor will not undercut them with a competing licensee. Include a minimum sales threshold or minimum royalty floor to protect the licensor if the licensee underperforms.\n",{"question":425,"answer":426},"What happens to the trademark if the licensee files for bankruptcy?","In the US, Section 365(n) of the Bankruptcy Code allows a trademark licensee to retain its license rights if the bankrupt licensor rejects the agreement, provided the licensee continues meeting its obligations. However, the Sunbeam Products decision (7th Circuit) created uncertainty for licensors. In Canada and the UK, similar protections exist but vary by jurisdiction. Both parties should include a termination-upon-insolvency clause and consider whether the license constitutes an executory contract under applicable bankruptcy law.\n",{"question":428,"answer":429},"Do I need a lawyer to draft a trademark license agreement?","For straightforward domestic non-exclusive licenses with a single licensee and a simple royalty structure, a high-quality template is generally sufficient as a starting point. Legal review is strongly recommended when the license is exclusive, covers multiple jurisdictions, involves significant royalty value, or is part of a franchise or co-branding arrangement. A 1–3 hour attorney review typically costs $400–$1,200 and is a sound investment relative to the risk of trademark abandonment or a royalty dispute.\n",[431,435,439,443,447,451],{"industry":432,"icon_asset_id":433,"specifics":434},"Consumer Goods and Retail","industry-retail","Brand licensing to manufacturers of apparel, accessories, or home goods where the mark drives shelf-level purchasing decisions and quality control over the physical product is critical.",{"industry":436,"icon_asset_id":437,"specifics":438},"Food and Beverage","industry-food-beverage","Licensing a recognized food brand to a co-manufacturer or regional distributor, with detailed quality standards covering ingredient specifications, labeling compliance, and recall procedures.",{"industry":440,"icon_asset_id":441,"specifics":442},"Technology and SaaS","industry-saas","Co-branding agreements between software platforms and integration partners, where each party licenses the other's mark for joint marketing materials, with strict usage guidelines for digital and print media.",{"industry":444,"icon_asset_id":445,"specifics":446},"Franchising and Hospitality","industry-franchise-applicant","Trademark license as a component of the franchise agreement, granting franchisees the right to operate under the brand name with mandatory compliance to system standards and periodic audits.",{"industry":448,"icon_asset_id":449,"specifics":450},"Entertainment and Media","industry-marketing","Character and brand licensing to product manufacturers — toys, apparel, games — where royalty rates are higher, approval cycles for product designs are strict, and territorial rights are carefully segmented.",{"industry":452,"icon_asset_id":453,"specifics":454},"Professional Services","industry-professional-services","Membership organizations and professional associations licensing their certification marks or logos to accredited member firms, with quality standards tied to membership in good standing.",[456,459,462,465],{"vs":246,"vs_template_id":457,"summary":458},"trademark-assignment-agreement-D5231","A trademark assignment permanently transfers ownership of the mark from the assignor to the assignee — the assignor retains no rights after recording. A trademark license is temporary and conditional: the licensor retains ownership and can terminate if the licensee breaches. Use an assignment when you are exiting the brand entirely; use a license when you want to retain ownership and generate ongoing royalty income.",{"vs":103,"vs_template_id":460,"summary":461},"intellectual-property-license-agreement-D5227","An IP license agreement covers a broader bundle of rights — patents, copyrights, trade secrets, and trademarks — in a single instrument. A trademark license agreement focuses exclusively on trademark usage rights and quality control obligations specific to brand protection. Use a standalone trademark license when only mark rights are at issue; use a broader IP agreement when the deal involves patents, software, or proprietary know-how alongside the brand.",{"vs":238,"vs_template_id":463,"summary":464},"D{FRANCHISE_AGREEMENT_ID}","A franchise agreement includes trademark licensing as one component but goes far beyond it — covering the entire operating system, training obligations, territory exclusivity, fees, marketing fund contributions, and operational standards. A trademark license is appropriate for pure brand licensing without the broader system obligations of a franchise. Many franchise arrangements trigger disclosure requirements under FTC rules or provincial franchise legislation, which a standalone trademark license does not.",{"vs":466,"vs_template_id":467,"summary":468},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared between parties during licensing negotiations — it does not grant any trademark rights. Parties frequently sign an NDA before entering trademark license negotiations to protect trade secrets discussed during due diligence. The two documents serve different purposes and are commonly used together at different stages of the same commercial relationship.",{"use_template":470,"template_plus_review":474,"custom_drafted":478},{"best_for":471,"cost":472,"time":473},"Non-exclusive domestic trademark licenses with straightforward royalty structures and a single licensee","Free","30–60 minutes",{"best_for":475,"cost":476,"time":477},"Exclusive licenses, multi-territory licenses, or deals with a minimum royalty floor and audit rights","$400–$1,200 (1–3 hours of IP attorney review)","3–7 business days",{"best_for":479,"cost":480,"time":481},"Cross-border licenses involving trademark registrations in multiple jurisdictions, franchise systems, or significant royalty value above $100K annually","$2,000–$8,000+","2–4 weeks",[483,488,493,498],{"code":484,"name":485,"flag_asset_id":486,"note":487},"us","United States","flag-us","US trademark law requires that licensors exercise genuine quality control over licensed use — failure to do so creates a 'naked license' that can result in cancellation of the trademark registration. Recording a license with the USPTO is not required but is advisable for exclusive licenses. Non-exclusive licenses generally do not need to be recorded. State law may impose additional requirements for licenses affecting real property or franchise arrangements.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"ca","Canada","flag-ca","Canadian trademark law (Trademarks Act, s.50) requires that the trademark owner directly or indirectly controls the character or quality of the licensed goods or services — otherwise the license is invalid and the mark may be deemed abandoned. Licenses should be recorded with the Canadian Intellectual Property Office (CIPO) to provide public notice. Quebec-based agreements may require French-language versions or translations for consumer-facing materials.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"uk","United Kingdom","flag-uk","Under the UK Trade Marks Act 1994, trademark licenses may be registered at the Intellectual Property Office (UKIPO), which gives the licensee standing to bring infringement proceedings without joining the licensor. Exclusive licensees have the right to sue infringers independently if the licensor fails to act within two months of notice. Post-Brexit, EU trademark registrations no longer cover the UK — separate UK registrations are required for full protection.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"eu","European Union","flag-eu","EU Trade Mark Regulation (EUTMR) allows trademark licenses to be recorded with the EUIPO; recording provides constructive notice and strengthens the licensee's enforceability position. Exclusive licensees may bring infringement actions if the licensor does not act after being requested. Member states retain jurisdiction over quality control standards for certain product categories. Licenses involving personal data sharing — such as customer databases tied to the brand — must comply with GDPR requirements.",[247,235,467,504,505,506,507,508,509,510,511,512],"independent-contractor-agreement-D160","service-agreement-D12711","partnership-agreement-D12551","distribution-agreement-D12544","general-non-compete-agreement-D882","letter-of-intent_acquisition-of-business-D5197","joint-venture-agreement-D889","copyright-license-agreement-D12742","cease-and-desist-letter-D12916",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":96,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":525},"intellectual-property-and-licensing","agreement","general","all-stages",[520,521,522,523,524],"intellectual-property","legal","contract","trademark-license","licensing",0.95,"\u003Ch2>What is a Trademark License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Trademark License Agreement\u003C/strong> is a legally binding contract in which a trademark owner — the licensor — grants a third party — the licensee — the right to use a registered or common-law trademark under specific, defined conditions. Unlike a trademark assignment, which permanently transfers ownership, a license is temporary and conditional: the licensor retains full ownership of the mark and can terminate the agreement if the licensee breaches its obligations. The contract governs the permitted territory, field of use, royalty structure, quality control standards, sublicensing rights, and the circumstances under which either party may end the relationship. Because trademark rights can be lost through uncontrolled licensing, the quality control provisions within this agreement are not merely commercial terms — they are legally required to preserve the validity of the mark itself.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Allowing another business to use your trademark without a written license agreement exposes you to two simultaneous risks: losing the trademark altogether and losing the royalties you are owed. Courts in the United States, Canada, and the United Kingdom have found that trademark owners who permit unlicensed use without exercising quality control have abandoned their marks — a finding that strips you of registration rights with no compensation. On the commercial side, an undocumented license means no enforceable royalty obligation, no minimum performance threshold, and no termination right if the licensee damages your brand. For the licensee, operating without a signed agreement creates equal exposure: any use of the mark can be characterized as infringement the moment the relationship sours, regardless of the informal understanding that preceded it. This template provides both parties with an enforceable record of exactly what was agreed — territory, term, royalties, quality standards, and exit terms — so that the commercial relationship can operate without ambiguity and the licensor's trademark registration remains protected throughout.\u003C/p>\n",1781186023709]