Trade Mark Licence Template

This Trade Mark Licence is designed for use in situations whereby one party owns the rights to (and the intellectual property subsisting in) a trade mark and another party (the licensee) wishes to use that trade mark. The terms of this licence set out in detail the terms and conditions governing the licensee’s use of the trade mark.

This licence is a comprehensive document designed to govern the application of the owner’s trade mark in relation to a product. It is important to note that the terms of this licence are suitable only for use with products. A short form trade mark licence agreement is also available which is designed for use with both products and services.

The licence granted under this agreement may be exclusive, sole or non-exclusive. A high degree of control is bestowed upon the owner of the trade mark. The trade mark owner has involvement in and control over the manufacturing process, advertising, marketing, promotion and merchandising. As such, this template allows the trade mark owner to safeguard their trade mark to a considerable extent.

Payment under this licence takes the form of royalties which are payable at predefined intervals. The licensee is also required to maintain detailed records with respect to royalties and must also allow for inspection by the licensor.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Trade Mark Licence contains the following clauses:

1. Definitions and Interpretation
2. Commencement and Duration
3. Licence
4. Extent of Licence
5.Title and Goodwill
6. Trade Mark Registrations
7. Registration of Permitted User
8. Duties of the Parties
9. Royalty
10. Taxes and Withholdings
11. Technical Assistance
12. Quality Control and Approval Procedures
13. Advertising and Marketing
14. Sales Promotion
15. Marketing Plan / Merchandising Plan
16. Distribution
17. Compliance with Applicable Laws
18. Identification
19. Indemnity
20. Infringement
21. Disclosure and Confidentiality
22. Assignment and Sub-Licensing
23. Change of Control of the Licensee
24. Termination
25. Effect of Termination
26. Force Majeure
27. Entire Agreement
28. Rights Cumulative and other Matters
29. Further Assistance
30. Costs
31. Invalidity
32. Notices
33. Time of the Essence
34. Relationship of the Parties
35. Liability for the Acts and Omissions of Others
36. Law and Jurisdiction

And the following Schedules:

1. The Marks (Registered)
2. The Marks (Unregistered)
3. Commencement Date
4. Products
5. Territory
6. Royalty
7. Advertising Expenditure
8. Confidentiality Covenant
9. Sub-Licensees
10. Sub-Licence Agreement

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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