This document provides general information and instructions for both potential licensees and licensees, as well as some examples of languages that should be incorporated into a comprehensive trademark licensing agreement. A trademark licensing agreement is a legal contract between a trademark holder and another party who have agreed to use the trademark under pre-approved and established conditions between the contracting parties. Choice of Law – Forum – The choice of legislation is preferable because it offers some security with regard to the application of the licensing agreement. In addition, courts often impose the choice of litigation clauses as long as the forum has a reasonable and logical relationship with the parties and the license. The geographical scope of a trademark licensing agreement is another important element of a trademark licensing agreement since a licensee can license multiple takers, so it is important that the licensing agreement clearly defines the geographic areas in which the licensee can use the trademark. For example, a licensee may grant trademark rights to different takers based on the continent, state or city in which it is located. This is particularly often the case in franchising agreements, as there may be several overlapping licensees in the same area. Therefore, the trademark licensing agreement must indicate whether the license is exclusive or not exclusive to the taker and whether the licensee can sublicensing one of the rights granted by the licensee. These are some of the most common provisions contained in a trademark licensing agreement, if you need a lawyer for more detailed questions, please contact our office for a courtesy consultation with one of our brand lawyers. There are several elements of a trademark licensing agreement. The most important part of the agreement is to properly prove that the licensee continues to control the quality of goods or services sold in connection with the use of the trademark. Therefore, the quality control provision is one of the most important elements that are an integral part of trademark licensing agreements. Quality control of a trademark licensing agreement must ensure that the brand`s licensee has established standards to maintain the value of the brand on which consumers of the products or services relied.
General requirements for quality control of a trademark licensing agreement may include, among other things, the possibility of auditing the licensee`s accounting documents or accounting, the verification of the licensee`s facilities, the internal control of the licensee`s minutes and the verification of the use of printed media in the context of the use of the trademark. Termination and right of appeal – This provision is contained in a licence to encourage parties to cooperate in the settlement of small disputes arising from the agreement. In the event of an infringement, the defaulting party will have the opportunity to remedy this deficiency within a specified period of time. If the defaulting party continues to violate the agreement, the uninjured party has the right to terminate the contract. You`ll find some provisions in most brand licenses. The following issues should be addressed in a licensing agreement: Insurance – This provision requires the policyholder to receive insurance in order to protect the donor from liability for claims against the taker and possibly to cover the inability of the policyholder to fulfil its obligations under the license agreement. An experienced trademark lawyer can probably provide useful information about trademark licensing conditions. Definitions common to most commercial contracts are also an important part of the complexity of trademark licensing agreements. In order to avoid confusion between the parties, it is important that the licensee clearly state what concrete terms or terms are used in the agreement in order to avoid confusion between the parties and to avoid potential conflicts in the event of a dispute.