Ready-to-Use Trademark License Agreement Template
This ready-to-use trademark license agreement template helps trademark owners and licensees set out clear rules for using a brand, logo, trade name, or other protected mark. It covers scope, territory, quality standards, payment terms, intellectual property ownership, confidentiality, termination, and signature blocks for both parties.
A trademark license agreement sets the rules under which a trademark owner permits another party to use a brand, logo, name, slogan, or other protected mark. It is commonly used when a business wants to expand through distributors, franchisees, manufacturers, or commercial partners while retaining ownership of its brand. A written agreement helps define the permitted use and reduces the risk of misuse, consumer confusion, or disputes. This template provides a practical structure that can be adapted to the parties’ commercial arrangement and applicable law.
What is a trademark license agreement?
A trademark license agreement is a contract between the trademark owner, usually called the licensor, and the authorized user, usually called the licensee. The licensor grants limited permission to use one or more specified marks under defined conditions, while the licensee agrees to comply with those conditions.
The agreement does not transfer ownership of the trademark unless it expressly states otherwise. Its main purpose is to preserve the owner’s control over the mark while allowing commercial use within an agreed scope.
Licensor and licensee roles
The licensor should confirm that it owns or controls the trademark rights it is licensing. The licensee should use the mark only for the approved goods, services, channels, territory, and period stated in the contract.
Key information to include
Precise drafting is important because trademark rights depend on consistent and controlled use. The agreement should identify the trademark clearly, including registration numbers where available, and should describe the products or services for which use is allowed.
| Contract field | Purpose | Common mistake |
|---|---|---|
| Licensed trademark | Identifies the word mark, logo, or other sign being licensed | Using a vague brand description without attaching a specimen |
| Territory | Defines where the licensee may use the mark | Failing to state whether online sales are included |
| Authorized goods or services | Limits use to specific commercial activities | Allowing broad use without product categories |
| Royalty or fee | Sets payment, reporting, and tax responsibilities | Not defining the royalty calculation basis |
| Quality control | Protects the reputation and distinctiveness of the mark | Omitting approval and inspection rights |
| Term and termination | Explains duration and consequences of ending the license | Not addressing post-termination use or sell-off stock |
Scope, exclusivity, and territory
The scope clause should state whether the license is exclusive, non-exclusive, or sole. An exclusive license may prevent the licensor from granting comparable rights to others in the specified territory or market, so it should be drafted carefully.
Territory may be a country, region, group of countries, or a defined sales channel. If the licensee may sell online, the parties should clarify whether customers outside the territory can be targeted or served.
Online and cross-border use
Digital advertising, social media, domain names, and e-commerce platforms can extend brand use beyond geographical boundaries. Address approved websites, marketplace accounts, social media handles, and rules for digital content before use begins.
Editable template
Document template
TRADEMARK LICENSE AGREEMENT
Place: ____________________ Date: ____________________
This Trademark License Agreement (the “Agreement”) is entered into by and between:
Licensor: ____________________, with registered address at ____________________, registration or identification number ____________________, represented by ____________________.
Licensee: ____________________, with registered address at ____________________, registration or identification number ____________________, represented by ____________________.
The Licensor and the Licensee are collectively referred to as the “Parties.”
| Variable | Details |
|---|---|
| Licensed trademark(s) | ____________________ |
| Trademark registration number(s) | ____________________ |
| Authorized goods and/or services | ____________________ |
| Territory | ____________________ |
| License type | Exclusive / Non-exclusive / Sole: ____________________ |
| Term | From ____________________ to ____________________ |
| License fee / royalty | ____________________ |
| Payment schedule | ____________________ |
- Grant of License. The Licensor grants the Licensee a ____________________ license to use the licensed trademark(s) solely in connection with the authorized goods and/or services, within the territory and during the term stated in this Agreement.
- Ownership. The Licensor retains all right, title, and interest in and to the licensed trademark(s), including all goodwill associated with their use. Nothing in this Agreement transfers ownership of the trademark(s) to the Licensee.
- Permitted Use. The Licensee shall use the trademark(s) only in the form and manner approved by the Licensor and shall not alter, register, challenge, or use confusingly similar marks without the Licensor’s prior written consent.
- Quality Control. The Licensee shall maintain the quality standards specified by the Licensor. The Licensor may review products, services, packaging, advertising, and promotional materials and may require reasonable corrections before or after publication.
- Fees and Royalties. The Licensee shall pay the Licensor the license fee and/or royalty stated above. Royalties shall be calculated on ____________________ and paid no later than ____________________. The Licensee shall provide sales reports every ____________________.
- Records and Audit. The Licensee shall keep complete and accurate records relating to use of the trademark(s) and sales of licensed goods or services for ____________________ years. The Licensor may audit those records on reasonable notice.
- Confidentiality. Each Party shall keep confidential any non-public commercial, financial, technical, or operational information received in connection with this Agreement, except where disclosure is required by law.
- Infringement. The Licensee shall promptly notify the Licensor of any actual or suspected infringement, imitation, or unauthorized use of the trademark(s). The Licensor shall control enforcement actions unless otherwise agreed in writing.
- Termination. Either Party may terminate this Agreement by written notice if the other Party materially breaches this Agreement and fails to cure the breach within ____________________ days after receiving notice. The Licensor may terminate immediately for unauthorized trademark use, failure to meet quality standards, or non-payment.
- Effects of Termination. Upon termination, the Licensee shall immediately cease use of the trademark(s), except for any agreed sell-off period of ____________________ days. The Licensee shall remove the trademark(s) from all advertising, websites, social media, packaging, and materials as directed by the Licensor.
- Governing Law and Jurisdiction. This Agreement shall be governed by the laws of ____________________. Any dispute shall be submitted to the courts or agreed dispute resolution forum of ____________________.
- Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the trademark license and may be amended only in writing signed by both Parties.
Signed by the Parties on the date and at the place first written above.
LICENSOR
Signature: ____________________
Name: ____________________
Title: ____________________
LICENSEE
Signature: ____________________
Name: ____________________
Title: ____________________
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Quality control and brand protection
Trademark owners generally need to maintain meaningful control over the quality of goods or services offered under their mark. The agreement can require the licensee to follow brand guidelines, submit samples, obtain prior approval for packaging and advertising, and correct non-compliant uses promptly.
Useful controls often include the following:
- Use only approved logos, colors, wording, and design files.
- Maintain agreed quality standards for goods and services.
- Submit advertising and packaging for approval before publication.
- Include required trademark notices and ownership statements.
- Stop any use that the licensor reasonably considers misleading or damaging.
Keep written records of approvals, product samples, and quality checks. They can be important evidence that the trademark owner exercised appropriate control over licensed use.
Fees, royalties, and reporting
Payment may be a fixed fee, a recurring minimum payment, a percentage of net sales, or a combination of these methods. The clause should specify the currency, payment dates, calculation method, permitted deductions, taxes, late-payment consequences, and audit rights.
Where royalties are based on sales, the licensee should provide regular reports with sufficient detail to verify the amount due. The licensor may also reserve the right to inspect relevant books and records on reasonable notice.
- Define gross sales and any permitted deductions to calculate net sales.
- Set the royalty percentage, minimum fee, and payment schedule.
- Require periodic sales statements and supporting records.
- Provide an audit process and a remedy for underpayment.
Duration, termination, and post-termination duties
The agreement should state its effective date, initial term, renewal conditions, and grounds for early termination. Common grounds include non-payment, unauthorized use, breach of quality requirements, insolvency, or infringement of third-party rights.
After termination, the licensee should stop using the trademark and remove it from marketing materials, websites, social profiles, packaging, and other commercial materials. The parties may allow a limited sell-off period for existing stock, subject to quality control and reporting requirements.
Frequently asked questions
Does a trademark license transfer ownership?
No. A license normally grants permission to use the trademark while ownership remains with the licensor. Any transfer of ownership should be documented separately in a trademark assignment agreement.
Should the agreement be recorded with a trademark office?
Recording requirements and benefits vary by jurisdiction. In some places, recordation may help establish rights against third parties or support enforcement, so the parties should check the rules that apply to the relevant trademark registration.
Can the licensee modify the logo or brand name?
Not unless the agreement expressly permits it. Changes to the mark, logo, packaging, or messaging should normally require the licensor’s prior written approval to protect brand consistency and legal rights.