Name Licensing Agreement Template for the United States

A Name Licensing Agreement is a legally binding contract that allows you to grant or obtain permission to use a protected name in commercial activities. Under United States law, this agreement must comply with federal trademark statutes, particularly the Lanham Act, which governs trademark licensing and protection. The document establishes the terms under which a licensee can use a licensor's name while ensuring the name owner maintains quality control and brand protection.

When do you need this document?

You need a Name Licensing Agreement when entering celebrity endorsement deals where a public figure licenses their name for product lines or marketing campaigns. The agreement is essential for franchise operations where the franchisor licenses their business name to franchisees operating in different territories. Brand extension scenarios require this document when a company licenses its established name to third parties for new product categories or markets. Corporate licensing programs use these agreements when companies permit subsidiaries or partners to use their corporate name under specific conditions. You also need this agreement when licensing personal names for commercial use, such as when an individual allows their name to be used on restaurants, products, or services.

Key legal considerations

Quality control provisions are crucial to prevent trademark abandonment and maintain the name's distinctiveness under federal law. The agreement must clearly define the scope of licensed use, including specific products, services, territories, and time periods to avoid disputes. Payment structures including royalties, upfront fees, and minimum guarantees require careful consideration to ensure fair compensation and compliance with tax laws. Termination clauses must address breach scenarios, notice requirements, and post-termination obligations to protect both parties' interests. Indemnification provisions should allocate liability for trademark infringement claims and protect the licensor from misuse of their name. The agreement must include provisions preventing trademark dilution and maintaining the name's commercial value as required under the Federal Trademark Dilution Act.

Legal requirements in United States

Under the Lanham Act, name licensing agreements must include adequate quality control provisions to prevent trademark abandonment, with the licensor maintaining oversight of how their name is used. State contract laws govern the formation and enforcement of licensing agreements, requiring clear offer, acceptance, and consideration terms. The agreement must comply with Federal Trade Commission regulations regarding consumer protection and truthful advertising when the licensed name is used in marketing. State deceptive trade practice laws may apply to how the licensed name is presented to consumers, requiring accurate representation of the relationship between parties. Registration requirements may apply in certain states for trademark licensing agreements involving registered marks. The document must address federal and state tax implications of licensing income and ensure compliance with applicable business licensing requirements in jurisdictions where the name will be used commercially.