Non Exclusive Trademark License Agreement Template for the United States

A Non Exclusive Trademark License Agreement is a legal contract that allows you to grant permission for others to use your trademark while maintaining your ownership rights and the ability to license to additional parties. Under United States federal trademark law, this agreement creates a controlled licensing relationship that protects your intellectual property while generating revenue through authorized use.

When do you need this document?

You need this agreement when expanding your brand through partnerships, franchising operations, or merchandising deals where multiple licensees may use your trademark simultaneously. It's essential for manufacturers seeking to produce branded products, retailers wanting to sell merchandise featuring your trademark, or service providers offering branded services under your mark. This document is also crucial when entering joint ventures or co-branding arrangements where trademark use must be clearly defined and controlled. Unlike exclusive licensing, this agreement allows you to maintain flexibility in granting additional licenses to other parties in the same territory or market segment.

Key legal considerations

Quality control provisions are critical under federal trademark law, as you must maintain supervision over how your trademark is used to preserve your rights. The agreement must clearly define the scope of permitted use, including specific products, services, and geographic territories where the trademark may be used. You should establish detailed quality standards, inspection rights, and approval processes for licensed products or services to prevent trademark abandonment claims. Compensation terms, whether through royalties, flat fees, or other arrangements, must be clearly specified along with payment schedules and audit rights. The agreement should address termination conditions, including breach scenarios and procedures for ceasing trademark use upon termination.

Legal requirements in United States

Under the Lanham Act, you must exercise quality control over licensed trademark use to maintain your federal trademark rights and prevent claims of abandonment or naked licensing. The agreement must comply with Federal Trademark Dilution Act provisions if your trademark qualifies as a famous mark, ensuring protection against dilution through unauthorized use. For online trademark use, compliance with the Anti-Cybersquatting Consumer Protection Act may require specific provisions regarding domain names and digital marketing. State trademark laws may impose additional requirements depending on where the licensing activity occurs, particularly for intrastate commerce. You must ensure the agreement preserves your ability to police trademark use and take enforcement action against infringers, maintaining the strength and validity of your federal trademark registration.