Trade mark co-existence agreement Template for the UK
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What is a Trade mark co-existence agreement?
A coexistence agreement is a contract between two businesses that lets them use similar or identical trade marks, brand names or logos without one blocking the other. A trade mark co-existence agreement is the most common form, used when both parties have a legitimate claim to a similar mark but operate in different markets, product classes or regions. It sets out who can use what, where, and how disputes get resolved.
These agreements spell out exactly how each company can use their mark, including which products or services they can sell it against, where they can trade, and how they'll handle any future conflict. For example, two companies called "Phoenix" might agree that one can use the name for restaurants while the other uses it for software development, so they avoid a costly opposition at the Intellectual Property Office. The same principle can extend to related rights such as copyright in a logo or a registered design, though a coexistence agreement is specific to trade marks rather than patents.
Coexistence agreements can be limited to England and Wales or drafted to cover other territories, up to a worldwide scope, depending on where each party trades and registers their marks. Where the parties trade across borders, the agreement should state which jurisdiction's law governs it and how the marks are split country by country, since trade mark protection is territorial and a registration in one country doesn't extend automatically to another. Keeping the marks distinct in the eyes of the consumer is the point. Clear boundaries mean customers aren't confused about which business they're dealing with.
Frequently Asked Questions
When should you use a Trade mark co-existence agreement?
Consider a coexistence agreement when you discover another business using a brand name or logo similar to yours but you'd prefer to avoid litigation. It's particularly useful when both companies have valid reasons to use their marks and can operate without confusing customers, like a "Crown" furniture maker in Manchester and a "Crown" dental practice in London.
This agreement becomes important during business expansion, market entry, or after receiving a trade mark opposition. Acting early helps prevent future disputes and protects both parties' brand investments. Companies often put one in place during mergers and acquisitions, when entering a new territory, or when expanding into new product categories where a similar mark already exists. In a corporate transaction, buyers and their advisers will want to find and review any existing coexistence terms during due diligence, since they set the limits on how a target's brand can grow. It's also a practical way to inform each side of the other's registrations and current usage, so both can set a clear internal brand policy on where their mark appears and which content it can be used with.
What are the different types of Trade mark co-existence agreement?
- Territory-based agreements: Define specific geographic regions where each party can use their mark, common for businesses expanding across different UK cities, counties or into a new country
- Product-specific agreements: Limit each party's use to certain goods or services, like one company using "Falcon" for sportswear and another for accounting software
- Dual-use agreements: Allow both parties to use similar marks within the same area, but with distinct visual elements or additional identifiers
- Time-limited agreements: Set specific periods for phase-out or restricted use, often used during rebranding transitions
- Industry-specific agreements: Restrict usage to different sectors, preventing customer confusion while allowing both marks to exist, common in fast-moving fields such as technology and software
Who should typically use a Trade mark co-existence agreement?
- Business Owners: Companies or entrepreneurs who need to protect their brand while allowing another business to use a similar mark
- Trade Mark Attorneys: Legal specialists who draft and negotiate the agreements, ensuring all terms comply with UK intellectual property law
- IP Legal Teams: In-house lawyers who manage portfolios of trade mark rights and oversee implementation of these agreements
- Brand Managers: Marketing professionals who ensure business activities stay within the agreed boundaries of mark usage
- The IPO: The Intellectual Property Office may reference these agreements when handling related trade mark applications or disputes
How do you write a Trade mark co-existence agreement?
- Trade Mark Details: Gather registration numbers, classes, and descriptions of both marks, plus evidence of current usage
- Market Analysis: Document each party's business scope, geographic territories, and customer segments to define clear boundaries
- Usage Terms: List specific products, services, and marketing channels where each mark can appear
- Future Plans: Consider expansion strategies and potential market overlaps to build flexibility into the agreement
- Compliance Measures: Define how parties will monitor adherence and resolve potential disputes under UK trade mark law
- Quality Control: Outline standards for mark usage to maintain brand integrity and prevent customer confusion
What should be included in a Trade mark co-existence agreement?
- Party Details: Full legal names, registered addresses, company numbers and a contact for notices for all businesses involved
- Trade Mark Specifics: Detailed descriptions of each mark, including registration numbers and relevant trademark classes
- Territorial Scope: Clear definition of the geographic areas and countries where each party can use their marks
- Usage Parameters: Specific products, services, and channels permitted for each party
- Governing Law and Jurisdiction: The law that applies to the agreement and where any dispute would be dealt with
- Non-Compete Provisions: Any limits on either party moving into the other's market or product classes, to avoid future competition over the same customers
- Dispute Resolution: Process for handling future conflicts under English law
- Duration & Termination: Agreement length and conditions for ending or modifying terms
- Signatures & Dating: Execution blocks for authorized representatives with witnessing requirements
What's the difference between a Trade mark co-existence agreement and a Trademark Agreement?
A coexistence agreement differs from a trade mark licence agreement in both purpose and application. Both deal with intellectual property rights, but they serve distinct business needs.
| Feature | Coexistence agreement | Trade mark licence agreement |
|---|---|---|
| Purpose and control | Two separate owners each use similar marks independently | One party grants another permission to use its mark under set conditions |
| Business relationship | Keeps the businesses separate, with no ongoing commercial tie | Creates an ongoing relationship with royalty payments and quality control |
| Legal structure | Focuses on preventing conflict and defining boundaries | Sets detailed terms on permitted usage, payments and brand standards |
| Duration and flexibility | Usually runs indefinitely with limited scope to change | Often fixed term with renewal provisions |
If you need a licence rather than coexistence, start from a licensing agreement.
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About the Trade mark co-existence agreement
- Trade Mark Details: Gather registration numbers, classes, and descriptions of both marks, plus evidence of current usage
- Market Analysis: Document each party's business scope, geographic territories, and customer segments to define clear boundaries
- Usage Terms: List specific products, services, and marketing channels where each mark can appear
- Future Plans: Consider expansion strategies and potential market overlaps to build flexibility into the agreement
- Compliance Measures: Define how parties will monitor adherence and resolve potential disputes under UK trade mark law
- Quality Control: Outline standards for mark usage to maintain brand integrity and prevent customer confusion
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