Exclusive Trademark Licence Agreement for the United Kingdom

Exclusive Trademark Licence Agreement Template for England and Wales

An Exclusive Trademark Licence Agreement is a legally binding contract under English and Welsh law that grants exclusive rights to use specified trademarks in defined territories. The agreement provides the licensee with sole rights to use the trademark(s), preventing the licensor from licensing to others or using the mark themselves in the specified territory. It includes detailed provisions for quality control, royalty payments, and territory restrictions, while ensuring compliance with UK trademark legislation and competition laws.

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What is a Exclusive Trademark Licence Agreement?

An Exclusive Trademark Licence Agreement is essential when a trademark owner wishes to grant sole rights to another party to use their trademark(s) in specific territories or markets. This agreement, governed by English and Welsh law, provides comprehensive protection for both licensor and licensee, covering aspects such as quality control, royalty structures, and territorial limitations. It's particularly useful for businesses expanding into new markets or leveraging brand value through controlled licensing arrangements. The agreement must comply with the Trade Marks Act 1994 and related UK legislation, ensuring proper protection and enforcement of trademark rights.

What sections should be included in a Exclusive Trademark Licence Agreement?

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and ownership of the trademark

3. Definitions: Key terms used throughout the agreement including Licensed Marks, Territory, Licensed Products

4. Grant of Licence: Scope and nature of the exclusive licence, including permitted uses and restrictions

5. Territory: Geographical scope of the licence and any territorial restrictions

6. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination

7. Royalties and Payments: Financial terms, payment schedules, and reporting requirements

8. Quality Control: Standards, monitoring, and approval processes for licensed products

9. Protection of the Marks: Obligations regarding trademark protection, infringement, and enforcement

10. Warranties and Indemnities: Legal guarantees and protections for both parties

11. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

What sections are optional to include in a Exclusive Trademark Licence Agreement?

1. Sub-licensing Rights: Terms and conditions for granting sub-licenses, when sub-licensing is permitted

2. Minimum Performance Requirements: Minimum sales or revenue targets that the licensee must achieve

3. Marketing and Promotion: Specific marketing commitments, restrictions, and approval processes

4. Non-Competition: Restrictions on competing activities during and after the agreement

5. Change of Control: Provisions dealing with changes in ownership or control of either party

What schedules should be included in a Exclusive Trademark Licence Agreement?

1. Schedule 1 - Licensed Trademarks: Detailed list of all trademarks covered by the agreement, including registration numbers

2. Schedule 2 - Licensed Products: Comprehensive list of products and services covered by the licence

3. Schedule 3 - Quality Standards: Detailed quality requirements, specifications, and approval processes

4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties, including examples if needed

5. Schedule 5 - Approved Form of Trademark Notice: Specified format for trademark notices to be used on licensed products

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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