Name Licensing Agreement Template for Hong Kong

A Name Licensing Agreement governed by Hong Kong law is a legal contract that grants permission to use a specific name, trademark, or brand in a commercial context. This document establishes the terms and conditions under which the licensee can use the licensed name, including territorial restrictions, quality control requirements, and financial compensation. The agreement incorporates Hong Kong's intellectual property laws and contractual principles, providing protection for both the licensor's rights and the licensee's interests while ensuring compliance with local regulations and business practices.

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What is a Name Licensing Agreement?

The Name Licensing Agreement is essential for businesses and individuals looking to monetize or commercially utilize protected names, brands, or trademarks in Hong Kong and potentially other territories. This document type is commonly used when a name owner (licensor) wants to permit another party (licensee) to use their name while maintaining control over its usage and receiving compensation. The agreement must comply with Hong Kong's legal framework, particularly the Trade Marks Ordinance and Contract Ordinance, while addressing key commercial aspects such as quality control, payment terms, and usage restrictions. It's particularly relevant in today's brand-driven market where name recognition carries significant commercial value and requires careful protection.

What sections should be included in a Name Licensing Agreement?

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, ownership of the name, and purpose of the licensing arrangement

3. Definitions: Defined terms used throughout the agreement, including the licensed name, territory, and field of use

4. Grant of License: Specific rights being granted, including scope, exclusivity, and territorial limitations

5. License Fee and Payment Terms: Financial terms including initial fees, royalties, payment schedule, and reporting requirements

6. Quality Control: Standards for using the licensed name and licensor's right to monitor and approve usage

7. Term and Termination: Duration of the agreement and circumstances for early termination

8. Representations and Warranties: Parties' assurances regarding ownership, right to license, and compliance with laws

9. Protection and Infringement: Obligations regarding protection of the licensed name and handling infringement by third parties

10. Confidentiality: Protection of confidential information exchanged during the agreement

11. General Provisions: Standard clauses including governing law, notices, and entire agreement

What sections are optional to include in a Name Licensing Agreement?

1. Sublicensing Rights: Include when licensee is permitted to sublicense the name to third parties

2. Minimum Performance Requirements: Include when there are specific performance or sales targets the licensee must meet

3. Marketing and Promotion: Include when specific marketing requirements or restrictions apply to the use of the licensed name

4. Assignment: Include when transfer rights need specific regulation beyond standard provisions

5. Insurance: Include when specific insurance requirements are needed for the licensed activities

6. Dispute Resolution: Include when specific arbitration or mediation procedures are required

7. Change of Control: Include when changes in corporate ownership need special handling

8. Compliance with Laws: Include when specific regulatory compliance requirements apply to the licensed use

What schedules should be included in a Name Licensing Agreement?

1. Schedule 1 - Licensed Name: Detailed description of the licensed name, including any variations, styles, or formats permitted

2. Schedule 2 - Territory: Detailed list of geographic territories where the license applies

3. Schedule 3 - Approved Products/Services: Comprehensive list of products or services for which the name can be used

4. Schedule 4 - Quality Control Guidelines: Detailed quality standards and approval procedures for name usage

5. Schedule 5 - Fee Schedule: Detailed breakdown of all fees, royalties, and payment calculations

6. Schedule 6 - Usage Guidelines: Style guide and specific requirements for how the name must be displayed or used

7. Schedule 7 - Approval Procedures: Detailed processes for obtaining approval for new uses of the licensed name

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

Hong Kong

Publisher

Genie AI

Cost

Free to use

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