Use Of Name Agreement Template for Malaysia

A Use Of Name Agreement is a legally binding contract that grants permission for one party to use another party's name, trademark, or business identity in Malaysia. This document protects both the name owner and the party seeking to use the name by establishing clear terms, conditions, and limitations. Under Malaysian law, particularly the Trademarks Act 2019 and Registration of Businesses Act 1956, proper documentation is essential when transferring or licensing naming rights to prevent unauthorized use and ensure legal compliance.

When do you need this document?

You need a Use Of Name Agreement when establishing franchising relationships where a franchisor allows franchisees to operate under their brand name. This document is also crucial during corporate restructuring when parent companies permit subsidiaries to use their established business names, or when business partners want to leverage each other's brand recognition in joint ventures. The agreement is particularly important in licensing arrangements where brand owners grant limited rights to third parties for specific products, services, or geographical areas. Additionally, you'll need this document when acquiring naming rights for business expansion or when establishing distribution partnerships that require use of the principal's brand identity.

Key legal considerations

The scope of permitted use must be clearly defined, including specific products, services, territories, and duration of the agreement. Quality control provisions are essential to protect the name owner's reputation and ensure consistent brand standards. You must address intellectual property ownership, ensuring the agreement doesn't transfer ownership but only grants usage rights. Termination clauses should specify conditions under which either party can end the agreement and outline post-termination obligations. Consider including provisions for dispute resolution, indemnification against third-party claims, and restrictions on assignment or sublicensing. Payment terms, whether through licensing fees, royalties, or other considerations, must be clearly structured to comply with Malaysian tax and business regulations.

Legal requirements in Malaysia

Under the Trademarks Act 2019, any use of registered trademarks requires proper authorization and documentation to prevent infringement claims. The Registration of Businesses Act 1956 mandates that business name usage must be properly registered and documented with relevant authorities. The Contracts Act 1950 requires that agreements contain essential elements including offer, acceptance, consideration, and lawful purpose to be enforceable. If personal data is involved, compliance with the Personal Data Protection Act 2010 is necessary to protect individual and business identities. Corporate entities must ensure compliance with the Companies Act 2016 regarding corporate naming and registration requirements. The agreement should specify governing law and jurisdiction for dispute resolution, typically Malaysian courts, and include provisions for compliance with local business registration and licensing requirements.