The Trade Name License Agreement is a crucial legal instrument used in Nigerian business operations when a trade name owner wishes to permit another entity to use their registered trade name while maintaining control over its usage. This document is essential for businesses expanding through licensing models, franchising operations, or strategic partnerships within Nigeria. It must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020 and the Trade Marks Act, while addressing specific commercial requirements of the parties involved. The agreement typically includes comprehensive provisions covering license scope, territory restrictions, quality control measures, financial terms, and protection mechanisms for the trade name. It's particularly relevant in scenarios involving brand expansion, franchise operations, or strategic business partnerships where brand identity needs to be protected while enabling commercial growth.

1. Parties: Identifies and provides full details of the licensor and licensee, including registration numbers and addresses

2. Background: Establishes the context of the agreement, including ownership of the trade name and intention to license

3. Definitions: Defines key terms used throughout the agreement, including 'Trade Name', 'Territory', 'Effective Date', and other relevant terms

4. Grant of License: Specifies the exact rights being granted, including scope, territory, and exclusivity status

5. Term and Renewal: Defines the duration of the license and conditions for renewal

6. License Fees and Payment Terms: Details the financial terms, including initial fees, royalties, and payment schedules

7. Quality Control: Establishes standards for use of the trade name and licensor's right to monitor compliance

8. Protection of Trade Name: Outlines measures for protecting the trade name and handling potential infringement

9. Representations and Warranties: States the parties' assertions regarding their right to enter into the agreement and trade name ownership

10. Termination: Specifies conditions for termination and consequences thereof

11. Post-Termination Obligations: Details obligations of parties after agreement ends

12. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and defines jurisdiction for dispute resolution

13. General Provisions: Includes standard clauses like force majeure, notices, and amendment procedures