Trade Name License Agreement for the Netherlands

Trade Name License Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes the terms and conditions under which a trade name owner (Licensor) grants permission to another party (Licensee) to use their registered trade name in business operations. The agreement covers essential elements including license scope, territory restrictions, quality control measures, payment terms, and usage guidelines, all structured in compliance with the Dutch Trade Name Act (Handelsnaamwet) and relevant provisions of the Dutch Civil Code. It includes specific provisions for protecting the trade name's reputation and ensuring proper commercial use within the Netherlands' legal framework.

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What is a Trade Name License Agreement?

A Trade Name License Agreement is essential when a business wants to permit another entity to use its registered trade name in the Netherlands. This document is particularly relevant for businesses expanding through licensing or franchising, where maintaining brand consistency and legal compliance is crucial. The agreement must comply with Dutch law, specifically the Trade Name Act (Handelsnaamwet) and the Dutch Civil Code, while addressing commercial requirements for both parties. It typically includes detailed provisions about usage rights, quality control, payment terms, and territorial restrictions. This type of agreement is commonly used in franchise operations, business expansions, or when a company wants to monetize its trade name while maintaining control over its use. The document must be structured to ensure enforceability under Dutch jurisdiction and provide adequate protection for the trade name owner while enabling practical commercial use by the licensee.

What sections should be included in a Trade Name License Agreement?

1. Parties: Identification of the Licensor and Licensee with their full legal details

2. Background: Context of the agreement, including ownership of the trade name and purpose of the license

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of License: Scope and nature of the license granted, including territory and exclusivity terms

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

6. License Fees and Payment Terms: Financial terms including license fees, payment schedule, and calculation methods

7. Quality Control and Standards: Requirements for maintaining the quality and reputation associated with the trade name

8. Use of the Trade Name: Specific rules and restrictions regarding how the trade name may be used

9. Representations and Warranties: Statements of fact and promises made by both parties

10. Protection of the Trade Name: Obligations regarding protection and enforcement of rights in the trade name

11. Confidentiality: Provisions for protecting confidential information exchanged during the agreement

12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments

What sections are optional to include in a Trade Name License Agreement?

1. Sub-licensing Rights: Include when the Licensee is permitted to sub-license the trade name to third parties

2. International Usage: Include when the trade name will be used in multiple jurisdictions

3. Marketing and Promotion: Include when specific marketing requirements or restrictions need to be detailed

4. Assignment Rights: Include when transfer of rights needs to be specifically addressed beyond standard terms

5. Change of Control: Include when agreement needs to address consequences of ownership changes

6. Insurance Requirements: Include when specific insurance coverage is required for the licensed activities

7. Dispute Resolution: Include when specific arbitration or mediation procedures are preferred over court proceedings

What schedules should be included in a Trade Name License Agreement?

1. Schedule 1 - Licensed Trade Name: Detailed description of the trade name, including registration details and visual representations

2. Schedule 2 - Territory: Detailed description of the geographic areas where the license is valid

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, including calculation methods and payment schedules

4. Schedule 4 - Quality Control Standards: Specific requirements and standards for trade name usage

5. Schedule 5 - Approved Usage Guidelines: Visual and textual guidelines for how the trade name may be displayed and used

6. Appendix A - Contact Details: List of key contacts for both parties for various aspects of the agreement

7. Appendix B - Reporting Templates: Standard templates for required periodic reports on trade name usage and revenues

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 | Serial Founder & Legal AI Author

Jurisdiction

Netherlands

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Retail

Hospitality

Franchising

Professional Services

Manufacturing

Technology

Food and Beverage

Fashion and Apparel

Financial Services

Healthcare

Education

Entertainment

Real Estate

Relevant Teams

Legal

Commercial

Intellectual Property

Brand Management

Business Development

Compliance

Operations

Corporate Affairs

Licensing

Risk Management

Relevant Roles

Legal Counsel

Commercial Director

Intellectual Property Manager

Brand Manager

Business Development Manager

Franchise Manager

Compliance Officer

General Counsel

CEO

Managing Director

Operations Director

Contract Manager

Licensing Manager

Corporate Lawyer

Trade Mark Attorney

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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