Non Exclusive Trademark License Agreement Template for New Zealand

A Non Exclusive Trademark License Agreement allows you to grant permission for others to use your registered trademark while maintaining your ability to license the same trademark to additional parties. Unlike exclusive licenses, this arrangement preserves your flexibility to work with multiple licensees simultaneously, making it an ideal choice for businesses looking to maximize their trademark's commercial potential across different markets or product categories.

When do you need this document?

You need this agreement when expanding your brand through franchising operations, where multiple franchise partners require access to your trademark simultaneously. It's essential for merchandising arrangements where you want to license your trademark to various manufacturers for different product lines, such as clothing, accessories, or promotional items. The document is also crucial for co-branding partnerships where you collaborate with other businesses while maintaining the right to form additional partnerships. Additionally, you'll require this agreement when licensing your trademark for specific geographic regions while retaining the ability to license the same trademark for other territories or market segments.

Key legal considerations

Quality control provisions are fundamental to protecting your trademark's reputation and maintaining its legal validity under New Zealand law. You must establish clear standards for how the trademark can be used, including design specifications, product quality requirements, and marketing guidelines. The agreement should specify the scope of the license, including permitted uses, territory restrictions, and product categories to prevent unauthorized expansion. Payment terms and royalty structures require careful consideration, including minimum guaranteed payments and reporting obligations. Termination clauses must address breach scenarios, notice periods, and post-termination obligations such as inventory disposal and continued use restrictions. Indemnification provisions should protect you from liability arising from the licensee's use of your trademark.

Legal requirements in New Zealand

Under the Trade Marks Act 2002, you must ensure your trademark registration remains valid throughout the license period and maintain proper use to prevent abandonment claims. The agreement must comply with the Contract and Commercial Law Act 2017, requiring clear offer, acceptance, consideration, and legal capacity of all parties. Fair Trading Act 1986 compliance is essential, ensuring all representations about the trademark's scope, validity, and market position are accurate and not misleading. You must consider Commerce Act 1986 implications to ensure license terms don't create anti-competitive effects, particularly regarding territory restrictions and exclusive dealing arrangements. The agreement should include dispute resolution mechanisms, preferably arbitration or mediation clauses, to address potential conflicts efficiently. Proper execution requires signatures from authorized representatives and may benefit from independent witness verification for enforceability.