White Label License Agreement Template for New Zealand

A White Label License Agreement enables you to license your products or services to another business for rebranding and distribution under their brand name, or vice versa. This commercial arrangement allows companies to expand market reach without developing new products from scratch, while ensuring proper legal protection for all parties involved.

When do you need this document?

You need a White Label License Agreement when your business wants to allow another company to rebrand and sell your products or services under their own brand identity. This is common in software licensing, where a tech company licenses its platform to financial institutions who rebrand it for their customers. It's also essential when you're partnering with distributors who will market your products under their brand in specific territories, or when licensing manufacturing processes to companies who will produce and sell goods under their own labels. The agreement is crucial for establishing clear boundaries around intellectual property usage, quality control, and revenue sharing arrangements.

Key legal considerations

Your agreement must clearly define the scope of the license, including which products or services are covered, territorial restrictions, and permitted modifications. Intellectual property protection is critical - you need specific clauses covering trademark usage, copyright restrictions, and confidentiality obligations. Quality control provisions ensure the licensee maintains standards that protect your brand reputation, even when products are sold under different branding. Revenue sharing and payment terms must be clearly specified, including minimum performance requirements and termination conditions. You should also include liability limitations, indemnification clauses, and dispute resolution mechanisms to protect against potential legal issues arising from the licensee's activities.

Legal requirements in New Zealand

Under the Contract and Commercial Law Act 2017, your agreement must meet standard contract formation requirements and include clear terms for electronic transactions if applicable. The Fair Trading Act 1986 requires that all marketing and promotional activities by the licensee avoid misleading or deceptive conduct, making compliance clauses essential. Copyright Act 1994 and Trade Marks Act 2002 govern how intellectual property can be licensed and used, requiring specific provisions around trademark licensing and copyright permissions. The Privacy Act 2020 mandates proper handling of personal information, so your agreement must address data protection responsibilities when customer data is involved. The Commerce Act 1986 prohibits anti-competitive practices, meaning you cannot include clauses that unreasonably restrict competition or create market monopolies. Additionally, if the licensed products will be sold to consumers, the Consumer Guarantees Act 1993 requires clear allocation of responsibility for statutory warranties and consumer protection obligations.