Trademark License Agreement Template for the Philippines

A Trademark License Agreement is a legally binding contract that allows you to grant or obtain permission to use registered trademarks while preserving the owner's intellectual property rights. Under Philippine law, this agreement creates a controlled framework for trademark usage that protects brand integrity and ensures compliance with the Intellectual Property Code of the Philippines.

When do you need this document?

You need a Trademark License Agreement when expanding your business through franchising arrangements, allowing distributors to use your brand, or entering into merchandising partnerships. If you're a trademark owner looking to monetize your intellectual property without transferring ownership, this agreement provides the legal structure for controlled brand licensing. Companies seeking to use established trademarks for their products or services also require this document to avoid infringement claims. The agreement is essential for parent companies licensing trademarks to subsidiaries, international businesses entering the Philippine market through local partners, and any commercial arrangement where trademark usage rights need clear definition and legal protection.

Key legal considerations

Your agreement must clearly define the scope of trademark usage, including specific goods or services covered, territorial limitations, and exclusivity terms. Quality control provisions are crucial under Philippine law, as you must maintain standards to protect trademark validity and consumer interests. The agreement should address sublicensing rights, termination conditions, and dispute resolution mechanisms. Financial terms including royalty rates, minimum guarantees, and payment schedules require careful structuring to comply with tax regulations and foreign exchange laws. You must also consider competition law implications under the Philippine Competition Act, ensuring licensing terms don't create anti-competitive effects. Trademark registration maintenance responsibilities, infringement enforcement procedures, and confidentiality obligations should be clearly allocated between parties.

Legal requirements in Philippines

Under the Intellectual Property Code (Republic Act No. 8293), trademark license agreements must be recorded with the Intellectual Property Office of the Philippines (IPOPHL) within three months of execution to be enforceable against third parties. The agreement must identify all licensed trademarks by registration numbers and specify the exact goods or services covered. IPOPHL Memorandum Circular No. 2019-003 provides specific guidelines for license recordal, including required documentation and fees. Your agreement must comply with the Consumer Act provisions regarding product quality and consumer protection. For foreign licensors, the contract may need approval from the Bangko Sentral ng Pilipinas for royalty payment arrangements exceeding certain thresholds. The Civil Code governs general contract principles, requiring clear terms, mutual consent, and lawful consideration. All parties must have legal capacity to enter contracts, and corporate entities need proper board resolutions authorizing the agreement execution.