The Brand Licensing Agreement is a vital legal instrument used when a brand owner wishes to expand their market presence by allowing another party to use their intellectual property rights in Pakistan. This document is essential for businesses seeking to leverage their brand value while maintaining control over their intellectual property. It encompasses crucial elements such as license scope, territory restrictions, quality standards, and financial terms, all structured within the framework of Pakistani law, particularly the Trademarks Ordinance, 2001, and related intellectual property legislation. The agreement is particularly important in protecting the licensor's rights while enabling commercial exploitation of the brand, ensuring compliance with local regulations, and establishing clear operational guidelines for the licensee.

1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers

2. Background: Context of the agreement, ownership of the brand, and general purpose of the licensing arrangement

3. Definitions and Interpretation: Detailed definitions of key terms used throughout the agreement and rules of interpretation

4. Grant of License: Scope of the license, territory, exclusivity/non-exclusivity, and permitted uses of the brand

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. License Fees and Payment Terms: Financial terms including royalties, minimum guaranteed payments, and payment schedules

7. Quality Control and Standards: Requirements for maintaining brand quality and standards, approval processes for branded products/services

8. Protection of the Brand: Obligations regarding trademark protection, infringement reporting, and enforcement actions

9. Representations and Warranties: Standard warranties regarding ownership, right to license, and quality assurances

10. Confidentiality: Protection of confidential information exchanged during the relationship

11. Record Keeping and Audit Rights: Requirements for maintaining records and licensor's audit rights

12. Termination: Grounds for termination, termination process, and consequences of termination

13. Post-Termination Obligations: Obligations of parties after agreement ends, including cessation of brand use

14. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement