Co Branding License Agreement Template for United States

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Key Requirements PROMPT example:

Co Branding License Agreement

"I need a Co-Branding License Agreement for a collaboration between our luxury fashion brand and a premium automotive manufacturer, with exclusive territory rights in North America and strict quality control provisions for branded merchandise to be launched in March 2025."

What is a Co Branding License Agreement?

The Co-Branding License Agreement is a crucial document for businesses seeking to establish strategic brand partnerships in the United States market. It is typically used when two or more established brands want to collaborate on products, services, or marketing initiatives while maintaining control over their respective brand identities. The agreement addresses key aspects such as trademark usage, quality standards, approval procedures, and revenue sharing, while ensuring compliance with U.S. federal and state regulations, including the Lanham Act and state-specific contract laws. This document is particularly important in today's interconnected business environment, where brand collaborations can provide significant market advantages and access to new customer segments. The agreement helps protect both parties' interests while establishing clear guidelines for the partnership's execution and management.

What sections should be included in a Co Branding License Agreement?

1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses

2. Background: Context of the agreement, brief description of each party's business, and purpose of the co-branding relationship

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

4. Grant of License: Scope of the license granted, including specific rights to use trademarks, logos, and other brand elements

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

6. Quality Control: Standards and procedures for maintaining brand quality and consistency

7. Approval Process: Procedures for reviewing and approving co-branded materials

8. Intellectual Property Rights: Ownership and protection of each party's intellectual property

9. Marketing and Promotion: Guidelines for marketing activities and promotional materials

10. Revenue Sharing: Financial terms and revenue distribution arrangements

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

12. Representations and Warranties: Parties' assurances regarding their rights and capabilities

13. Indemnification: Obligations to protect each other from third-party claims

14. General Provisions: Standard legal provisions including governing law, notices, and amendment procedures

What sections are optional to include in a Co Branding License Agreement?

1. Minimum Performance Requirements: Specific performance targets or minimum sales requirements, used when the relationship includes performance-based conditions

2. Exclusivity Provisions: Terms restricting parties from entering similar arrangements with competitors, used when exclusive relationships are desired

3. Social Media Guidelines: Specific rules for social media marketing and brand representation, important for digitally-focused campaigns

4. Celebrity/Influencer Involvement: Terms governing the use of celebrities or influencers in co-branded marketing, when applicable

5. International Usage: Specific provisions for international markets and jurisdictions, needed for global co-branding

6. Crisis Management: Procedures for handling PR crises or brand reputation issues, important for high-profile partnerships

7. Data Sharing and Privacy: Terms governing customer data collection and sharing, needed when customer data is exchanged

8. Manufacturing Standards: Specific manufacturing or production requirements, needed for physical product co-branding

What schedules should be included in a Co Branding License Agreement?

1. Schedule A - Licensed Marks: Detailed list and images of all trademarks, logos, and brand elements covered by the agreement

2. Schedule B - Brand Guidelines: Comprehensive brand usage guidelines including color schemes, positioning, and size requirements

3. Schedule C - Approved Products/Services: List of specific products or services covered under the co-branding arrangement

4. Schedule D - Territory: Detailed description of geographic territories where co-branding is permitted

5. Schedule E - Quality Control Procedures: Detailed procedures for quality assurance and brand standard maintenance

6. Schedule F - Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

7. Appendix 1 - Approval Process Flowchart: Visual representation of the approval process for co-branded materials

8. Appendix 2 - Contact Information: List of key contacts and responsible personnel from both parties

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

Relevant legal definitions
Clauses
Relevant Industries

Retail

Consumer Goods

Fashion and Apparel

Technology

Entertainment

Food and Beverage

Financial Services

Automotive

Sports and Recreation

Telecommunications

Healthcare

Education

Media and Publishing

Travel and Hospitality

Relevant Teams

Legal

Marketing

Brand Management

Business Development

Commercial

Compliance

Creative

Product Development

Partnerships

Executive Leadership

Intellectual Property

Relevant Roles

Chief Marketing Officer

Brand Manager

Licensing Director

Legal Counsel

Intellectual Property Attorney

Business Development Manager

Partnership Manager

Marketing Director

Commercial Director

Chief Executive Officer

Product Manager

Creative Director

Compliance Officer

Contract Manager

Brand Licensing Specialist

Industries
Lanham Act (15 U.S.C. �� 1051 et seq.): Federal trademark law governing trademark registration, protection, and infringement. Essential for defining trademark usage rights and restrictions in co-branding arrangements.
Sherman Antitrust Act: Federal antitrust law to ensure the co-branding agreement doesn't create unfair competition or monopolistic practices in the market.
Federal Trade Commission Act: Governs unfair or deceptive trade practices and advertising, ensuring transparent and truthful co-branding promotions and marketing.
Uniform Commercial Code (UCC): State-adopted uniform law governing commercial transactions, particularly relevant if the co-branding involves goods.
State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies that apply to the licensing agreement.
State Consumer Protection Laws: State-specific regulations protecting consumer interests in relation to co-branded products or services.
Copyright Act of 1976: Federal copyright law protecting creative works that may be involved in co-branding materials and marketing content.
Consumer Financial Protection Bureau (CFPB) Regulations: Federal regulations that may apply if the co-branding involves financial products or services.
CAN-SPAM Act: Federal law governing electronic marketing communications, relevant for co-branded digital marketing efforts.
State Privacy Laws: State-specific regulations governing data privacy and protection in business relationships and consumer interactions.
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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