Trademark License Agreement Template and Key Clauses (2026)

What is a trademark license agreement, and when do you need one? A trademark license agreement is a contract in which the owner of a trademark (the licensor) lets another party (the licensee) use the mark on agreed goods or services, in an agreed territory, for an agreed time, usually in exchange for a royalty or fee. Ownership of the mark stays with the licensor. The licensee gets a controlled right to use it. You need one whenever someone other than the brand owner will sell, make or promote under your brand: a franchisee, a manufacturer putting your logo on product, a merchandising partner, a co-branding partner, or a group company using a shared house brand. The single most important thing the agreement does, beyond setting the money, is keep the mark legally valid by requiring the licensor to control the quality of what is sold under it. This article is general guidance, not legal advice. Trademark law varies by jurisdiction and a poorly drafted licence can weaken or even forfeit the mark, so have a qualified professional review one before you rely on it. ## Trademark license agreement template Copy the block below and fill the bracketed fields. ```

TRADEMARK LICENSE AGREEMENT This Trademark License Agreement ("Agreement") is made on [DATE] BETWEEN: [LICENSOR NAME], [address] ("Licensor"), owner of the Marks below AND [LICENSEE NAME], [address] ("Licensee") 1. DEFINITIONS "Marks" means the trademark(s) listed in Schedule 1, including registration numbers and classes. "Licensed Products" means the goods/services in Schedule 2. "Territory" means [country/region]. "Term" means clause 8. 2. GRANT OF LICENCE The Licensor grants the Licensee a [exclusive / sole / non-exclusive], [non-transferable], [non-sublicensable] licence to use the Marks solely on the Licensed Products in the Territory during the Term. All rights not expressly granted are reserved to the Licensor. 3. OWNERSHIP AND GOODWILL The Licensor owns the Marks. All use by the Licensee, and all goodwill arising from that use, benefits the Licensor. The Licensee will not challenge the Licensor's ownership or register a confusingly similar mark. 4. QUALITY CONTROL The Licensee will meet the quality standards and specifications in Schedule 3. The Licensor may inspect samples, facilities and marketing on reasonable notice. The Licensee will submit samples before first use and on material changes. The Licensor may require correction of non-conforming goods. 5. USE OF THE MARKS The Licensee will use the Marks only in approved forms, with correct notices ([R] / [TM]), and follow the Licensor's brand guidelines. The Licensee will not combine the Marks with its own marks without consent. 6. ROYALTY AND PAYMENT The Licensee will pay [a royalty of X% of Net Sales] / [a flat fee of CURRENCY/AMOUNT], [plus a minimum guarantee of AMOUNT per period]. Royalties are calculated [quarterly] and paid within [N] days with a sales report. The Licensor may audit records on [N] days notice. 7. INFRINGEMENT Each party will notify the other of suspected infringement. The Licensor controls enforcement and decides whether to act. [The Licensee will assist at the Licensor's cost.] 8. TERM AND TERMINATION This Agreement runs for [N] years from [START], [renewable by agreement]. Either party may terminate for uncured material breach after [N] days notice, or immediately on the other's insolvency. On termination the Licensee stops all use of the Marks within [sell-off period] and destroys or returns branded materials. 9. INDEMNITY AND LIABILITY The Licensee indemnifies the Licensor against claims arising from the Licensed Products. Liability limits are set in Schedule 4. 10. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of [jurisdiction]; disputes go to [courts / arbitration seat]. Signed for the Licensor: __________ Signed for the Licensee: __________

- **Ownership and goodwill (clause 3).** State clearly that the licensor owns the mark and that all goodwill from use flows to the licensor. Add a no-challenge covenant so the licensee cannot later attack your rights or register a lookalike.
- **Quality control (clause 4).** This is the clause that keeps the mark valid. Set real, checkable standards, a sample-approval step and inspection rights, and then actually use them. Courts in the United States look at whether the owner exercised real control, not just whether the contract mentioned it.
- **Royalty (clause 6).** Define the royalty base (net sales, and how net is calculated), the rate, any minimum guarantee, reporting and audit rights. Vague royalty bases are the most common source of disputes.
- **Termination and sell-off (clause 8).** Say what happens to branded stock on exit. A short, defined sell-off period avoids a licensee flooding the market with your brand after the deal ends. ## Common mistakes to avoid - No quality-control terms, or terms that are never enforced, which risks the mark being treated as abandoned (a naked licence).
- Granting rights wider than intended, for example worldwide and all-classes when you only meant one product in one country.
- No clear royalty base or audit right, so you cannot check what you are owed.
- Forgetting the no-challenge and goodwill clauses, which leaves ownership open to dispute.
- No sell-off or wind-down rules, so branded goods keep circulating after termination. ## A note on jurisdiction Trademark licensing rules vary by jurisdiction, so do not assume one wording fits everywhere. - **United States.** Quality control is central. Under the Lanham Act, use by a related company benefits the owner only if the owner controls quality (15 U.S.C. Section 1055). A licence with no real control can be a naked licence and lead to abandonment of the mark.
- **India.** A licensee can be recorded as a registered user under Sections 48 and 49 of the Trade Marks Act, 1999, through a joint application with the written agreement and the proprietor's affidavit. Permitted use benefits the proprietor and counts as the proprietor's use. Registration is not always compulsory, but it brings statutory benefits.
- **United Kingdom, European Union, Singapore, Australia.** Licences are recognised and can usually be recorded on the register, which can affect rights against third parties and the ability to claim certain remedies. Recordal rules and the effect of non-recordal differ, so check the local register's requirements. Across all of them, the safe approach is specific quality standards that are actually enforced, a clear territory and term, and recordal where it brings a real benefit. Last verified October 2026. ## Where one contract workspace helps A template gets you a sound trademark licence. The work that follows is ongoing: keeping quality-control, royalty and territory terms consistent across many licensees, reviewing each signed version for weak spots before it goes out, remembering renewal and audit dates, and keeping versions straight as the brand programme grows. Drafting the licence, reviewing each signed version for weak spots, and tracking quality-control, royalty, territory, renewal and audit terms across many licensees can run as one job in a single AI workspace tuned to how your company licenses its brand. [Adira](https://adiralaw.com) is one workspace of that sort. This template alone is enough to put a fair licence in place.