Trademark Licence
Also called: Brand Licence Clause · Trademark Usage Rights
A trademark licence grants permission to use another party's brand name, logo, or trademark under defined conditions — commonly in reseller, franchise, or co-marketing relationships. Unlike other IP licences, trademark licensors typically retain an ongoing right to control quality, since unchecked use can damage the brand itself.
In more detail
Trademark law in most jurisdictions requires the licensor to actually exercise some quality control over licensed use — an "uncontrolled" or "naked" licence, where the owner exercises no oversight at all, can risk weakening or even invalidating the trademark's legal protection.
The clause should define precisely what marks are licensed, for what specific uses (packaging, marketing, product co-branding), and any style guide or brand-usage standards the licensee must follow — vague permission to "use our logo" invites inconsistent, potentially damaging use.
Termination terms matter particularly here — a trademark licence should specify that all use must stop immediately on termination, since continued use of a brand after the relationship ends can create genuine confusion in the market about who's actually behind the product or service.
A software company licenses its trademark to a reseller for use in co-branded marketing materials, subject to a style guide governing logo placement and colour usage, and requiring all use to cease immediately if the reseller agreement is terminated.
What our lawyers check
- Precisely which marks are licensed, and for what specific uses
- Whether quality-control or brand-guideline requirements are specified
- What happens to licensed use immediately on termination
- Whether the licence is exclusive, and within what territory
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
All glossary terms