Licence of trade marks
Using this document, a trade mark owner may licence rights in trade marks to another person. The trade mark rights may be registered or unregistered or both. The rights granted will vary from licence to licence. The document is relatively flexible, and may be edited to the advantage of either party.
The trade mark licence assumes that the rights in question arise under English law.
In English law, licences of registered trade marks must be written down and signed by the licensor, or by a person acting on behalf of the licensor. Some licences should be registered with the relevant authorities; in the case of UK registered trade marks, that means the UK Intellectual Property Office.Ask about this document
Licence of trade marks contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- Delivery of
: provision of trade marks.LicensorTrade Marks
- Licence of
: licence to use trade marks; sub-licensing of rights to use trade marks; trade mark style guide; standard of use of trade marks; use of trade mark symbols; prohibition on actions liable to damage trade marks; restrictions relating to similar trade marks; goodwill in trade marks; trade marks further assurance; exceptions to territorial restrictions in trade mark licence; specific request to cease use of trade marks; right to make reasonable demands in relation to use of trade marks; identify trade mark licensor on each public use; no assignment of trade marks; no implied rights to trade marks; trade marks upon termination.LicensorTrade Marks
- Consideration: consideration benefiting first party.
- Warranties: first party warranty of authority; warranties of non-infringement of trade mark; second party warranty of authority; exclusion of implied warranties and representations.
- Third party infringement of
: notification of third party trade mark infringement; application of Section 30 of the Trade Marks Act 1994; application of Section 31 of the Trade Marks Act 1994; assistance with third party trade mark infringement.LicensorTrade Marks
- Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss.
- Termination: termination without cause by first party; termination without cause by second party; termination by first party upon breach; termination by second party upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed.
- Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.