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Trademark License Agreement
I need a trademark license agreement that grants a New Zealand-based company the right to use our trademark for a period of 3 years, with provisions for quality control and royalty payments based on sales. The agreement should include a termination clause for breach of contract and specify the jurisdiction as New Zealand.
What is a Trademark License Agreement?
A Trademark License Agreement lets you legally grant someone else permission to use your registered trademark in NZ. It's like renting out your brand's identity - the owner keeps their rights but allows another business to use their logo, name, or other protected marks under specific terms.
These agreements spell out crucial details like payment (usually royalties), quality standards, and how the mark can be used. Under New Zealand's Trade Marks Act 2002, proper licensing helps trademark owners maintain control while earning from their intellectual property, and protects both parties by clearly documenting their rights and obligations.
When should you use a Trademark License Agreement?
Use a Trademark License Agreement when you're ready to let another business use your trademark while keeping ownership and control. Common situations include franchising your brand, launching merchandise partnerships, or expanding into new markets through local distributors in New Zealand.
The agreement becomes essential before any third party starts using your mark - especially when entering manufacturing deals, cross-promotional campaigns, or retail partnerships. Getting it in place early protects your brand's reputation, sets clear quality standards, and creates a reliable revenue stream through royalties or licensing fees. It also helps meet the Trade Marks Act's requirements for maintaining your rights.
What are the different types of Trademark License Agreement?
- Exclusive License: Grants sole rights to use the trademark in specific regions or industries - common in franchise agreements and territorial distribution deals
- Non-exclusive License: Allows multiple licensees to use the mark simultaneously, ideal for merchandise and promotional partnerships
- Master License: Empowers the licensee to grant sub-licenses to others, often used for nationwide or regional brand expansion
- Limited Use License: Restricts trademark use to specific products, services, or time periods - popular for short-term collaborations or test markets
Who should typically use a Trademark License Agreement?
- Trademark Owners: Businesses or individuals who have registered marks with IPONZ and want to license their use while maintaining control and generating revenue
- Licensees: Companies seeking permission to use established trademarks for their products or services, often retailers, manufacturers, or distributors
- IP Lawyers: Draft and review agreements to ensure compliance with NZ trademark laws and protect both parties' interests
- Brand Managers: Monitor licensee compliance with quality standards and usage guidelines specified in the agreement
- Quality Control Teams: Inspect licensed products or services to maintain brand standards
How do you write a Trademark License Agreement?
- Trademark Details: Gather registration numbers, dates, and exact descriptions from IPONZ records
- Usage Scope: Define specific products, services, and territories where the mark can be used
- Quality Standards: Document required product specifications, service levels, and brand guidelines
- Financial Terms: Determine royalty rates, payment schedules, and minimum guaranteed payments
- Duration Details: Specify agreement length, renewal options, and termination conditions
- Compliance Points: List reporting requirements, inspection rights, and dispute reֱ processes
What should be included in a Trademark License Agreement?
- Parties Section: Full legal names, registered addresses, and company numbers of licensor and licensee
- Trademark Details: Registration numbers, classes, and descriptions as registered with IPONZ
- License Grant: Clear scope of rights, exclusivity status, and territorial limitations
- Quality Control: Standards, inspection rights, and approval processes for trademark use
- Financial Terms: Royalty calculations, payment schedules, and reporting requirements
- Term and Termination: Duration, renewal options, and grounds for early termination
- Governing Law: Explicit reference to New Zealand law and jurisdiction
What's the difference between a Trademark License Agreement and a Copyright License Agreement?
A Trademark License Agreement differs significantly from a Copyright License Agreement, though both deal with intellectual property rights. Here are the key distinctions that matter under New Zealand law:
- Protected Subject Matter: Trademark licenses cover distinctive brand elements like logos, names, and slogans, while copyright licenses deal with creative works like text, music, or artwork
- Duration of Protection: Trademarks can last indefinitely with proper renewal and use, whereas copyright protection has a fixed term under NZ law
- Quality Control Requirements: Trademark licenses must include strict quality control provisions to maintain brand standards; copyright licenses typically don't require this level of ongoing oversight
- Commercial Focus: Trademark licensing primarily serves business branding and market expansion, while copyright licensing often focuses on content distribution and creative rights management
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