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Trademark Sublicense Agreement for Germany

Trademark Sublicense Agreement Template for Germany

This document is a comprehensive Trademark Sublicense Agreement governed by German law and compliant with EU regulations. It establishes the terms and conditions under which a licensed trademark holder (sublicensor) grants rights to another party (sublicensee) to use specific trademarks in defined territories. The agreement incorporates essential elements required under German trademark law (Markengesetz), including quality control provisions, usage restrictions, and compliance with EU competition law. It addresses key aspects such as royalty payments, quality standards, enforcement rights, and termination conditions, while ensuring alignment with the master license agreement.

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What is a Trademark Sublicense Agreement?

The Trademark Sublicense Agreement is essential when a primary trademark licensee wishes to extend trademark usage rights to third parties while maintaining control over the trademark's reputation and value. This document is specifically designed for use under German law and EU regulations, typically employed in situations where business expansion, distribution networks, or territorial development require sublicensing arrangements. The agreement carefully balances the interests of all parties - the master licensor, sublicensor, and sublicensee - while ensuring compliance with German trademark law and EU competition regulations. It includes detailed provisions for quality control, payment terms, territorial restrictions, and enforcement mechanisms, making it suitable for complex commercial arrangements where trademark protection and brand value preservation are paramount.

What sections should be included in a Trademark Sublicense Agreement?

1. Parties: Identification of the sublicensor and sublicensee, including full legal names and registered addresses

2. Background: Context of the agreement, including reference to the master license and authority to sublicense

3. Definitions: Key terms used throughout the agreement, including description of the licensed marks and territory

4. Grant of License: Scope of the sublicense, including type (exclusive/non-exclusive), territory, and permitted uses

5. License Fees and Payment Terms: Financial terms including royalties, payment schedules, and reporting requirements

6. Quality Control: Standards for use of the trademark and quality control measures to maintain trademark validity

7. Protection of the Trademark: Obligations regarding trademark protection, infringement reporting, and enforcement

8. Representations and Warranties: Statements regarding authority to grant sublicense and trademark validity

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Post-Termination Obligations: Actions required after agreement ends, including cessation of use and return of materials

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

12. General Provisions: Standard clauses including governing law, notices, and entire agreement

What sections are optional to include in a Trademark Sublicense Agreement?

1. Sublicensee's Right to Sublicense: Include when further sublicensing is permitted, specifying conditions and restrictions

2. Marketing and Promotion: Include when specific marketing requirements or restrictions need to be detailed

3. Trademark Usage Guidelines: Include when detailed guidelines for trademark usage need to be incorporated in main agreement rather than schedule

4. Audit Rights: Include for complex agreements where detailed audit provisions are necessary

5. Insurance: Include when specific insurance requirements are needed to protect trademark value

6. Dispute Resolution: Include when specific dispute resolution mechanisms (mediation/arbitration) are preferred over court proceedings

7. Local Registration: Include when trademark registration in specific territories needs special attention

What schedules should be included in a Trademark Sublicense Agreement?

1. Schedule 1 - Licensed Trademarks: Detailed list and images of licensed trademarks, including registration numbers

2. Schedule 2 - Territory: Detailed description of geographical areas where sublicense is valid

3. Schedule 3 - Quality Control Standards: Detailed quality control requirements and inspection procedures

4. Schedule 4 - Trademark Usage Guidelines: Detailed guidelines for proper trademark usage and brand standards

5. Schedule 5 - Royalty Calculations: Detailed method for calculating royalties and reporting requirements

6. Appendix A - Master License Agreement: Copy or relevant excerpts of the master license agreement

7. Appendix B - Approved Products/Services: List of products or services approved for trademark usage

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions












































Clauses









































Relevant Industries

Retail

Consumer Goods

Fashion and Luxury

Technology

Manufacturing

Franchising

Entertainment

Sports

Pharmaceuticals

Food and Beverage

Automotive

Media and Publishing

Relevant Teams

Legal

Intellectual Property

Brand Management

Commercial

Business Development

Compliance

International Operations

Licensing

Corporate Affairs

Marketing

Relevant Roles

Legal Counsel

Intellectual Property Manager

Brand Manager

Licensing Director

Commercial Director

Business Development Manager

Compliance Officer

Contract Manager

General Counsel

Chief Legal Officer

Trademark Attorney

Franchise Manager

International Business Manager

Industries







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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