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Brand Licence Agreement for the United Kingdom

Brand Licence Agreement Template for England and Wales

A Brand Licence Agreement under English and Welsh law is a legally binding contract that allows one party (licensee) to use another party's (licensor's) brand assets, including trademarks, logos, and associated intellectual property, under specified conditions. The agreement details the scope of permitted use, quality control requirements, financial terms, and territorial restrictions while ensuring compliance with UK intellectual property and competition laws.

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What is a Brand Licence Agreement?

A Brand Licence Agreement is essential when a brand owner wishes to permit another entity to use their brand assets while maintaining control over their intellectual property. This document, governed by English and Welsh law, establishes the framework for brand usage, including quality standards, territory restrictions, and commercial terms. It's particularly relevant in scenarios involving merchandise licensing, franchise operations, or brand extensions. The agreement ensures compliance with UK trademark law while protecting the brand owner's rights and maintaining brand integrity.

What sections should be included in a Brand Licence Agreement?

1. Parties: Identification of licensor and licensee with full legal details

2. Background: Context of the agreement, ownership of brand rights, and purpose of licence

3. Definitions: Key terms used throughout the agreement including Licensed Marks, Territory, Term

4. Grant of Licence: Scope and nature of licence (exclusive/non-exclusive), permitted uses, territory

5. Quality Control: Standards, approval processes, and inspection rights

6. Payment Terms: Royalties, payment schedules, reporting requirements

7. Protection of IP Rights: Maintenance of registrations, infringement procedures

8. Term and Termination: Duration, renewal options, termination rights

9. Boilerplate Clauses: Standard legal provisions including governing law, notices, assignment

What sections are optional to include in a Brand Licence Agreement?

1. Sub-licensing Rights: Terms for sub-licensing when licensee needs to appoint sub-licensees. Include when sub-licensing is permitted.

2. Minimum Performance Requirements: Sales targets and minimum royalties. Include for performance-based licences.

3. Marketing Obligations: Marketing commitments and approval processes. Include when specific marketing requirements exist.

4. Distribution Requirements: Channel restrictions and territory-specific requirements. Include for retail/distribution focused licences.

What schedules should be included in a Brand Licence Agreement?

1. Schedule 1 - Licensed Marks: Details and images of all licensed trademarks and brand assets

2. Schedule 2 - Licensed Products/Services: Specific products or services covered by the licence

3. Schedule 3 - Quality Standards: Detailed quality requirements and specifications

4. Schedule 4 - Royalty Calculations: Detailed royalty rates and calculation methods

5. Schedule 5 - Brand Guidelines: Technical specifications for brand usage

6. Schedule 6 - Approval Procedures: Detailed processes for obtaining licensor approvals

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

England and Wales

Publisher

Ƶ

Document Type

Lien Notice

Cost

Free to use
Relevant legal definitions


























Clauses
































Industries

Trade Marks Act 1994: Primary legislation governing trademark registration, protection, licensing provisions, and infringement. Defines rights conferred by registered trademarks and enforcement mechanisms.

Copyright, Designs and Patents Act 1988: Legislation protecting artistic works including logos, establishing moral rights, and governing assignment and licensing provisions for intellectual property.

Passing Off (Common Law): Common law doctrine protecting unregistered marks, goodwill, and business reputation from misrepresentation.

Competition Act 1998: Regulates anti-competitive agreements, market dominance considerations, and territorial restrictions in licensing arrangements.

Consumer Rights Act 2015: Legislation governing consumer protection and quality standards when licensed products are intended for consumer use.

Data Protection Act 2018 & UK GDPR: Laws governing personal data processing and cross-border data transfers that may be relevant to brand licensing operations.

Contract Law (Common Law): Common law principles governing contract formation, consideration, terms and conditions, and termination provisions.

EU Trade Mark Regulations: European regulations relevant when the brand has EU protection or cross-border implications.

International Treaties: International agreements including the Paris Convention and Madrid Protocol governing international trademark registrations and protection.

Industry-Specific Regulations: Sector-specific regulations that may apply depending on the nature of products or services being licensed.

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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