Choice of Law – Forum – The choice of legislation is preferable because it offers some security with regard to the application of the licensing agreement. In addition, courts often impose the choice of litigation clauses as long as the forum has a reasonable and logical relationship with the parties and the license. Termination and right of appeal – This provision is contained in a licence to encourage parties to cooperate in the settlement of small disputes arising from the agreement. In the event of an infringement, the defaulting party will have the opportunity to remedy this deficiency within a specified period of time. If the defaulting party continues to violate the agreement, the uninjured party has the right to terminate the contract. Quality control – A detailed quality control clause is essential for a brand license. The control by the licensee is necessary, because the mark represents the reputation and goodwill of the owner. Consumers rely on a brand owner`s reputation for the quality of goods or services when making purchasing decisions. It is typical for the licensee to recite that “any goodwill for the benefit of the licensee inures”.
These are some of the most common provisions contained in a trademark licensing agreement, if you need a lawyer for more detailed questions, please contact our office for a courtesy consultation with one of our brand lawyers. If you are a patent holder who is willing to create a patent licensing agreement, you should know before you start – both about the different types of patent licensing agreements and how you design them. Insurance – This provision requires the policyholder to receive insurance in order to protect the donor from liability in the event of claims against the taker and to possibly cover the inability of the taker to fulfil his obligations under the license agreement. Definitions – There is often a definition section (keywords are defined in the agreement). (C) Not exclusively – rights may be granted to other third-party licensees, and the licensee may also use the trademark in trade. Brand licensing agreements are very different in length and subtleties. Although many licenses have a similar structure, each license contains different details and clauses based on the products or services granted. While it is more common to license brands as service marks, licensing agreements may include products or services. In addition, licensing agreements are often federally registered trademarks, but unregistered trademarks may also be licenses. As far as registration is concerned, some countries retain the legal obligation to cover licensing agreements. The United States does not require a trademark license from the United States Patent trademark Office. Goods or services, Duration and Territory – Identify the type of products or services that the licensee will offer under the brand, duration of contract and geographic area in which the marks are granted.
In addition to identifying goods or services, licensed uses are often indicated. The agreement may indicate, for example. B, that the following uses are permitted: manufacturing, sale, promotion, distribution and/or advertising. In addition, the licensee may restrict or authorize the following distribution channels, stationary trade, Internet sales, wholesale or retail trade or sales, limited to certain stores or consumer categories.