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Intercompany Trademark License Agreement for Australia

Intercompany Trademark License Agreement Template for Australia

This document is an Australian law-governed agreement that establishes the terms and conditions for licensing trademarks between related entities within a corporate group structure. It covers essential elements including license scope, quality control requirements, payment terms, and compliance with Australian trademark legislation. The agreement addresses specific requirements under Australian law, including compliance with the Trade Marks Act 1995 (Cth) and Competition and Consumer Act 2010 (Cth), while maintaining appropriate intercompany relationships and governance structures.

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What is a Intercompany Trademark License Agreement?

The Intercompany Trademark License Agreement is essential for corporate groups operating in Australia who need to establish clear legal frameworks for trademark usage between related entities. This document is typically used when a parent company or designated IP holding company needs to license trademark rights to subsidiaries or affiliated entities within the same corporate group. It ensures compliance with Australian trademark law while maintaining proper corporate governance and brand control. The agreement includes provisions for quality control, royalty payments, and usage parameters, all structured within the context of Australian legal requirements and intercompany relationships. It's particularly important for multinational companies operating in Australia and domestic corporate groups managing their intellectual property rights across multiple entities.

What sections should be included in a Intercompany Trademark License Agreement?

1. Parties: Identification of the licensor and licensee entities, including registration details and addresses

2. Background: Context of the agreement, relationship between the parties, and ownership of the trademarks

3. Definitions: Key terms used throughout the agreement, including specific trademark and territory definitions

4. Grant of License: Scope of the license, including territory, exclusivity, and permitted use of the trademarks

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Quality Control: Standards for trademark usage and licensor's right to monitor and control quality

7. Payment Terms: Royalty rates, calculation methods, and payment schedules

8. Maintenance and Protection: Responsibilities for maintaining trademark registrations and protecting against infringement

9. Representations and Warranties: Basic warranties regarding trademark ownership and right to license

10. Confidentiality: Protection of confidential information exchanged under the agreement

11. General Provisions: Standard clauses including governing law, notices, and amendment procedures

What sections are optional to include in a Intercompany Trademark License Agreement?

1. Sublicensing Rights: Include when the licensee needs the right to sublicense to other group entities

2. Tax Provisions: Detailed tax handling for cross-border arrangements or specific tax jurisdiction requirements

3. Insurance: Include when specific insurance requirements are needed for trademark usage

4. Change of Control: Include for agreements where corporate restructuring implications need to be addressed

5. Exit Provisions: Include when specific provisions are needed for corporate reorganization or divestment

6. Marketing and Promotion: Include when specific requirements for marketing and promoting the branded products are needed

7. Dispute Resolution: Include when specific internal group dispute resolution procedures are required

What schedules should be included in a Intercompany Trademark License Agreement?

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

2. Schedule 2 - Licensed Territory: Detailed description of geographical territories where license is granted

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

4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and examples

5. Schedule 5 - Brand Guidelines: Technical specifications and usage guidelines for the trademarks

6. Appendix A - Trademark Specimens: Visual representations of the licensed trademarks

7. Appendix B - Approval Procedures: Procedures for obtaining approval for new trademark uses or materials

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Sector

Cost

Free to use

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