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Trademark License Agreement
"I need a trademark license agreement for a 3-year term, granting non-exclusive rights to use our brand in North America, with a 5% royalty on gross sales and quarterly reporting requirements."
What is a Trademark License Agreement?
A Trademark License Agreement lets a trademark owner give another party permission to use their registered mark in the Philippines. Think of it like renting out your brand identity - the owner (licensor) keeps their rights while allowing someone else (licensee) to use the mark under specific terms and quality controls.
Under Philippine IP law, these agreements must spell out exactly how the trademark can be used, in which territories, for what products or services, and for how long. They also need to include payment terms (usually royalties) and rules to protect the mark's reputation. Filing these agreements with the IP Office of the Philippines helps enforce them if disputes come up.
When should you use a Trademark License Agreement?
Use a Trademark License Agreement when you want to let others profit from your trademark while maintaining control over your brand in the Philippines. Common scenarios include franchising your business, launching merchandise partnerships, or expanding into new markets through local distributors.
The agreement becomes essential before any third party starts using your mark - it protects your rights and sets clear boundaries. For example, a restaurant chain licensing its brand to franchisees needs this agreement to control quality standards and collect royalties. Similarly, manufacturers partnering with local distributors use it to maintain brand consistency across different regions.
What are the different types of Trademark License Agreement?
- Exclusive License: Grants sole rights to use the trademark in a specific territory or industry, preventing the owner from licensing it to others
- Non-exclusive License: Allows multiple licensees to use the same trademark, common in merchandising and retail
- Master License: Gives the licensee authority to grant sub-licenses, typically used in nationwide franchising
- Limited-scope License: Restricts trademark use to specific products, services, or regions within the Philippines
- Quality-control License: Emphasizes strict compliance with brand standards and regular inspections, popular in food and beverage franchising
Who should typically use a Trademark License Agreement?
- Trademark Owners: Businesses or individuals who have registered marks with the Philippine IP Office and want to license their use while maintaining control
- Franchisors: Companies expanding their brand through franchising, especially in retail, food, and service industries
- Corporate Lawyers: Draft and review agreements to ensure compliance with Philippine IP laws and protect client interests
- Licensees: Business operators who pay to use the licensed trademark, like franchisees or distributors
- IP Consultants: Advise on trademark valuation, royalty structures, and compliance monitoring
How do you write a Trademark License Agreement?
- Trademark Details: Gather registration numbers, classes, and current usage from the Philippine IP Office database
- Usage Scope: Define exact territories, products, and services covered by the license
- Quality Standards: Document specific brand guidelines, quality control measures, and inspection procedures
- Financial Terms: Determine royalty rates, payment schedules, and minimum guaranteed payments
- Duration Terms: Specify license period, renewal conditions, and termination circumstances
- Compliance Check: Use our platform to generate a customized agreement that meets Philippine IP law requirements
What should be included in a Trademark License Agreement?
- Party Details: Full legal names, addresses, and authority of licensor and licensee under Philippine law
- Trademark Description: Registration numbers, classes, and visual representation of the licensed marks
- License Scope: Specific territory, products/services, and exclusivity terms
- Quality Control: Standards, inspection rights, and approval procedures
- Financial Terms: Royalty rates, payment schedules, and reporting requirements
- Term and Termination: Duration, renewal options, and grounds for early termination
- Governing Law: Explicit reference to Philippine IP Code 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 in both scope and application under Philippine intellectual property law. While both protect intellectual property rights, they serve distinct purposes and cover different types of assets.
- Protected Subject Matter: Trademark licenses cover brand identifiers like logos and names, while copyright licenses protect creative works like books, music, or software
- Duration of Protection: Trademarks can be renewed indefinitely with proper use and maintenance, while copyrights have a fixed term under Philippine law
- Quality Control Requirements: Trademark licenses must include strict quality control provisions to maintain brand consistency, which isn't typically necessary in copyright licenses
- Commercial Purpose: Trademark licenses focus on maintaining brand reputation and market recognition, while copyright licenses primarily control the reproduction and distribution of creative content
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