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Simple Trademark License Agreement Template for Canada

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Key Requirements PROMPT example:

Simple Trademark License Agreement

"I need a Simple Trademark License Agreement for my fashion retail company to license our registered clothing brand trademark to a manufacturer in Western Canada, with a 5-year term starting January 2025, including quality control provisions for fabric standards and exclusive territory rights for British Columbia and Alberta."

Document background
The Simple Trademark License Agreement is a fundamental legal instrument used when a trademark owner wishes to grant another party the right to use their trademark(s) in Canada while maintaining control over their intellectual property. This agreement is particularly suitable for straightforward licensing arrangements where the scope of use is well-defined and the relationship between parties is relatively uncomplicated. The document complies with Canadian federal trademark law requirements, including mandatory quality control provisions, and can be used across all provinces and territories. It typically includes specific terms regarding usage rights, territorial limitations, quality standards, and compensation structure. This agreement type is commonly used in various commercial contexts, from product manufacturing to service delivery, and can be adapted to both exclusive and non-exclusive licensing arrangements while maintaining the essential protections required under Canadian law.
Suggested Sections

1. Parties: Identification of the Licensor and Licensee with full legal names and addresses

2. Background: Context of the agreement, including description of the trademark owner's rights and the purpose of the license

3. Definitions: Key terms used throughout the agreement, including 'Licensed Marks', 'Territory', and 'Licensed Products/Services'

4. Grant of License: Scope of the license granted, including territory, exclusivity/non-exclusivity, and permitted uses

5. Quality Control: Licensor's right to control quality of products/services and specific quality standards to be maintained

6. Usage Guidelines: Specific requirements for how the trademark must be used, including format, appearance, and notices

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

8. Fees and Payment: License fees, royalties, payment terms, and reporting requirements

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

10. Protection of the Marks: Obligations regarding trademark protection and infringement

11. Governing Law: Specification of Canadian law as governing law and jurisdiction for disputes

12. General Provisions: Standard boilerplate clauses including notice, assignment, and amendment provisions

Optional Sections

1. Sublicensing Rights: Include when licensee is permitted to sublicense the trademark to third parties

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

3. Audit Rights: Include for licenses involving royalty payments based on sales or usage

4. Insurance Requirements: Include when licensee is required to maintain specific insurance coverage

5. Export Controls: Include when licensed products may be subject to export regulations

6. Language Requirements: Include specific provisions for Quebec or bilingual requirements if applicable

7. Dispute Resolution: Include detailed alternative dispute resolution procedures if desired

8. Minimum Performance Requirements: Include when license is contingent on achieving specific sales or usage targets

Suggested Schedules

1. Schedule A - Licensed Marks: Detailed list of licensed trademarks including registration numbers and status

2. Schedule B - Licensed Products/Services: Comprehensive list of products or services covered by the license

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

4. Schedule D - Usage Guidelines: Visual guidelines and specifications for trademark usage

5. Schedule E - Fee Schedule: Detailed breakdown of license fees, royalty rates, and payment terms

6. Appendix 1 - Approval Procedures: Step-by-step procedures for obtaining approval for trademark usage

7. Appendix 2 - Reporting Templates: Standard forms for usage reports and royalty calculations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses






























Relevant Industries

Retail

Consumer Goods

Fashion and Apparel

Food and Beverage

Technology

Entertainment

Sports

Manufacturing

Franchising

Merchandising

Professional Services

Publishing

Media and Broadcasting

Relevant Teams

Legal

Intellectual Property

Brand Management

Licensing

Commercial

Business Development

Compliance

Marketing

Corporate Affairs

Relevant Roles

Legal Counsel

Intellectual Property Manager

Brand Manager

Licensing Director

Commercial Director

Business Development Manager

Corporate Counsel

Trademark Attorney

Contracts Manager

Chief Legal Officer

Chief Executive Officer

Marketing Director

Compliance Officer

General Counsel

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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