Non Exclusive Trademark License Agreement Template for Canada

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Key Requirements PROMPT example:

Non Exclusive Trademark License Agreement

"I need a Non-Exclusive Trademark License Agreement for licensing my registered clothing brand trademark to a manufacturer in Ontario, Canada, starting January 2025, with strict quality control provisions and a 5% royalty rate on net sales."

Document background
The Non-Exclusive Trademark License Agreement is a crucial document for businesses seeking to monetize their trademark assets or expand their market presence through controlled licensing arrangements in Canada. This agreement is commonly used when a trademark owner wishes to maintain control over their marks while generating revenue through multiple licensing relationships. It includes essential provisions required under Canadian trademark law for maintaining the marks' distinctiveness and the licensor's control over quality and usage. The document addresses key aspects such as territory restrictions, quality control measures, royalty structures, and termination rights, while ensuring compliance with Canadian federal and provincial legislation, including the Trademarks Act and Competition Act. This type of agreement is particularly valuable for businesses expanding through licensing while preserving the flexibility to enter into additional licensing arrangements with other parties.
Suggested Sections

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

2. Background: Context of the agreement, including details about the trademark ownership and parties' intentions

3. Definitions: Definitions of key terms used throughout the agreement, including 'Licensed Marks', 'Territory', 'Term', and 'Licensed Products'

4. Grant of License: Specific details of the non-exclusive license grant, including scope, territory, and permitted uses

5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination

6. License Fees and Royalties: Payment terms, royalty rates, calculation methods, and payment schedules

7. Quality Control: Standards for using the trademark and Licensor's right to inspect and approve usage

8. Protection of the Licensed Marks: Obligations regarding trademark protection, infringement reporting, and enforcement

9. Representations and Warranties: Parties' representations regarding trademark ownership, authority to enter agreement, and other key assurances

10. Indemnification: Mutual or unilateral indemnification obligations for various risks and losses

11. Confidentiality: Protection of confidential information exchanged during the license relationship

12. General Provisions: Standard clauses including governing law, notices, assignment, and entire agreement

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 imposed

3. Minimum Performance Requirements: Include when Licensee must meet specific sales or performance targets

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

5. Insurance Requirements: Include when specific insurance coverage is required for the Licensee

6. Right of First Refusal: Include when Licensee is granted priority rights for additional territories or products

7. Alternative Dispute Resolution: Include when parties prefer mediation or arbitration over litigation

Suggested Schedules

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

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

3. Schedule C - Quality Control Standards: Detailed specifications for trademark usage and product quality requirements

4. Schedule D - Territory: Detailed description of geographic territories where license is valid

5. Schedule E - Royalty Calculations: Detailed methodology for calculating royalties, including examples

6. Schedule F - Approved Forms of Trademark Display: Examples and guidelines for proper trademark usage and placement

7. Appendix 1 - Trademark Registration Certificates: Copies of official trademark registration certificates

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 | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Retail

Manufacturing

Consumer Goods

Technology

Fashion and Apparel

Food and Beverage

Entertainment

Sports and Recreation

Pharmaceuticals

Franchising

Professional Services

Software and Digital Products

Relevant Teams

Legal

Intellectual Property

Brand Management

Business Development

Commercial

Quality Assurance

Compliance

Executive Leadership

Finance

Marketing

Relevant Roles

Legal Counsel

Intellectual Property Lawyer

Trademark Attorney

Licensing Manager

Brand Manager

Commercial Director

Business Development Manager

Chief Legal Officer

Intellectual Property Director

Contract Manager

Quality Assurance Manager

Compliance Officer

Chief Executive Officer

Chief Commercial Officer

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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