Trademark Sublicence Agreement Template for United States

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Key Requirements PROMPT example:

Trademark Sublicence Agreement

"I need a Trademark Sublicence Agreement for my sports apparel company to sublicense our trademarked logo to manufacturers in Asia, with strict quality control provisions and a 5% royalty rate on net sales, with the agreement to commence on March 1, 2025."

Document background
The Trademark Sublicence Agreement is essential in situations where a primary licensee wishes to extend trademark usage rights to third parties while maintaining control over the trademark's reputation and value. This document is commonly used in franchising, retail expansion, and brand licensing scenarios where multiple layers of trademark rights are needed. The agreement must comply with US federal trademark law (primarily the Lanham Act) and state contract laws, ensuring proper quality control measures are in place to maintain trademark validity. It typically includes detailed provisions about permitted uses, territories, royalty structures, and approval processes. The document is crucial for businesses looking to expand their brand reach while maintaining control over their intellectual property and ensuring compliance with the original master license agreement.
Suggested Sections

1. Parties: Identification of all parties including the main licensor, sublicensor, and sublicensee

2. Background: Context of the agreement, including confirmation of the sublicensor's right to grant sublicenses

3. Definitions: Key terms used throughout the agreement, including definition of the licensed marks and territory

4. Grant of Sublicense: Scope of the sublicense, including permitted uses and any territorial restrictions

5. Quality Control: Requirements for maintaining quality standards and approval processes for trademark usage

6. Sublicensee Obligations: Specific duties of the sublicensee including reporting, compliance, and maintenance of standards

7. Royalties and Payments: Financial terms including royalty rates, payment schedules, and reporting requirements

8. Protection of the Marks: Provisions for maintaining and defending the trademark rights

9. Representations and Warranties: Statements of fact and promises by each party regarding their rights and authority

10. Term and Termination: Duration of the agreement and circumstances allowing for termination

11. Post-Termination Obligations: Requirements following the end of the agreement, including cessation of use

12. Confidentiality: Protection of confidential information exchanged during the agreement

13. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution

14. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments

Optional Sections

1. Exclusivity: Terms granting exclusive rights in certain territories or for certain uses - include when exclusivity is part of the commercial arrangement

2. Minimum Performance Requirements: Specific sales or usage targets the sublicensee must meet - include when there are performance expectations

3. Marketing and Promotion: Requirements for marketing the branded products/services - include when specific marketing obligations exist

4. Sub-sublicensing Rights: Rights to grant further sublicenses - include when sub-sublicensing is permitted

5. Insurance Requirements: Specific insurance coverage requirements - include for high-risk products or services

6. Export Control: Provisions regarding international trade restrictions - include for cross-border arrangements

7. Data Protection: Provisions for handling personal data - include when personal data processing is involved

8. Change of Control: Provisions dealing with ownership changes - include for strategic relationships

Suggested Schedules

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

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

3. Schedule 3 - Quality Standards: Detailed quality control requirements and specifications

4. Schedule 4 - Territory: Detailed description of geographic territories where use is permitted

5. Schedule 5 - Royalty Calculations: Detailed methodology for calculating royalties

6. Schedule 6 - Brand Guidelines: Specific requirements for trademark usage and brand presentation

7. Appendix A - Approval Procedures: Step-by-step process for obtaining approval for trademark usage

8. Appendix B - Reporting Templates: Standard forms for required periodic reports

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

Consumer Goods

Fashion and Apparel

Technology

Entertainment

Sports and Recreation

Food and Beverage

Franchising

Manufacturing

Media and Publishing

Gaming

Pharmaceuticals

Automotive

Electronics

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Marketing

Brand Management

Compliance

Licensing

Finance

International Operations

Relevant Roles

Legal Counsel

Intellectual Property Attorney

Licensing Manager

Brand Manager

Commercial Director

Business Development Manager

Franchise Manager

Chief Legal Officer

Intellectual Property Director

Contracts Manager

General Counsel

Marketing Director

Chief Commercial Officer

Trademark Administrator

Compliance 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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