trademark-license-agreement

name	trademark-license-agreement
title	Trademark License Agreement
description	Drafts a U.S. Trademark License Agreement governing a licensor's grant of rights to a licensee for authorized use of registered or common law marks. Covers exclusivity, field of use, territory, quality control, royalties, audit rights, and termination. Use when drafting IP licensing deals, brand licensing arrangements, co-branding agreements, or any transaction requiring controlled trademark use by a third party.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/trademark-license-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	us
practice	ip
language	en
tags	["agreement","drafting","transactional"]

Trademark License Agreement

Drafts a defensible Trademark License Agreement that protects mark ownership and goodwill while establishing enforceable commercial terms for licensee use.

Prerequisites

1. Party details — full legal names, entity types, jurisdictions of organization, principal places of business
2. Licensed marks — mark names, registration numbers, jurisdictions (registered or common law), visual representations for Exhibit A
3. License scope — exclusive or non-exclusive; field of use; licensed products/services (specific categories, not broad descriptions)
4. Territory — countries, states, or distribution channels; treatment of online/passive internet sales
5. Financial terms — upfront fees, royalty rate (% of Net Sales or per-unit), minimum guarantees, payment frequency
6. Term — initial duration, auto-renewal mechanics, notice period for non-renewal
7. Quality control requirements — approval process, sample submission timelines, applicable standards

Output Structure

1. Header & Recitals

• Title: TRADEMARK LICENSE AGREEMENT
• Effective date, full party identification, defined terms ("Licensor," "Licensee")
• Recitals: licensor's mark ownership; licensee's desire for authorized use

2. Grant of License

Element	Requirement
Exclusivity	State exclusive or non-exclusive; exclusive = licensor cannot grant others in territory
Transferability	Non-transferable and non-sublicensable unless expressly permitted
Field of use	Tied to licensed products/services; no open-ended descriptions
Permitted uses	Enumerate: advertising, packaging, digital media
Rights reserved	All rights not expressly granted reserved to licensor

3. Licensed Marks (Exhibit A)

• Reference Exhibit A for visual representations, registration numbers, jurisdictions
• Specify required symbols (®, ™, ℠) per mark
• Address combination use with licensee's or third-party marks; state prominence requirements

4. Licensed Products & Services

• Specific product categories or service descriptions; avoid broad class-level language
• Approval process for expanding scope during term