Trademark / Brand Asset Licensing Agreement

Trademark / Brand Asset Licensing Agreement: a practical guide

A Trademark / Brand Asset Licensing Agreement records when one party gives another permission to use specified brand names, logos, or other brand assets. It sets the boundaries and conditions for that use while helping both sides understand what has and has not been authorized.

What it's for

Businesses use this agreement when a brand owner lets another business use its name, logo, product branding, or related assets for a defined activity. The permission may cover product packaging, advertising, sales materials, online content, or another agreed purpose.

The parties can use it to describe the permitted use, how long it may continue, any payment, and what happens if the arrangement ends. A license generally grants permission to use an asset while its owner keeps ownership, but the document should state the parties’ intended arrangement clearly.

Use a different type of document if the main goal is to transfer ownership of intellectual property rather than grant limited permission to use it. If the brand assets include work created by a designer or agency, clarify separately who owns that work and what each party may do with it.

Who uses it

• A brand owner allowing a distributor or reseller to use its logo in sales materials.
• A business letting a manufacturer put its brand on products or packaging.
• A company authorizing a partner to use its name in a joint promotion.
• A business hiring an agency to create or publish branded advertising.
• A brand owner allowing an event organizer to display its marks on event materials.

Terms to decide on

Licensed assets

Identify each brand name, logo, slogan, design, or other asset covered, using a file name, description, or attached reference where helpful. State whether the permission includes updated versions or only the versions provided.

Permitted use and limits

Describe what the user may do with each asset, such as displaying it on specified products or in particular promotional materials. Set clear limits on products, audiences, sales channels, locations, and any uses that are not allowed; say whether the permission is exclusive or nonexclusive.

Duration and territory

State when the permission starts, how long it lasts, and the places where the assets may be used. If the parties want renewal or an extension, explain how they will agree to it.

Payment and expenses

State any flat fee, ongoing payment, or other compensation, along with when it is due and how it is calculated. Clarify which party pays for production, advertising, or other agreed costs.

Quality checks and changes

Describe any brand guidelines the user must follow and how designs or materials will be submitted for review. Say whether either party may request corrections and who may approve changes before use.

Sublicensing and ownership

Say whether the user may let an affiliate, supplier, agency, or other person use the assets, and who remains responsible for that use. Confirm who owns the brand assets and state whether the user may modify them.

Ending the permission

Describe how the arrangement may end and what each side must do afterward. Address stopping new use, removing materials, handling products already made, and returning or deleting supplied files.

Common mistakes

• Describing a logo generally without identifying which version is covered can lead to disagreement over whether a later redesign is included.
• Using broad wording such as “for marketing” may leave unclear which products, channels, or locations are allowed. Name the intended uses and any important limits.
• Leaving out review steps can create uncertainty about who checks packaging or advertisements and whether approval is needed before publication.
• Failing to address suppliers or agencies can leave unclear whether they may receive the assets to do the agreed work. State any permitted sharing and who is responsible for it.
• Ending the permission without addressing existing stock, printed materials, or online posts can make the next steps difficult to coordinate. Agree how those items will be handled.

Before you sign

• Confirm that the party granting permission has authority to license every listed asset.
• Check the asset descriptions and compare them with the files or brand materials the user will receive.
• Make the permitted uses, products, channels, locations, and duration specific enough for both sides to follow.
• Review any brand guidelines and agree on a practical process for approval and corrections.
• Confirm payment terms and responsibility for agreed production or promotional expenses.
• Read the end-of-use terms and decide how existing products and materials will be handled.
• Check local rules on matters such as required wording, registration, witnesses, notarization, or notices, or consult a qualified lawyer when much is at stake.