Exclusive Trademark License Agreement Template

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This Exclusive Trademark License Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Licensor (Owner): [Licensor Legal Name], a [State/Country] [entity type], address: [Address] (“Licensor”).

Licensee: [Licensee Legal Name], a [State/Country] [entity type], address: [Address] (“Licensee”).

Licensor and Licensee may be referred to individually as a “Party” and collectively as the “Parties.”

1. Licensed Marks

1.1 Marks. Licensor licenses the following trademark(s) (the “Marks”):

Mark: [Word/Design Mark] | Registration/Application No.: [] | Jurisdiction: []
Mark: [Word/Design Mark] | Registration/Application No.: [] | Jurisdiction: []

Mark: [Word/Design Mark] | Registration/Application No.: [] | Jurisdiction: []

1.2 Brand Assets (Optional): Logos, style guides, color/font rules, and other assets are: ☐ attached as Exhibit A ☐ provided separately.

2. License Grant and Exclusivity

2.1 Grant. Licensor grants Licensee an exclusive license to use the Marks solely for the following goods/services (the “Licensed Products/Services”): [Describe].

2.2 Territory: [Country/region/online scope].

2.3 Channels (Optional): ☐ retail ☐ online ☐ wholesale ☐ other: [__].

2.4 Exclusivity. During the Term, Licensor will not grant any other license to use the Marks for the Licensed Products/Services in the Territory.

2.5 Licensor Use (Select One):

☐ Licensor may continue to use the Marks in the Territory (subject to Licensee exclusivity for Licensed Products/Services).

☐ Licensor will not use the Marks for the Licensed Products/Services in the Territory during the Term.

2.6 Sublicensing (Optional): ☐ Not permitted ☐ Permitted with Licensor’s prior written approval.

3. Term and Renewal

3.1 Term. The Term begins on the Effective Date and continues until [End Date] unless terminated earlier under Section 11.

3.2 Renewal (Optional): ☐ None ☐ One renewal term of [__] years if: [conditions].

4. Royalties and Payments

4.1 Royalty Structure (Select One):

☐ % of net sales: [__]% (define “net sales” in Exhibit B)

☐ Fixed fee: $[Amount] per [month/quarter/year]

☐ Minimum royalty: $[Amount] per [period]

☐ Other: [Describe]

4.2 Reporting. Licensee will provide royalty reports: ☐ monthly ☐ quarterly, due within [**] days after period end.

4.3 Payment Terms. Payments due within [**] days after period end.

4.4 Taxes/Withholding: [Allocation of taxes/withholding if applicable].

4.5 Audit (Optional): Licensor may audit records [] times per year with [] days’ notice.

5. Quality Control and Approvals

5.1 Quality Standards. Licensee must maintain quality consistent with Licensor’s standards and applicable laws.

5.2 Brand Guidelines. Licensee must comply with Licensor’s brand guidelines and usage rules (Exhibit A).

5.3 Approval Process (Optional): Licensor approval required for:

☐ new product designs ☐ packaging ☐ marketing materials ☐ website pages ☐ social media ads ☐ other: [**]

Approval timeline: [**] business days.

5.4 Inspections (Optional): Licensor may reasonably inspect product samples and marketing use to confirm compliance.

6. Ownership; Goodwill

6.1 Licensor retains all ownership of the Marks.

6.2 All goodwill arising from use of the Marks by Licensee inures to Licensor’s benefit.

6.3 Licensee will not challenge Licensor’s ownership or register confusingly similar marks.

7. Marketing and Use Requirements (Optional)

7.1 Minimum Use/Performance: Licensee will: [Minimum sales/launch timeline].

7.2 Trademark Notices: Licensee will use trademark notices and legends as requested: [®/™ usage].

7.3 Domain/Social Handles (Optional): Rules: [Ownership/control].

8. Infringement and Enforcement

8.1 Licensee will notify Licensor of suspected infringement.

8.2 Enforcement Rights (Select One):

☐ Licensor controls enforcement.

☐ Licensee may enforce with Licensor’s written consent and coordination.

8.3 Recovery allocation (optional): [Costs, damages sharing].

9. Confidentiality (Optional)

9.1 The Parties will keep confidential business terms and non-public brand information for [__] years after termination.

10. Representations and Disclaimers

10.1 Licensor represents it owns the Marks and has authority to license them.

10.2 Except as stated, Licensor provides the Marks “as is” and does not guarantee commercial success.

11. Termination

11.1 Either Party may terminate for material breach not cured within [**] days after written notice.

11.2 Licensor may terminate immediately for serious brand misuse or failure to meet quality standards (optional).

11.3 Either Party may terminate for convenience with [**] days’ notice (optional): ☐ Yes ☐ No.

12. Effects of Termination

12.1 Upon termination, Licensee must stop using the Marks and remove them from products, packaging, and marketing.

12.2 Sell-off period (optional): ☐ None ☐ [__] days to sell existing inventory, subject to quality and reporting.

12.3 Return/destroy brand materials as requested.

13. Notices

13.1 Notices must be in writing and delivered to the addresses above.

14. Governing Law

14.1 This Agreement is governed by the laws of [State/Country].

15. Entire Agreement

15.1 This Agreement and exhibits are the entire agreement and replace prior discussions.

Signatures

Licensor: [Licensor Legal Name]

Name/Title: [Authorized Signer]

Date: [Date]

Signature: ___________________________

Licensee: [Licensee Legal Name]

Name/Title: [Authorized Signer]

Date: [Date]

Signature: ___________________________

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Exclusive Trademark License Agreement Template — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is an exclusive trademark license agreement?

An Exclusive Trademark License Agreement is a contract where a trademark owner (licensor) grants one licensee the exclusive right to use specified trademarks for defined goods/services, in a defined territory, for a defined term. “Exclusive” typically means even the owner will not license the mark to others in that scope (and may limit the owner’s own use too, if agreed).

Why is quality control important?

Trademark law often requires the owner to maintain quality control over how the mark is used. Without it, the owner risks weakening or even losing rights (sometimes called “naked licensing”). This template includes practical quality control and brand guidelines language.

What should be included?

Key terms include: licensed marks, scope of use (products/services), territory, term, royalties and reporting, quality standards, approval process, marketing rules, ownership and goodwill, infringement enforcement, termination, and post-termination obligations.

Does an exclusive trademark license transfer ownership?

No. It grants permission to use the mark under conditions. Ownership stays with the licensor unless the parties sign a separate assignment. This template clearly states ownership stays with the licensor.

Do you need to record a license?

Sometimes it’s recorded depending on the jurisdiction or business needs, but many licenses are not recorded. This template includes an optional recordation and cooperation clause.

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