Intercompany Trademark License Agreement Template

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

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

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

Licensor and Licensee are affiliated companies within the [Parent Company Name] group (the “Group”).

1. Licensed Marks

1.1 Marks. Licensor licenses to Licensee 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 Guidelines (Optional): Brand standards and usage rules are: ☐ attached as Exhibit A ☐ provided separately.

2. License Grant

2.1 Grant. Licensor grants Licensee a ☐ non-exclusive ☐ exclusive (rare for intercompany) license to use the Marks solely in connection with: [Products/services/business activities].

2.2 Territory: [Countries/regions].

2.3 Channels: ☐ online ☐ retail ☐ wholesale ☐ internal corporate use ☐ other: [__].

2.4 Sublicensing: ☐ Not permitted ☐ permitted to sub-affiliates with Licensor’s written approval.

3. Term

3.1 The Term begins on the Effective Date and continues until terminated under Section 11.

4. Royalty and Transfer Pricing (Optional)

4.1 Royalty (Select One):

☐ Royalty-free (intercompany)

☐ Royalty of [__]% of net sales (define net sales)

☐ Fixed fee: $[Amount] per [period]

☐ Other: [Describe]

4.2 Invoicing/Settlement (Optional): [How charges are booked/paid].

4.3 Transfer Pricing Note (Optional): The Parties will coordinate to align with applicable transfer pricing policies and documentation requirements.

5. Quality Control and Brand Standards

5.1 Quality Standards. Licensee will use the Marks consistently with Group standards and applicable law.

5.2 Approvals (Optional): Licensor approval is required for: [Packaging, product names, campaigns, etc.].

5.3 Inspection/Review. Licensor may reasonably review Licensee’s use of the Marks to confirm compliance.

6. Ownership and Goodwill

6.1 Licensor retains all ownership of the Marks.

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

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

7. Enforcement and Protection

7.1 Licensee will notify Licensor of suspected infringement or misuse.

7.2 Licensor controls enforcement decisions unless otherwise agreed in writing.

7.3 Licensee will reasonably assist with enforcement efforts upon request.

8. Recordkeeping (Optional)

8.1 Licensee will maintain reasonable records of use and quality control measures for [__] years.

8.2 Licensor may request samples of marketing materials and products.

9. Confidentiality (Optional)

9.1 The Parties will keep the terms and non-public brand information confidential within the Group, except as required for audits, tax, or legal needs.

10. Compliance

10.1 Licensee will comply with applicable laws and avoid uses that could harm the reputation of the Marks.

11. Termination

11.1 Either Party may terminate with [__] days’ written notice (intercompany administrative termination).

11.2 Either Party may terminate immediately for material misuse of the Marks or failure to meet quality standards (optional).

11.3 This Agreement terminates automatically if the Parties are no longer affiliates (optional): ☐ Yes ☐ No.

12. Effects of Termination

12.1 Upon termination, Licensee will stop using the Marks except for a limited wind-down period: ☐ none ☐ [__] days.

12.2 Licensee will remove Marks from materials where reasonably possible and return/destroy brand materials if 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 is the entire agreement regarding the Marks between the Parties.

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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Intercompany Trademark License Agreement Template

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Intercompany Trademark License Agreement Template — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is an intercompany trademark license agreement?

An Intercompany Trademark License Agreement is a contract between related companies (such as a parent and subsidiary or sister companies) that allows one entity to use trademarks owned by the other. It helps document proper trademark use and quality control, and it can support tax and corporate formalities where relevant.

Why is it needed if the companies are related?

Even within a corporate group, trademark ownership and use should be documented so the owner maintains quality control and the group avoids “naked licensing” issues. It also clarifies who can use the marks, where, and for what products/services.

Should there be a royalty?

Sometimes yes, especially for transfer pricing or tax reasons. In other cases, the license is royalty-free but still documents quality control and use rules. This template includes both options.

What should be included?

Common terms include: licensed marks, scope of use, territory, term, quality control, brand guidelines, ownership and goodwill, enforcement, termination, and audit/recordkeeping (optional). This template keeps it practical and affiliate-friendly.

Should it be recorded?

Often it is not recorded, but recording may be used in some jurisdictions or business situations. This template includes an optional recordation clause.

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