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Trade Mark Licence Agreement for Canada

Trade Mark Licence Agreement Template for Canada

A Trade Mark Licence Agreement is a legally binding contract governed by Canadian trademark law, particularly the Trademarks Act (R.S.C., 1985, c. T-13), that establishes the terms and conditions under which a trademark owner (licensor) grants permission to another party (licensee) to use their registered trademark(s). The agreement includes essential provisions for quality control, usage guidelines, territorial restrictions, and financial terms, while ensuring compliance with Canadian intellectual property laws and maintaining the trademark's integrity and value. This document is crucial for protecting the licensor's intellectual property rights while allowing controlled commercial exploitation of the trademark.

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Trade Mark Licence Agreement

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What is a Trade Mark Licence Agreement?

The Trade Mark Licence Agreement is essential for businesses seeking to monetize their intellectual property or expand their brand presence through authorized third-party usage in Canada. This agreement is commonly used when a trademark owner wants to permit another party to use their mark while maintaining control over its usage and protecting its value. The document must comply with Canadian trademark law and include specific provisions required by the Canadian Trademarks Act, such as quality control measures and proper trademark attribution. It's particularly relevant in franchise operations, merchandising deals, brand collaborations, and international brand expansion strategies. The agreement typically covers license scope, territory restrictions, quality standards, payment terms, and enforcement rights, while ensuring the trademark owner maintains sufficient control to prevent the mark from becoming generic or losing its distinctive character.

What sections should be included in a Trade Mark Licence Agreement?

1. Parties: Identification of the licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, details of trademark ownership, and purpose of the license

3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Marks, Territory, and Licensed Products/Services

4. Grant of License: Scope of the license including whether exclusive/non-exclusive, territory, and permitted uses

5. Quality Control: Standards for use of the mark, approval processes, and quality maintenance requirements

6. Usage Guidelines: Specific requirements for how the trademark must be displayed, used, and attributed

7. Payment Terms: License fees, royalties, payment schedules, and reporting requirements

8. Term and Termination: Duration of the agreement, renewal provisions, and termination rights

9. Protection of the Marks: Obligations regarding trademark protection, infringement handling, and maintenance

10. Representations and Warranties: Standard warranties about trademark ownership, right to license, and non-infringement

11. Indemnification: Mutual or one-way indemnification obligations for trademark-related claims

12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendment procedures

What sections are optional to include in a Trade Mark Licence Agreement?

1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties

2. Marketing and Promotion: Include when specific marketing requirements or restrictions need to be detailed

3. Anti-Counterfeiting: Include when the licensed products are prone to counterfeiting and specific measures are needed

4. E-commerce Provisions: Include when the trademark will be used in online sales or digital platforms

5. Territory Expansion Rights: Include when considering future expansion to additional territories

6. Change of Control: Include when license rights should be affected by change in corporate control

7. Compliance with Laws: Include when specific regulatory compliance is crucial for the licensed products/services

What schedules should be included in a Trade Mark Licence Agreement?

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

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

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

4. Schedule D - Brand Guidelines: Visual guidelines for trademark usage including size, color, and positioning requirements

5. Schedule E - Territory: Detailed description of geographic territories covered by the license

6. Schedule F - Royalty Calculations: Detailed methodology for calculating royalties and examples

7. Appendix 1 - Approval Procedures: Step-by-step procedures for obtaining approval for trademark usage

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions











































Clauses









































Relevant Industries

Retail

Consumer Goods

Fashion and Apparel

Food and Beverage

Entertainment

Sports

Technology

Pharmaceuticals

Automotive

Franchising

Manufacturing

Media and Publishing

Software and Gaming

Education

Professional Services

Relevant Teams

Legal

Intellectual Property

Brand Management

Commercial

Licensing

Business Development

Marketing

Compliance

Corporate Affairs

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Lawyer

Brand Manager

Licensing Manager

Commercial Director

Chief Legal Officer

Business Development Manager

Franchise Manager

Intellectual Property Director

Corporate Counsel

Brand Protection Manager

Chief Commercial Officer

Marketing Director

Contract Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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