Trademark Licensing Agreement (Nigeria)
TRADEMARK LICENSING AGREEMENT
TRADEMARK LICENSING AGREEMENT
This Trademark Licensing Agreement (the "Agreement") is entered into on [Agreement Date] between:
1. [Licensor Name] (RC [Licensor RC Number]), a company incorporated under the Companies and Allied Matters Act (CAMA) 2020, with its registered address at [Licensor Address] (hereinafter referred to as the "Licensor" or "Master Licensor"); and
2. [Licensee Name] (RC [Licensee RC Number]), a company incorporated under CAMA 2020, with its registered address at [Licensee Address] (hereinafter referred to as the "Licensee" or "Master Licensee").
The Licensor and the Licensee are hereinafter referred to individually as a "Party" and collectively as the "Parties".
Recitals
RECITALS
A. The Licensor is the registered owner of the Licensed Marks described in Clause 2 of this Agreement, registered at the Nigerian Trade Marks Registry under the Trade Marks Act (Cap T13, LFN 2004), and has the right to grant licences in respect of the Licensed Marks.
B. The Licensor wishes to appoint the Licensee as its [Arrangement Type] in the Development Territory on the terms set out in this Agreement, and the Licensee wishes to accept such appointment.
C. The Parties intend that this Agreement shall be registered as a registered user agreement at the Nigerian Trade Marks Registry under Part V (Sections 34–40) of the Trade Marks Act (Cap T13, LFN 2004).
2. LICENSED MARKS AND TERRITORY
3. LICENSED MARKS AND TERRITORY
3.1 The trademarks licensed under this Agreement (the "Licensed Marks") are as follows: [Licensed Marks].
3.2 The Licensed Marks are licensed for use in the following development territory (the "Development Territory"): [Development Territory].
3.3 The licence granted under this Agreement is [Exclusivity Type] within the Development Territory. An exclusive or sole licence means the Licensor will not appoint any other licensee in the Development Territory for the duration of this Agreement, provided the Licensee satisfies its development obligations under Clause 3.
3.4 The Licensee shall not use the Licensed Marks outside the Development Territory or for any purpose other than as expressly authorised under this Agreement.
3. DEVELOPMENT OBLIGATIONS
4. DEVELOPMENT OBLIGATIONS
4.1 The Licensee shall fulfil the following development obligations in the Development Territory: [Development Obligations].
4.2 Failure by the Licensee to meet any development milestone shall, at the Licensor's election, result in: (a) conversion of the exclusive licence in the Development Territory to a non-exclusive licence; (b) reduction of the Development Territory to the areas in which development milestones have been met; or (c) termination of this Agreement with 90 days' written notice.
4.3 The Licensee shall open each new outlet only in locations approved in advance by the Licensor, using the approved fit-out specifications and brand standards.
4. ROYALTIES AND FEES
5. ROYALTIES AND FEES
5.1 The Licensee shall pay the Licensor royalties at the rate of [Master Royalty Rate].
5.2 Minimum annual fee: [Minimum Annual Fee]. Where actual royalties in any year fall below the minimum, the Licensee shall pay the shortfall within 30 days of the end of that year.
5.3 The Licensee shall provide the Licensor with quarterly royalty reports, setting out gross revenue for each outlet and sub-licensee in the Development Territory, within 30 days of each calendar quarter end.
5.4 The Licensor shall have the right, on 14 days' written notice, to audit the Licensee's books of account to verify royalty calculations. The Licensee shall procure that all sub-licensees also permit the Licensor's audit right.
5.5 Where the Licensor is a non-resident entity, the Licensee shall deduct withholding tax at 10% from all royalty payments under the Finance Act 2021 amending the Companies Income Tax Act (CITA), and shall remit the withheld tax to the Federal Inland Revenue Service (FIRS) within 21 days. Where NOTAP registration is required for royalty remittances involving technology transfer, the Licensee shall ensure the agreement is registered under the NOTAP Act (Cap N62, LFN 2004).
5. SUB-LICENSING
6. SUB-LICENSING
6.1 Sub-licensing conditions: [Sub-Licence Conditions].
6.2 Each sub-licence agreement must be in writing, substantially in the form approved by the Licensor, and must include quality control obligations at least equivalent to those in this Agreement.
6.3 The Parties shall ensure that each sub-licence is registered at the Nigerian Trade Marks Registry as a separate registered user agreement under Section 34 of the Trade Marks Act (Cap T13, LFN 2004) within 30 days of execution.
6.4 The Licensee shall remain primarily liable for the royalties and obligations under this Agreement regardless of any sub-licensing. The Licensor may enforce this Agreement directly against the Licensee for breaches by any sub-licensee.
6. QUALITY CONTROL
7. QUALITY CONTROL
7.1 The Licensor's quality control rights and the Licensee's quality obligations are as follows: [Quality Control Rights].
7.2 The Licensee acknowledges that quality control is a legal requirement under Section 39 of the Trade Marks Act (Cap T13, LFN 2004). A trademark used without adequate quality control may be cancelled by the Federal High Court on grounds of deceptive use under Section 31 of the Trade Marks Act.
7.3 The quality control obligations in this Clause 6 extend to all sub-licensees. The Licensee is responsible for ensuring that all sub-licensees comply with the quality standards set by the Licensor, and the Licensor may enforce quality standards directly against sub-licensees in addition to or instead of the Licensee.
7. REGISTERED USER REGISTRATION
8. REGISTERED USER REGISTRATION
8.1 The Parties shall, within 30 days of the date of this Agreement, jointly apply to the Nigerian Trade Marks Registry to register the Licensee as a registered user of the Licensed Marks under Sections 34–38 of the Trade Marks Act (Cap T13, LFN 2004), by filing Form TM 28 (Application for Registration of Registered User) with the prescribed fee.
8.2 Where sub-licences are granted under Clause 5, the Parties shall ensure that each sub-licensee is also registered as a registered user of the Licensed Marks by filing a separate Form TM 28 within 30 days of each sub-licence being executed.
8.3 The cost of all registered user registrations under this Agreement shall be borne by the Licensee.
8. TERM AND TERMINATION
9. TERM AND TERMINATION
9.1 This Agreement shall take effect on the date of signing and shall remain in force for [Licence Duration], unless earlier terminated in accordance with this clause.
9.2 Either Party may terminate this Agreement by giving 180 days' written notice to the other Party.
9.3 The Licensor may terminate this Agreement immediately by written notice if: (a) the Licensee fails to pay royalties or the minimum annual fee and does not remedy the failure within 21 days of notice; (b) the Licensee fails to meet development obligations under Clause 3 and the Licensor elects termination under Clause 3.2(c); (c) quality standards are materially and persistently breached by the Licensee or its sub-licensees; or (d) the Licensee becomes insolvent or subject to winding-up proceedings under CAMA 2020.
9.4 On termination, the Licensee shall immediately cease all use of the Licensed Marks and shall procure that all sub-licensees also cease use within 14 days of notice of termination.
9. GOVERNING LAW
10. GOVERNING LAW
10.1 This Agreement is governed by the laws of the Federal Republic of Nigeria, including the Trade Marks Act (Cap T13, LFN 2004), CAMA 2020, and where applicable the NOTAP Act (Cap N62, LFN 2004).
10.2 The Federal High Court shall have exclusive jurisdiction over trademark disputes under Section 251(1)(f) of the Constitution of the Federal Republic of Nigeria 1999. The Parties may refer disputes to arbitration at the Lagos Court of Arbitration (LCA) or the Regional Centre for International Commercial Arbitration (RCICAL) before initiating court proceedings.
Execution
IN WITNESS WHEREOF the Parties have executed this Agreement on the date first written above.
EXECUTED for and on behalf of [Licensor Name]:
Authorised Signatory 1: ____________________
Name: ____________________
Designation: ____________________
Authorised Signatory 2: ____________________
Name: ____________________
Designation: ____________________
EXECUTED for and on behalf of [Licensee Name]:
Authorised Signatory 1: ____________________
Name: ____________________
Designation: ____________________
Authorised Signatory 2: ____________________
Name: ____________________
Designation: ____________________
Date: ____________________
Licensor Authorised Signatory 1
________________
Signature
Licensor Authorised Signatory 2
________________
Signature
Licensee Authorised Signatory 1
________________
Signature
Licensee Authorised Signatory 2
________________
Signature
What Is a Trademark Licensing Agreement (Nigeria)?
A Trademark Licensing Agreement in Nigeria governs the relationship between the parties by fixing what each must do.
The legal framework for trademark licensing in Nigeria is the Trade Marks Act (Cap T13, LFN 2004), particularly Part V (Sections 34–40) on registered user agreements. The Trade Marks Act distinguishes between the proprietor (registered owner) and the registered user (licensee registered at the Trade Marks Registry). The Federal High Court has exclusive jurisdiction over trademark disputes in Nigeria under Section 251(1)(f) of the Constitution of the Federal Republic of Nigeria 1999, and the court's decisions on trademark licensing disputes apply the Trade Marks Act and the common law principles of contract.
Master trademark licensing is common in the franchise sector in Nigeria. A master franchisee or area developer receives both a trademark licence and an obligation to develop a defined territory — for example, developing a minimum number of outlets across the South-West geopolitical zone within five years. The master licensee may sub-licence the brand to individual franchisees (sub-licensees) within the territory, collecting royalties and paying a percentage to the master licensor. The master licence and each sub-licence must be registered at the Nigerian Trade Marks Registry for full legal effect.
Co-branding agreements, where two Nigerian companies or a Nigerian and foreign company jointly develop and market products under their respective brands, also require a trademark licensing agreement defining each party's rights to use the other's brand, the geographic scope, quality control standards, and revenue sharing arrangements. Co-branding is increasingly common in the Nigerian FMCG, telecommunications, and financial services sectors.
The legal framework governing the Trademark Licensing Agreement (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a Trademark Licensing Agreement (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.
When Do You Need a Trademark Licensing Agreement (Nigeria)?
A Trademark Licensing Agreement in Nigeria is needed for structured brand expansion and distribution arrangements that go beyond a simple permission-to-use relationship.
A Trademark Licensing Agreement is required when a foreign brand owner appoints a Nigerian master licensee or master franchisee to develop the brand across Nigeria or a defined region, granting the master licensee the right to sub-licence to individual franchisees or dealers in the territory.
A Trademark Licensing Agreement is needed when a Nigerian brand owner expands their brand beyond their home state by granting area development or regional exclusive licences to business partners in different Nigerian states — for example, appointing a licensed distributor in Kano with an exclusive right to use the brand in the North-West zone.
A Trademark Licensing Agreement is required for co-branding transactions where two established Nigerian companies (for example, a bank and a telecommunications operator) launch a co-branded product or service and need to define the rights of each party to use the other's trademark in marketing and product packaging.
A Trademark Licensing Agreement is needed when an entertainment or media company in Nigeria licences its character brands, logos, or franchise properties to manufacturers for use on consumer products — such as clothing, toys, or stationery — in a merchandise licensing arrangement.
A Trademark Licensing Agreement is required when a Nigerian startup builds a brand and enters into a co-marketing arrangement with an established brand, allowing the startup to co-brand its products with the established brand's trademark for a defined period and purpose.
Parties in Nigeria should prepare a Trademark Licensing Agreement (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Trademark Licensing Agreement (Nigeria)
A thorough Trademark Licensing Agreement in Nigeria must contain the following essential elements in addition to the basic licence terms.
Parties and Background: Full legal names, CAMA 2020 RC numbers, and registered addresses of all parties. For master licences, identify the master licensor, the master licensee, and the framework for sub-licences.
Licensed Marks: All trademarks being licensed, with Nigerian Trade Marks Registry registration numbers, classes, and descriptions. Where marks are pending, specify application numbers and confirm the licensor's obligation to prosecute the applications to registration.
Territory and Exclusivity: Precise definition of the licensed territory — whether the licence is for all of Nigeria or specific states or geopolitical zones — and whether the licence is exclusive, sole, or non-exclusive within that territory. Exclusive licences in Nigeria create stronger brand protection but limit the licensor's flexibility.
Development Obligations: For area development agreements, the minimum number of outlets, product lines, or distribution points the licensee must establish within defined timeframes. Failure to meet development milestones should trigger step-down from exclusive to non-exclusive status or termination rights for the licensor.
Sub-Licensing Rights and Controls: The conditions under which the licensee may grant sub-licences, including the licensor's right to approve sub-licensees, review and approve sub-licence agreements, and receive copies of all sub-licence agreements filed for registered user registration at the Trade Marks Registry.
Quality Control and Audit: The licensor's right to inspect the licensee's operations and the operations of any sub-licensees, approve new products bearing the licensed marks before launch, and withdraw approval for non-compliant uses. Under Section 39 of the Trade Marks Act (Cap T13, LFN 2004), inadequate quality control can lead to trademark invalidity.
Royalties, Minimum Fees, and Reporting: The royalty rate (as a percentage of net sales), minimum annual royalty guarantees, reporting periods, and audit rights. For agreements involving foreign licensors, 10% withholding tax applies under the Finance Act 2021, and NOTAP registration may be required for royalty remittances.
Additional compliance elements for a Trademark Licensing Agreement (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Trademark Licensing Agreement (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/business/intellectual-property/trademark-licensing-agreement-nigeria
"Trademark Licensing Agreement (Nigeria) (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/business/intellectual-property/trademark-licensing-agreement-nigeria.
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author = {{Forms Legal}},
title = {Trademark Licensing Agreement (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/business/intellectual-property/trademark-licensing-agreement-nigeria}},
note = {Free legal document template. Based on Companies and Allied Matters Act (CAMA) 2020}
}Frequently Asked Questions
A master trademark licence in Nigeria is a licensing arrangement in which the trademark owner (master licensor) grants a master licensee the right to use the trademark and to grant sub-licences to third parties within a defined territory, making the master licensee the primary responsible party for brand development and quality control in that territory. Master trademark licences are commonly used in franchise expansion, where a foreign brand owner appoints a Nigerian master franchisee to develop the brand across Nigeria by recruiting and supporting individual franchisees (sub-licensees). The master licensee pays royalties to the master licensor and collects fees from sub-licensees, retaining a portion as their management fee. Under the Trade Marks Act (Cap T13, LFN 2004), both the master licence and each sub-licence must be registered at the Nigerian Trade Marks Registry as separate registered user agreements for full legal protection.
A Trademark Licensing Agreement protects the licensor's brand in Nigeria through several mechanisms. Quality control provisions — the licensor's right to set standards, inspect operations, and withdraw approval — preserve the association between the trademark and the expected quality of goods or services, preventing the trademark from becoming deceptive under Section 39 of the Trade Marks Act (Cap T13, LFN 2004). Registered user registration at the Trade Marks Registry puts third parties on notice of the licence and prevents the licensee from claiming independent ownership of the mark through prolonged use. Termination provisions enable the licensor to end the licence promptly if quality or compliance standards fall below requirements, protecting the brand's reputation. Non-compete clauses prevent the licensee from developing competing brands during and after the licence period. Audit rights enable the licensor to verify royalty payments and product quality simultaneously.
A Trademark Licensing Agreement can cover unregistered marks in Nigeria as a matter of contract law, but such a licence does not create a registered user relationship under Part V of the Trade Marks Act (Cap T13, LFN 2004) — only licences of registered trademarks can be entered in the Trade Marks Register. For unregistered marks, the licensor's protection relies on the common law action of passing off rather than statutory trademark infringement. An unregistered trademark owner in Nigeria who licences their mark to a Nigerian licensee can enforce the licence agreement contractually, but the licensee cannot sue infringers in their own name without joining the licensor. The licensor is strongly advised to register the trademark at the Nigerian Trade Marks Registry before granting licences — the registration process typically takes 2–4 years due to registry backlogs, and use through a licensee in the interim may assist in demonstrating the mark's distinctiveness for registration purposes.
Trademark licensing royalties paid by Nigerian licensees to foreign (non-resident) licensors are subject to withholding tax at the rate of 10% under the Finance Act 2021, which amended the Companies Income Tax Act (CITA) and the Personal Income Tax Act (PITA). The Nigerian licensee is obligated to deduct the 10% WHT from each royalty payment before remitting the net amount to the foreign licensor, and to remit the withheld tax to the Federal Inland Revenue Service (FIRS) within 21 days of the deduction. Royalty payments to non-resident licensors also require CBN approval for foreign exchange remittance through the Nigerian banking system, and where the trademark licence is combined with technology transfer, NOTAP registration under the NOTAP Act (Cap N62, LFN 2004) is required. For royalties paid between Nigerian-resident parties (domestic licences), withholding tax at 10% also applies under Section 78 of CITA, deductible by the payer company.
Registering a trademark licence (registered user agreement) at the Nigerian Trade Marks Registry typically takes between 6 months and 2 years, reflecting the significant administrative backlogs at the registry. The application is made using Form TM 28 (Application for Registration of Registered User), accompanied by the executed Trademark Licence Agreement (or a certified extract), the trademark registration certificate, and the prescribed fee. The Registry examines the application for compliance with the Trade Marks Act (Cap T13, LFN 2004) before accepting the registered user entry. During the period between filing and formal registration, the parties' contractual licence is effective between themselves under the agreement, but the licensee does not yet have the statutory right to sue infringers independently under Section 37 of the Trade Marks Act. Practitioners advise filing the registered user application as soon as possible after executing the licence agreement to minimise the gap period.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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