Trademark License Agreement (Philippines)
TRADEMARK LICENSE AGREEMENT
Intellectual Property Code (RA 8293, 1997) — Sections 149-150 | Technology Transfer Provisions — Sections 85-103
This Trademark License Agreement ("Agreement") is entered into as of [Effective Date]
BETWEEN:
[Licensor Name], with address at [Licensor Address] ("Licensor"); AND
[Licensee Name], with address at [Licensee Address] ("Licensee").
1. LICENSED TRADEMARK
1.1 The Licensor is the registered owner of the trademark [Trademark Name], IPOPHL Registration No. [Trademark Registration Number], covering [Goods Services Class] (the "Licensed Trademark").
2. GRANT OF LICENSE
2.1 Subject to the terms and conditions of this Agreement, the Licensor grants to the Licensee a [License Type] license to use the Licensed Trademark in connection with [Goods Services Class] in the territory of [Territory] for a term of [License Term].
2.2 The Licensee shall not use the Licensed Trademark outside the scope of this Agreement — including outside the permitted territory, field of use, or in connection with goods or services not covered by the Licensed Trademark registration — without the prior written consent of the Licensor.
2.3 The Licensee shall not sublicense the Licensed Trademark to any third party without the prior written consent of the Licensor.
3. QUALITY CONTROL (MANDATORY UNDER SECTION 150 OF RA 8293)
3.1 The Licensor retains the right to exercise quality control over all goods and services bearing the Licensed Trademark, as required by Section 150 of the Intellectual Property Code (RA 8293, 1997). The Licensor shall have the right at any time, with reasonable prior notice, to inspect the Licensee's operations, products, and marketing materials to ensure compliance with the Licensor's quality standards.
3.2 All use of the Licensed Trademark — including on product packaging, advertising, promotional materials, digital platforms, and social media — must receive the prior written approval of the Licensor.
3.3 The Licensee shall promptly notify the Licensor of any third-party infringement of the Licensed Trademark that comes to the Licensee's attention.
4. ROYALTIES AND PAYMENTS
4.1 In consideration for the license granted under this Agreement, the Licensee shall pay the Licensor: [Royalty Rate]
4.2 All royalty payments shall be subject to Philippine withholding taxes under the National Internal Revenue Code (NIRC). The Licensee shall withhold and remit the applicable tax to the Bureau of Internal Revenue (BIR) and provide the Licensor with BIR Form 2307 (Certificate of Creditable Tax Withheld at Source) within the prescribed period.
5. IPOPHL RECORDAL AND IP OWNERSHIP
5.1 Both parties shall cooperate in recording this Agreement with the IPOPHL Trademark Office under Section 149 of RA 8293, at the Licensee's cost, to ensure this Agreement is binding on third parties.
5.2 Nothing in this Agreement transfers ownership of the Licensed Trademark to the Licensee. The Licensor retains all ownership rights. All goodwill generated through the Licensee's use of the Licensed Trademark accrues to the benefit of the Licensor.
6. TERMINATION
6.1 Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving written notice. The Licensor may terminate immediately if the Licensee uses the Licensed Trademark in a manner that damages the Licensor's reputation or violates quality control standards.
6.2 Upon termination, the Licensee shall immediately cease all use of the Licensed Trademark and destroy or return all materials bearing the Licensed Trademark.
7. GOVERNING LAW
7.1 This Agreement is governed by the Intellectual Property Code of the Philippines (RA 8293, 1997) and the laws of the Republic of the Philippines. This Agreement does not contain any provision prohibited by Section 87 of RA 8293 on technology transfer agreements.
Licensor
________________
Signature
Licensee
________________
Signature
What Is a Trademark License Agreement (Philippines)?
A Trademark License Agreement in the Philippines governs the use of the rights granted, fixing the royalties payable and the conditions attached to the licence.
Under Section 150 of RA 8293, a trademark license must be in writing and must include a provision that the licensor exercises quality control over the goods or services of the licensee to confirm that the licensed mark maintains the standards set by the licensor. A trademark license that lacks adequate quality control provisions — sometimes called a 'naked license' — may result in the trademark being deemed abandoned by the IPOPHL or by a court, because the trademark's function as a source identifier is undermined where the licensor exercises no control over the quality of goods bearing the mark. The Supreme Court of the Philippines, applying principles from US trademark law and the Paris Convention for the Protection of Industrial Property (to which the Philippines is a signatory), has recognized the quality control requirement as essential to valid trademark licensing.
For franchise arrangements — where the trademark license is bundled with a thorough business system including training, operational standards, and ongoing support — the Department of Trade and Industry (DTI) under the Philippine Franchise Association (PFA) guidelines and the Intellectual Property Code both apply. The Technology Transfer provisions of Section 87 of RA 8293 set out provisions that are automatically void in technology transfer agreements (including trademark licenses), such as export restrictions, tied purchasing requirements, and restrictions on the use of the technology after expiration of the agreement.
Trademark license agreements must be recorded with the IPOPHL Trademark Office under Section 149 of RA 8293 to be binding on third parties. The IPOPHL charges recordal fees and publishes recorded licenses in the IPOPHL e-Gazette. Royalties paid under a trademark license are subject to Philippine income tax and VAT under the National Internal Revenue Code (NIRC), and outbound royalty payments to foreign licensors are subject to withholding tax at 25% or the applicable reduced rate under the relevant tax treaty.
The legal framework governing the Trademark License Agreement (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Trademark License Agreement (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Trademark License Agreement (Philippines)?
A Trademark License Agreement is needed whenever a trademark owner in the Philippines permits another party to use the trademark commercially.
A Philippine franchise arrangement — where a franchisor grants a franchisee the right to operate a business under the franchisor's trademark and business system — requires a Trademark License Agreement as the core legal instrument governing trademark use, supplemented by a Franchise Agreement covering operational standards, training, and franchise fees.
A manufacturer or product company that wishes to license its registered Philippine trademark to a distributor, retailer, or co-branding partner in the Philippines needs a formal Trademark License Agreement to define the scope of the license, quality control requirements, and royalty payments.
A foreign trademark owner that has registered its mark with the IPOPHL and wishes to grant a Philippine entity the right to manufacture, distribute, or market products bearing the mark in the Philippines requires a Trademark License Agreement recorded with the IPOPHL.
A Philippine celebrity, athlete, or public figure who has registered their name or likeness as a trademark with the IPOPHL and wishes to license merchandise rights to a manufacturer or retailer needs a Trademark License Agreement specifying quality control standards and royalty rates.
An e-commerce platform or marketplace that permits sellers to use the platform's trademark in their marketing or storefronts needs a Trademark License Agreement or trademark use policy that includes quality control provisions to maintain the platform brand's integrity.
A Philippine corporation undergoing restructuring that assigns a trademark to a holding company but wants the operating subsidiary to continue using the trademark needs an intercompany Trademark License Agreement to document the permitted use.
Parties in Philippines should prepare a Trademark License Agreement (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Trademark License Agreement (Philippines)
A valid Philippine Trademark License Agreement must include the following essential elements.
Identification of Parties: Full legal names, addresses, and registration numbers (IPOPHL trademark registration number, SEC/DTI registration) of the licensor and licensee.
Description of Licensed Trademark: Precise identification of the trademark being licensed, including the IPOPHL trademark registration number, the mark as registered (wordmark, device, or combined), the class(es) of goods or services under the Nice Classification, and any limitations on the registered scope.
License Scope: Whether the license is exclusive (only the licensee may use the mark), sole (licensor and licensee may use but no other licensees), or non-exclusive (licensor may grant additional licenses). Geographic scope — the Philippines only, specific regions, or territories including NCR (Metro Manila), Luzon, Visayas, and Mindanao. Duration of the license.
Quality Control: Mandatory quality control provisions as required by Section 150 of RA 8293. The licensor must retain the right to inspect the licensee's goods or services bearing the trademark, establish quality standards, approve marketing materials, and terminate the license if quality standards are not maintained.
Royalties and Payment: Royalty rate (percentage of net sales or a flat fee), payment schedule, currency (Philippine Peso, PHP), reporting obligations, audit rights, and withholding tax provisions under the NIRC and applicable tax treaties.
Sublicensing: Whether the licensee may sublicense the mark to sub-licensees, and if so, with what restrictions and with what obligations on the licensee.
IPOPHL Recordal: Obligation of both parties to cooperate in recording the license with the IPOPHL Trademark Office under Section 149 of RA 8293.
Termination and Effect of Termination: Grounds for termination (breach, insolvency, non-use of trademark), termination procedures, and post-termination obligations including cessation of trademark use.
Technology Transfer Compliance: Confirmation that the agreement does not contain prohibited provisions under Section 87 of RA 8293 on technology transfer agreements.
Additional compliance elements for a Trademark License Agreement (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Trademark License Agreement (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/intellectual-property/trademark-license-agreement-philippines
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note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
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Frequently Asked Questions
Yes, a trademark license agreement should be recorded with the Intellectual Property Office of the Philippines (IPOPHL) to be fully effective under Philippine trademark law. Section 149 of the Intellectual Property Code (RA 8293, 1997) provides that assignments and licenses of registered trademarks must be in writing and may be recorded with the IPOPHL. Recording the license with the IPOPHL Trademark Office is important for several reasons: (a) a recorded license is binding on third parties, including subsequent licensees or assignees who may not have had actual notice of the license; (b) it creates a public record that the trademark owner has licensed the mark, which may be relevant in enforcement actions against infringers; (c) IPOPHL recordal confirms that the licensor is exercising quality control as required by Section 150 of RA 8293, which protects against a finding that the trademark has been abandoned through naked licensing; and (d) in cross-border IP transactions, proof of a recorded Philippine license may be required by customs authorities under the IPOPHL's Intellectual Property Rights Border Enforcement (IPRBE) program for goods bearing the licensed mark. The IPOPHL charges recordal fees based on the fee schedule published at ipophil.gov.ph, and the recorded license is published in the IPOPHL e-Gazette. Unrecorded licenses remain valid as between the licensor and licensee but may not be enforceable against third parties who have no notice of the arrangement.
Section 87 of the Intellectual Property Code of the Philippines (RA 8293, 1997) lists provisions that are automatically void in technology transfer agreements — a category that includes trademark license agreements. These prohibited provisions are designed to prevent licensors from imposing unreasonable restrictions on Philippine licensees that would hinder technology transfer and economic development. The automatically void provisions include: (a) clauses that obligate the licensee to purchase raw materials, spare parts, or equipment exclusively from the licensor or its designees (tied purchasing); (b) clauses that restrict the licensee from using competing technologies or acquiring goods from third parties after the expiration of the agreement; (c) clauses that obligate the licensee to transfer improvements or new developments to the licensor without equivalent consideration (grantback provisions); (d) clauses that restrict sales volumes or production quantities beyond what is necessary to protect the quality standard of the licensed trademark; (e) clauses that restrict export of goods bearing the licensed trademark to other countries where the licensor does not have a registered mark, except where the licensor has registered the trademark in those export markets; and (f) clauses that allow the licensor to determine the sale prices of the licensed goods to third parties in a manner that violates the Philippine Competition Act (RA 10667, 2015).
Trademark royalties paid by a Philippine licensee are subject to taxation under the National Internal Revenue Code (NIRC) of the Philippines, as amended by the TRAIN Law (Republic Act 10963, 2017). For royalties paid by a Philippine licensee to a foreign licensor, the Philippine licensee must withhold Final Withholding Tax (FWT) on the gross royalty payment. The standard FWT rate on royalties paid to non-resident foreign corporations is 25% under Section 28(B)(1) of the NIRC, and 25% for non-resident alien individuals not engaged in trade or business under Section 25(B) of the NIRC. These rates may be reduced by an applicable tax treaty between the Philippines and the licensor's country of residence — for example, the Philippines-Japan tax treaty reduces the withholding rate to 10-15% on royalties, and the Philippines-Netherlands treaty reduces it to 10-15%. The licensee must remit the withheld tax to the Bureau of Internal Revenue (BIR) using BIR Form 0601-F within 10 days of the end of the month in which the royalty was paid. For royalties paid to a domestic licensor (Philippine corporation or resident individual), the licensee must withhold Expanded Withholding Tax (EWT) at 20% under BIR Revenue Regulations No. 11-2018. Royalty payments are also subject to 12% Value Added Tax (VAT) under Section 108 of the NIRC if the service of granting the trademark license is deemed performed or consummated in the Philippines.
A Trademark License Agreement (Philippines) does not legally require a lawyer in Philippines, and individuals and businesses may draft and execute the document independently. The Revised Corporation Code (RA 11232, 2019) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Philippines lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of the Philippines has jurisdiction over disputes arising from this type of document, and Securities and Exchange Commission (SEC Philippines) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
A Trademark License Agreement (Philippines) does not legally require a lawyer in the Philippines, though legal advice is recommended. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contracts. The Securities and Exchange Commission (SEC) regulates corporate documents. The Department of Labor and Employment (DOLE) oversees employment agreements. The Data Privacy Act of 2012 (Republic Act No. 10173) and National Privacy Commission (NPC) impose data protection obligations. The Bureau of Internal Revenue (BIR) requires tax compliance. Forms-legal.com provides this template as a starting point — always review with a qualified Philippine attorney for significant transactions. Under Philippines law, Revised Corporation Code (RA 11232, 2019), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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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