Trade Mark Licence Agreement (UK)
This Trade Mark Licence Agreement (the “Agreement”) is entered into on [Effective Date] (the “Effective Date”) by and between:
[Licensor Name], [Who Licensor], with its registered or principal address at [Licensor Address], [Licensor City], [Licensor County], [Licensor Postcode], England (hereinafter referred to as the “Licensor”); and
[Licensee Name], [Who Licensee], with its registered or principal address at [Licensee Address], [Licensee City], [Licensee County], [Licensee Postcode], England (hereinafter referred to as the “Licensee”).
The Licensor and the Licensee are referred to collectively in this Agreement as the “Parties” and individually as a “Party”.
BACKGROUND
WHEREAS, the Licensor is the registered proprietor of the trade mark [Trade Mark] (UKIPO Registration No. [TM Registration No.]) registered in [TM Classes] (the “Licensed Mark”); and
WHEREAS, the Licensee wishes to obtain a licence to use the Licensed Mark in connection with the Licensed Goods/Services within the Licensed Territory on the terms and conditions set out in this Agreement;
NOW, THEREFORE, in consideration of the royalties to be paid and the mutual obligations set out herein, the Parties agree as follows:
1. DEFINITIONS
1.1 In this Agreement, the following terms shall have the meanings set out below:
- “Licensed Mark” means the trade mark [Trade Mark], registered at the UK Intellectual Property Office under registration number [TM Registration No.] in [TM Classes], and any other trade marks which the Licensor notifies the Licensee in writing are included within the scope of this licence.
- “Licensed Goods/Services” means [Licensed Goods/Services].
- “Licensed Territory” means [Licensed Territory].
- “Net Sales” means the gross invoice value of all Licensed Goods/Services sold or supplied by or on behalf of the Licensee bearing the Licensed Mark, less returns, discounts, and applicable taxes.
- “Quality Standards” means the quality standards and specifications set out in clause 7 of this Agreement and any further written quality specifications provided by the Licensor from time to time.
2. GRANT OF LICENCE
2.1 Subject to the terms of this Agreement, the Licensor hereby grants to the Licensee a [Licence Type] licence to use the Licensed Mark within the Licensed Territory in connection with the Licensed Goods/Services during the Licence Term.
2.2 The Licensee’s right to use the Licensed Mark is strictly limited to the Licensed Goods/Services and the Licensed Territory. The Licensee shall not use the Licensed Mark in relation to any other goods or services, or in any territory outside the Licensed Territory, without the Licensor’s prior written consent.
2.3 This Agreement does not transfer any ownership of or interest in the Licensed Mark to the Licensee. The Licensor retains all right, title, and interest in and to the Licensed Mark and all goodwill arising from the Licensee’s use of the mark shall inure to the benefit of the Licensor.
2.4 The Licensee acknowledges that the Licensed Mark is the property of the Licensor, that this Agreement confers only a right to use the mark in the defined manner, and that all use of the Licensed Mark by the Licensee shall be on behalf of and for the benefit of the Licensor.
3. LICENCE TERM AND TERMINATION
3.1 This Agreement shall commence on the Effective Date and shall continue for [Licence Term] (the “Licence Term”), unless terminated earlier in accordance with this clause 3.
3.2 Either Party may terminate this Agreement immediately on written notice if the other Party: (a) commits a material breach that is incapable of remedy or remains unremedied 30 days after receipt of written notice requiring remedy; (b) becomes insolvent, enters administration, enters into voluntary arrangement with creditors, goes into liquidation, or ceases to trade; or (c) undergoes a change of control without the other Party’s prior written consent.
3.3 The Licensor may terminate this Agreement immediately on written notice if: (a) the Licensee uses the Licensed Mark in a manner that, in the Licensor’s reasonable opinion, is likely to damage the reputation or distinctiveness of the Licensed Mark; (b) the Licensee fails to comply with the Quality Standards in clause 7 and fails to remedy such non-compliance within 14 days of written notice; or (c) the Licensee challenges the validity of the Licensed Mark or the Licensor’s ownership of it.
3.4 On termination or expiry of this Agreement, the Licensee shall immediately cease all use of the Licensed Mark, shall not use any mark confusingly similar to the Licensed Mark, and shall promptly destroy or return (at the Licensor’s election) all materials bearing the Licensed Mark. The Licensee may sell off existing stocks of Licensed Goods for a period of 90 days following termination, unless the Licensor has terminated for breach, in which case no sell-off period shall apply.
4. ROYALTY AND PAYMENT
4.1 In consideration of the licence granted under this Agreement, the Licensee shall pay the Licensor a royalty based on [Royalty Type], being [Royalty Amount], payable [Payment Schedule].
4.2 All sums payable under this Agreement are exclusive of VAT, which the Licensee shall pay at the prevailing rate on receipt of a valid VAT invoice from the Licensor.
4.3 The Licensee shall maintain accurate books of account and records sufficient to enable the Licensor to verify the amounts payable under this clause. The Licensor (or its authorised representative) may, on reasonable notice, audit the Licensee’s records not more than once per calendar year for this purpose.
4.4 If any royalty payment is not made by the due date, the Licensor may charge interest on the overdue amount from the due date until actual payment at the rate of 8% per annum above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
5. QUALITY CONTROL
5.1 The Licensee acknowledges that the maintenance of quality standards is essential to protect the validity and distinctiveness of the Licensed Mark under sections 28 to 31 of the Trade Marks Act 1994. The Licensee shall ensure that all Licensed Goods/Services meet the following Quality Standards: [Quality Standards].
5.2 The Licensee shall, at the Licensor’s request and not more than twice per calendar year, provide samples of Licensed Goods/Services bearing the Licensed Mark for the Licensor’s approval.
5.3 The Licensor shall have the right (on reasonable notice) to inspect the Licensee’s premises and records to verify compliance with the Quality Standards.
5.4 If the Licensor reasonably determines that the Licensed Goods/Services do not meet the Quality Standards, the Licensor shall notify the Licensee in writing, and the Licensee shall remedy the non-compliance within 14 days (or such longer period as the Licensor may agree). If the non-compliance is not remedied within that period, the Licensor may suspend the licence or terminate this Agreement pursuant to clause 3.3.
6. USE OF THE LICENSED MARK
6.1 The Licensee shall use the Licensed Mark in accordance with any brand guidelines, usage specifications, and instructions provided by the Licensor from time to time.
6.2 The Licensee shall include the symbol ® adjacent to the Licensed Mark (where it is a registered trade mark) and, where requested by the Licensor, shall include the statement ‘[Mark] is a registered trade mark of [Licensor Name], used under licence’ on all goods, packaging, and promotional materials bearing the Licensed Mark.
6.3 The Licensee shall not: (a) alter, modify, or adapt the Licensed Mark in any way; (b) combine the Licensed Mark with any other trade mark or branding in a manner not approved in writing by the Licensor; (c) use the Licensed Mark as part of its company name, domain name, or social media handle without the Licensor’s prior written consent; or (d) take any action that would, in the Licensor’s opinion, dilute, tarnish, or otherwise harm the reputation or distinctiveness of the Licensed Mark.
6.4 The Licensee shall promptly notify the Licensor in writing if it becomes aware of any actual or suspected infringement of the Licensed Mark or any other intellectual property rights of the Licensor by any third party.
7. INDEMNITY
7.1 The Licensee shall indemnify and hold harmless the Licensor from and against any and all claims, demands, losses, damages, costs, and expenses (including legal costs) arising from: (a) the Licensee’s use of the Licensed Mark in breach of this Agreement; (b) any product liability claims arising from Licensed Goods/Services supplied by the Licensee; or (c) the Licensee’s failure to comply with applicable laws and regulations in relation to the Licensed Goods/Services.
7.2 The Licensor warrants that it is the registered proprietor of the Licensed Mark and has the right to grant the licence set out in this Agreement. The Licensor shall indemnify the Licensee against any third-party claims asserting that the use of the Licensed Mark in accordance with this Agreement infringes any registered trade mark in the Licensed Territory.
8. LIMITATION OF LIABILITY
8.1 Nothing in this Agreement excludes or limits either Party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited by English law.
8.2 Subject to clause 11.1, neither Party shall be liable for any indirect, special, or consequential loss or damage arising out of or in connection with this Agreement.
8.3 Subject to clause 11.1, each Party’s total aggregate liability under this Agreement shall not exceed the total royalties paid or payable under this Agreement in the 12 months preceding the event giving rise to the claim.
9. GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties in relation to the subject matter hereof and supersedes all prior representations and agreements.
9.2 Amendment. No amendment to this Agreement shall be effective unless made in writing and signed by duly authorised representatives of both Parties.
9.3 Waiver. No failure or delay by either Party to exercise any right or remedy shall constitute a waiver of that right or remedy.
9.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
9.5 Assignment. The Licensee may not assign or transfer this Agreement without the Licensor’s prior written consent. The Licensor may assign this Agreement to any successor proprietor of the Licensed Mark.
9.6 Third Party Rights. A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
9.7 Notices. Notices under this Agreement shall be in writing and may be sent by email to: Licensor: [Licensor Email]; Licensee: [Licensee Email].
10. GOVERNING LAW AND JURISDICTION
10.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
10.2 Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Trade Mark Licence Agreement as of the Effective Date first written above.
THE LICENSOR
Full name: [Licensor Name]
Address: [Licensor Address], [Licensor City], [Licensor County], [Licensor Postcode], England
THE LICENSEE
Full name: [Licensee Name]
Address: [Licensee Address], [Licensee City], [Licensee County], [Licensee Postcode], England
Licensor
________________
Signature
Date: ________________
Licensee
________________
Signature
Date: ________________
What Is a Trade Mark Licence Agreement (UK)?
A Trade Mark Licence Agreement in the United Kingdom grants permission to use the owner's rights or brand and sets the scope, territory, fees, and duration of that licence, and is shaped by the Trade Marks Act 1994.
In England and Wales, trade marks are protected and registered under the Trade Marks Act 1994, which implements the EU Trade Marks Directive (as retained in UK law following Brexit, with modifications). A registered trade mark gives its proprietor the exclusive right to use the mark in relation to the goods and services for which it is registered, and the right to prevent others from using identical or confusingly similar signs. A trade mark licence is the legal mechanism by which the proprietor authorises another party to use the mark without committing the civil wrong (and in some cases criminal offence) of trade mark infringement under section 10 of the Trade Marks Act 1994.
Trade mark licensing is a major driver of commercial value. Well-known brands generate significant revenue through licensing arrangements across a wide range of industries including fashion, food and beverage, entertainment, sport, technology, and franchise businesses. Brand licensing allows trade mark owners to expand into new markets, territories, or product categories without the cost and risk of direct market entry, while simultaneously generating royalty income.
The Trade Marks Act 1994, specifically sections 28 to 31, governs trade mark licences in England and Wales. These provisions set out who may grant a licence, the types of licence that may be granted, the rights of exclusive licensees to bring infringement proceedings, and the critical requirement for quality control provisions. Section 25 of the Trade Marks Act 1994 governs the registration of licences at the UK Intellectual Property Office (UKIPO), which provides public notice of the licence and protects the licensee against the risk of the trade mark being assigned to a new proprietor without notice of the licence.
The legal framework governing the Trade Mark Licence Agreement (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Trade Mark Licence Agreement (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Trade Marks Act 1994 sets the foundational requirements.
When Do You Need a Trade Mark Licence Agreement (UK)?
A Trade Mark Licence Agreement is needed whenever a trade mark owner wishes to authorise another party to use their registered trade mark in connection with goods or services, or whenever a business wishes to use another party's established brand. The agreement is essential across a wide range of commercial and creative contexts in England and Wales.
The most common situations requiring a trade mark licence agreement include: a brand owner licensing its trade mark to a manufacturer or distributor who will produce and sell goods bearing the brand; a franchise arrangement, where the franchisor's trade mark forms a central element of the business system being licensed to franchisees; a retail collaboration or co-branding arrangement, where two brands are used together on goods or services; a celebrity or athlete licensing their name or image (which may be protected as a trade mark) to a product manufacturer; a sports club licensing its crest and branding to merchandising companies; a technology company licensing its brand to authorised resellers or service partners; and a business expanding into new territories by licensing its UK trade mark to a local distributor or joint venture partner.
The agreement is equally important for the Licensee, who needs certainty about the scope of the rights it is being granted, the quality standards it must meet, and the protection it has against the Licensor terminating the licence without adequate notice. A Licensee who uses a trade mark without a written licence has no contractual protection against the Licensor withdrawing permission and claiming trade mark infringement.
A written trade mark licence agreement is also essential for maintaining the validity of the trade mark itself. Under the Trade Marks Act 1994, a trade mark that is not being genuinely used in the UK for five or more years may be vulnerable to revocation on grounds of non-use. A licence agreement creates a documented record of genuine use of the mark under the proprietor's control, which can be important evidence in revocation proceedings.
What to Include in Your Trade Mark Licence Agreement (UK)
A well-drafted Trade Mark Licence Agreement for use in England and Wales should contain several critical provisions that reflect both the commercial nature of the arrangement and the specific requirements of the Trade Marks Act 1994.
The description of the Licensed Mark must identify the trade mark with precision. For a registered trade mark, this means specifying the mark as registered at the UKIPO (including whether it is a word mark, a figurative mark, or a combined mark), the UKIPO registration number, and the Nice Classification classes in which it is registered. The agreement should also specify the licensed goods or services — the scope of the licence should match or be narrower than the registered specification, to avoid any argument that the licence covers unregistered uses.
The quality control provisions are the most legally critical element of any UK trade mark licence. Under sections 28 to 31 of the Trade Marks Act 1994, a trade mark licence must give the proprietor adequate rights to control the quality of goods or services supplied under the mark. A bare licence — one without any quality control provisions — risks the trade mark becoming revocable on the grounds that it has become deceptive or that the proprietor has abandoned control. Quality control provisions should specify the standards that apply, require the licensee to submit samples for approval, give the licensor inspection rights, and provide for suspension or termination of the licence if quality standards are not met.
The royalty provisions should specify the royalty structure (fixed fee, percentage of net sales, or a combination), the calculation basis for net sales (and any deductions permitted), the reporting obligations of the licensee, the payment timing, and the licensor's audit rights. A minimum annual royalty guarantee provides the licensor with a floor of income and gives the licensor a right to terminate if the licensee is not performing sufficiently well.
The exclusivity clause must clearly state whether the licence is exclusive, sole, or non-exclusive. An exclusive licensee under English law has the right to bring infringement proceedings under section 31 of the Trade Marks Act 1994 if the proprietor fails to act, which is a significant commercial advantage.
The goodwill provision must confirm that all goodwill generated by the licensee's use of the trade mark inures to the benefit of the licensor. This is fundamental to trade mark law: the mark must remain an indicator of the proprietor's goods or services, and any goodwill built up through the licensee's use must belong to the proprietor, not the licensee. Without this provision, the licensee might attempt to claim that it has acquired rights in the mark by use. The forms-legal.com Trade Mark Licence Agreement (UK) template covers the mandatory elements under Trade Marks Act 1994.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Trade Mark Licence Agreement (UK) (United Kingdom) [Legal document template]. Forms Legal. https://forms-legal.com/uk/business/contracts/trademark-licence-agreement-uk
"Trade Mark Licence Agreement (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/contracts/trademark-licence-agreement-uk.
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author = {{Forms Legal}},
title = {Trade Mark Licence Agreement (UK) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/contracts/trademark-licence-agreement-uk}},
note = {Free legal document template. Based on Trade Marks Act 1994}
}Also available for these jurisdictions:
Frequently Asked Questions
Under sections 28 to 31 of the Trade Marks Act 1994, a trade mark licence may be granted in respect of some or all of the goods or services for which the trade mark is registered, and it may be limited as to the territory in which, or the manner in which, the mark may be used. A licence may be exclusive or non-exclusive. Section 28(2) of the Trade Marks Act 1994 provides that a licence must be in writing and signed by or on behalf of the grantor (the trade mark proprietor) to be registerable at the UKIPO. Critically, sections 28 to 31 of the Trade Marks Act 1994 require that a licence must contain adequate quality control provisions: if a licensed trade mark is used in relation to goods or services without control by the proprietor over the quality of those goods or services, the mark may become liable to revocation on the grounds that it has become deceptive or that the proprietor has failed to confirm quality standards. This makes quality control provisions not merely commercially desirable but legally essential.
A non-exclusive trade mark licence is the most common arrangement: the proprietor (Licensor) grants the licensee the right to use the trade mark, but retains the right to use the mark itself and to grant identical licences to as many other parties as it wishes. A sole licence means the Licensor grants rights only to the named Licensee and will not grant equivalent licences to any other third party, but the Licensor itself retains the right to use the mark. An exclusive licence is the most restrictive for the Licensor: neither the Licensor nor any other party may use the trade mark in the licensed territory and for the licensed goods or services during the licence term. Under section 31 of the Trade Marks Act 1994, an exclusive licensee has the right to call on the trade mark proprietor to bring infringement proceedings, and if the proprietor fails to do so within two months, the exclusive licensee may bring the proceedings itself. Non-exclusive licensees do not have this right.
Quality control provisions are legally essential in any trade mark licence governed by the Trade Marks Act 1994. A trade mark serves as a badge of origin — it tells consumers that goods or services bearing the mark come from a single source (or from sources under common control) and that they can expect a consistent level of quality. If a trade mark is licensed without the proprietor maintaining any control over the quality of the goods or services sold under the mark, the mark risks revocation on the grounds that it has become deceptive (section 46(1)(d) of the Trade Marks Act 1994) or that it has become a bare licence, where the mark no longer functions as a guarantee of quality. The English courts have made clear that a licence agreement must give the proprietor the contractual right to exercise quality control — it is not sufficient simply to say that the proprietor trusts the licensee. A well-drafted trade mark licence will specify the quality standards in detail (or by reference to separate specifications), require the licensee to submit samples for approval, give the licensor inspection rights, and provide for termination if quality standards are not maintained.
Registration of a trade mark licence at the UK Intellectual Property Office (UKIPO) is not mandatory for the licence to be valid between the parties, but it is strongly advisable. Section 25 of the Trade Marks Act 1994 provides for the registration of licences on the register of trade marks. Registration has several practical advantages: it provides constructive notice to third parties of the licensee's rights; it protects the licensee against a subsequent assignee of the trade mark who might otherwise take the mark free of the licence; it establishes a clear public record of the licensed use; and it facilitates enforcement of the trade mark against infringers, since a registered licensee can join infringement proceedings. Failure to register can also affect whether a court will award damages or an account of profits for infringement during the period before registration, under section 25(3) of the Trade Marks Act 1994. The application to register a licence at the UKIPO is made using Form TM50, and the current fee is £50.
Royalties in a trade mark licence agreement can be structured in several ways depending on the nature of the licensed goods or services and the commercial arrangement between the parties. The most common structures are: (1) a fixed annual licence fee, payable regardless of sales volume — commonly used for simple licences or where sales volumes are predictable; (2) a percentage royalty on net sales, payable quarterly or annually in arrears — the most common structure in brand licensing, typically ranging from 5% to 15% of net sales depending on the industry and the strength of the brand; (3) a combination of a fixed fee and a percentage royalty, providing the licensor with a guaranteed income floor while also sharing in the upside if sales exceed expectations. In any royalty arrangement, the agreement should clearly define: what constitutes net sales (the basis of calculation, after which deductions are permitted); the reporting obligations of the licensee; the audit rights of the licensor; and the consequences of late payment. A minimum annual royalty guarantee is often included to confirm the licensor receives a minimum return regardless of the licensee's performance.
When a trade mark is assigned to a new proprietor, the position of any existing licensees depends on whether the licence has been registered at the UKIPO and whether the assignee had notice of the licence. Under section 25 of the Trade Marks Act 1994, a registered licence binds successors in title: a new proprietor who acquires the trade mark takes it subject to any licence registered before the date of the assignment. An unregistered licence, however, may not bind a new proprietor who acquired the trade mark without notice of the licence. This is one of the principal reasons why licensees should register their licences at the UKIPO. Even if the licence is not registered, an assignee who acquires the trade mark with actual knowledge of the licence may be bound by it in equity, but this requires proof of actual knowledge. A well-drafted trade mark licence agreement should include a provision requiring the licensor to notify the licensee of any proposed assignment of the trade mark, and to confirm that the agreement of any assignment includes a requirement that the assignee acknowledge and be bound by existing licences.
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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