Agreement of License to Use a Trade Mark (India) by OLL

Open Legal LibraryUpdated 19 Oct 2026

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Agreement of License to Use a Trade Mark

AGREEMENT made at __________this ___________day of ___________between Mr. _______________carrying on business at _____________Hereinafter referred to as `the Licensor' of the One Part and Mr. _____________carrying on business at ____________ Hereinafter referred to as the Licensee of the Other Part.

WHEREAS

1.     The Licensor is the registered owner of a trade mark in connection with the goods known as ____________ and which trade mark is registered under the Trade and Merchandise Marks Act, 1999, and particulars thereof are given in the Schedule hereunder written.

2.     The Licensor is suspending his business for some time in the area of ____________and, therefore at the request of the Licensee proposes to allow the Licensees to use the said Trade Mark for some time in the said area for sale of similar goods manufactured and sold by him on the following terms and conditions:

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS

1.     The Licensor hereby gives license or permission to the Licensee to use the said trade mark particulars whereof is given in the Schedule hereunder written for sale of similar goods (as that manufactured by the Licensor) now being manufactured and sold by the Licensee provided that, the said goods are wholly manufactured by the Licensee alone.

2.     The Licensee undertakes that the said goods will be sold by him under the said trade mark in the said area only.

3.     The Licensee will not be entitled to assign the said trade mark to or allow it to be used by any other person.

4.     The duration of this agreement will be for a period of two years from the date hereof.

5.     The Licensee will not do any act whereby the registration of the said trademark will be jeopardized.

6.     The Licensee guarantees that the quality of the said goods to be manufactured and sold by him will be the same as that of the goods manufactured and sold by the Licensor.

7.     The Licensee shall, in consideration of the grant of this License, pay to the Licensor a sum of Rs___________ per month as royalty, and such payment will be made on or before the 5th day of each month in advance for that month. The amount for the current month has been made on the execution of these presents and each subsequent payment will be made on or before the 5th day of each succeeding month.

8.     The Licensor will be entitled to inspect and to inquire as to whether the said trademark is being properly used and the quality of the goods is as per the standard laid down by the Licensor.

9.     If any person is found to infringe the said Trade Mark the Licensee shall immediately inform the Licensor to enable the Licensor to take suitable action in the matter.

This is a preview. The full template is free on GitLaw.

This template is an agreement for licensing a registered trademark, allowing a licensee to use the mark for specific goods within a defined geographic area. It outlines the obligations of the licensee to maintain product quality, pay monthly royalties, and protect the trademark from infringement while prohibiting unauthorized assignment.

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About this template

What is this template?

This is a trademark licensing contract that specifically provides for quality control inspections by the owner and the registration of a 'registered user' with the official registrar. It is not an assignment of intellectual property, as the owner retains registration rights and restricts the licensee from transferring the mark.

When should you use it?

Use this document when a mark owner in India wants to monetize their brand through a third party while maintaining strict oversight of production quality. Use a Trademark Assignment Agreement instead if the owner intends to permanently sell and transfer ownership of the mark.

What's inside

ClauseNameWhat it does
1Grant of LicenseThe Licensor permits the Licensee to use the specified trademark for goods manufactured solely by the Licensee.
2Territorial RestrictionThe Licensee agrees to sell goods under the trademark only within the specified geographical area.
4TermThe agreement remains in effect for a period of two years starting from the date of execution.
6Quality ControlThe Licensee guarantees the manufactured goods will match the quality standards of those previously sold by the Licensor.
7Royalty PaymentsThe Licensee must pay a monthly royalty in Rupees on or before the 5th day of every month.
9Infringement NotificationThe Licensee is required to immediately notify the Licensor of any discovered third-party infringements.
12Breach and CancellationThe Licensor may terminate the agreement for breach by providing fifteen days prior written notice.
13Post-Termination PenaltyThe Licensee becomes liable for a daily compensation fee if they continue using the mark after termination.

Who it's for

  • a trademark owner in India suspending business who wants to license their mark to another manufacturer
  • an Indian business seeking permitted use of an established trademark for a two-year period

How long it runs and how it's signed

How long
Runs for a fixed period
Stated duration
two years
Notice to end it
fifteen days
Signed by
Licensor, Licensee
Witness
Required
Notarisation
Not required
Also needed
Registration of registered user with Registrar of Trade Marks

Law it's drafted under

Governed by
Trade and Merchandise Marks Act, 1999
Jurisdiction
India
Document info
MS Word. Document created on Fri Jun 26th, 2026. Last updated on Mon Oct 19th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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