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PLAYBOOK TEMPLATES

Trademark License Agreement

A Trademark License Agreement permits the use of a registered mark under defined quality and brand standards. This playbook covers negotiation of territorial rights, royalty models, and enforcement of brand integrity.

Term, Renewal & Termination

Why This Matters: Unclear term or renewal terms can lock parties into unfavorable arrangements or create unexpected lapses. Well-defined exit mechanisms reduce business continuity and litigation risks.

Negotiation strategy

If you're the Licensor:

Ensure the initial term aligns with strategic goals and includes a renegotiation window. Advocate for clear termination rights to manage risks effectively.

If you're the Licensee:

Negotiate for automatic renewal to ensure continuity, but include flexible termination options to avoid being locked into unfavorable terms.

Essential elements

1

Initial Term

Defines the agreement's starting duration.
2

Automatic Renewal

Mechanism for extending the agreement.
3

Termination Rights

Conditions under which the agreement ends.

Action framework

ACCEPT

Propose edits if the renewal terms are too restrictive or the termination notice period is too short.

EDIT

Reject if the termination clauses do not provide adequate protection against breach or insolvency.

ADD

Add language for a renegotiation window if not present.

PRO TIP

Always ensure termination clauses are clear and enforceable to avoid disputes.

Example clauses

FAVORABLE

Preferred Term of Agreement

"The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years, unless earlier terminated in accordance with the provisions of this Agreement."
NEUTRAL

Standard Renewal Clause

"This Agreement shall renew automatically unless notice is given."
UNFAVORABLE

Restrictive Termination Clause

"Termination is only allowed with mutual consent, regardless of breach."

Fallbacks

High-Risk Projects

In high-risk projects, ensure termination clauses allow for quick exit to mitigate potential losses.

Long-Term Partnerships

For long-term partnerships, focus on flexible renewal terms to adapt to changing business needs.

Cross-Border Agreements

Consider jurisdiction-specific requirements for termination and renewal in cross-border agreements.
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