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.
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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WEEK 1
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Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
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WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
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