IP licence agreement

To use name or trademark for merchandising in a different field or industry
1 Review
Select support levelCompare

Document overview

This is a licence agreement for merchandising rights in any work of intellectual property. The key element is the exploitation of a creative work (most likely a brand name or fictional character) in a different application or market. For example, it could be used by a manufacturer who wishes to create soft toys based on characters in a series of popular television advertisements. It could also be used for products in the same industry, for example to sell shampoo under a name well known for cosmetics.
Compliant with the latest law in
  • England & Wales
  • Scotland
Document propertied
Document properties
  • Length:21 pages (6600 words)
  • Available in:
    MsWordMicrosoft Word DOCXApple pagesApple PagesRTFRTF
watertight guarantee
Backed by our watertight guarantee

If the document isn’t right for your circumstances for any reason, just tell us and we’ll refund you in full immediately.

writing in plain english
Written in plain English

We avoid legal terminology unless necessary. Plain English makes our documents easy to understand, easy to edit and more likely to be accepted.

Guidance notes included

You don’t need legal knowledge to use our documents. We explain what to edit and how in the guidance notes included at the end of the document.

Support from our legal team

Email us with questions about editing your document. Use our Lawyer Assist service if you’d like our legal team to check your document will do as you intend.

Up to date with the latest law

Our documents comply with the latest relevant law. Our lawyers regularly review how new law affects each document in our library.

About this document

This agreement allows one party to exploit the intellectual property rights in another product or work, in a different market, or applied in a different way.

Situations where a brand might be used in alternative applications include manufacture or production of:

  • toys for children based on characters from a television show or computer game

  • cosmetics showing the logo of a sporting event or sports club

  • clothes for children based on a successful adult label

  • garden tools or kitchen utensils under the name of a celebrity

There are options to control how the IP is used, which include

  • limitations on the duration of the agreement

  • where the merchandise can be sold and how

  • how the IP or brand can be used (what type of merchandising or the necessary quality of the products)

We have provided for both an up-front payment and a royalty based on sales. You can choose one or both. A licensor will often want a fixed sum immediately, just in case the merchandiser is not as good as hoped.

The IP may be supported by additional licensed material. That might be trade marks, registered designs or know-how that is essential to its operation, but which is not itself part of the rights. You license this extra material only in support of the main product. It is subject to stricter protection.

There are two reasons why you might wish to protect this additional material more strongly:

First, it may have far wider application and you may want to use it in the same market for other applications, or in other products and other markets.

The second reason is that you may not own all the supporting material. You may yourself use some IP which has been licensed from others.

Similar agreements

A simpler version of this contract is for the licence of copyright in a work. As you would expect from a shorter agreement, it gives far less control over how the work is used.


This is a comprehensive agreement that covers all the matters likely to be important to you. These include:

  • Definitions and interpretation
  • Warranties and understandings
  • Licensor’s representations about the subject matter
  • The licence of the IP and up front fee
  • Approval of licensed products
  • Licence of supporting IP
  • Limited sub-licence
  • Use of third party IP
  • Royalty calculation
  • Protection of licensed material
  • New IP and derived products
  • Third party infringement
  • Continuing improvement and updates
  • Derived products
  • Confidentiality
  • Indemnities
  • Other matters relating to enforcement and other legal issues

In addition, we provide over 2,800 words of notes describing your options for each paragraph and giving help on how to edit the document.

Sample ip licence agreementSample page from the trademark licence agreement

CallTalk to us about this document

We are happy to answer any questions you have. Arrange for us to call you.

Recent reviews

Good template
19 May 2014
A good template document that was easy to amend to reflect individual circumstances.
Phil Raffan
Review of the Australian version

Choose the level of support you need

Document Only

Complete the document template yourself using our guidance notes
(incl VAT)
  • ok This document
  • okDetailed guidance notes explaining how to edit each paragraph
Most Popular

Lawyer Assist

Support from our legal team during and after editing
193 Reviews
(incl VAT)
  • ok This document
  • okDetailed guidance notes explaining how to edit each paragraph
  • okUnlimited email support - ask our legal team any question related to completing the document
  • ok
    Review of your edited document by our legal team including:
    • reporting on whether your changes comply with the law
    • answering your questions about how to word a new clause or achieve an outcome
    • checking that your use of defined terms is correct and consistent
    • correcting spelling mistakes
    • reformatting the document ready to sign


Drafted for you, to your precise requirements
(incl VAT)
  • okA document drawn just for you to your exact requirements
  • okPersonalised service provided by an experienced solicitor
  • okFree discussion before we provide an estimate, for you to ask questions and for us to understand your requirements
  • okTransparent fees - a fixed fee for the basic work, a fixed hourly rate for new or changed instructions, and no charge for office overheads or third party disbursements
  • okCareful and thorough consideration of your circumstances and your consequent likely practical and legal requirements
  • okProvision of options that you may not have considered with availability for discussion
  • okHelp and advice woven into the fabric of our service so that you can make the best decisions
© 2000 - 2024 Net Lawman Limited.
All rights reserved