Trademark Licence Agreement Draft with Quality Control

Ownership, licensing and authority

Set out a written licence that keeps the proprietor in control of quality and presentation, so the licensee's use is permitted use and can be recorded if needed.

Legal references checked: 15 October 2026

Permitted use, registered users and why control matters

Use of a registered trade mark by someone other than the proprietor is "permitted use" only within Section 2(1)(r): use by a registered user, or use by another person connected with the goods or services in the course of trade, for goods or services still registered, with the proprietor's consent in a written agreement and within any applicable conditions. Permitted use is deemed to be the proprietor's use (Section 48(2)), which matters if the mark is attacked for non-use. A licensee can also be registered as a registered user (Section 49). Subject to the agreement, a registered user may sue for infringement in its own name (Section 52); an unregistered licensee cannot (Section 53).

Filing period and procedure

No filing is needed for the licence itself. To record the licensee as a registered user, the proprietor and licensee apply jointly on Form TM-U within six months from the date of the agreement (Rule 86(3)), with the agreement or a duly authenticated copy and the Section 49(1)(b) affidavit made by the proprietor or by a person authorised to the Registrar's satisfaction to act for it.

Before you prepare the draft

Facts to confirm

Registered proprietor and registration details of each licensed mark, with any conditions or disclaimers
Licensed goods or services, territory, term, and whether the licence is exclusive, sole or non-exclusive
How the proprietor will control quality and the way the mark is presented
Whether the licensee will be recorded as a registered user, and who may act against infringers
Royalty or other consideration, and any payment to be sent outside India

Evidence to keep ready

Current register extracts for each licensed mark
Product, service and brand standards to be attached as a schedule
Authority documents for both signatories
Particulars for the Section 49(1)(b) affidavit, if registered-user recordal is planned

Editable draft framework

Replace every [placeholder] and delete optional paragraphs that your facts do not support. You can edit the text below before copying it, or select it and use Ctrl+C or Command+C.

Draft text

TRADEMARK LICENCE AGREEMENT

This Agreement is made at [place] on [date] between:
(1) [Licensor's legal name], [constitution], of [address], acting through [name and designation] (the "Licensor"); and
(2) [Licensee's legal name], [constitution], of [address], acting through [name and designation] (the "Licensee").

1. Licensed Marks. The Licensor is the registered proprietor of the trade mark(s) listed in Schedule 1 (the "Licensed Marks"), as shown on the register checked on [date]. [OPTIONAL—omit unless relevant:] Schedule 1 also lists pending applications and unregistered marks; for those, this Agreement operates as a contractual permission until registration.

2. Grant. The Licensor grants the Licensee a [non-exclusive/sole/exclusive] licence to use the Licensed Marks only for the goods/services in Schedule 2, only in [territory], from [start date] until [end date], unless ended earlier under clause 12. ["Exclusive" means the Licensor will neither use the Licensed Marks nor license others to use them for those goods/services in the territory; "sole" means the Licensor may use them but will not license others.] Any use outside these limits is not licensed.

3. Consideration. The Licensee will pay [royalty/fixed sum/other consideration], calculated as [basis], within [number] days after [period end], with a statement showing [units/net sales/other figures]. [Tax treatment and any withholding: (terms settled after tax advice).]

4. Quality control. The Licensee will: (a) make or provide the licensed goods/services to the standards in Schedule 3; (b) submit samples of goods, packaging, labels, advertising and web pages for the Licensor's written approval before first use and before any change; (c) allow the Licensor or its nominee to inspect premises, processes and records on [number] days' notice; (d) comply with the laws and regulatory approvals that apply to the goods/services; and (e) correct any non-conformity notified by the Licensor within [number] days. The Licensor will exercise these controls in practice and keep records of approvals and inspections.

5. Manner of use. The Licensee will use the Licensed Marks only in the forms approved by the Licensor, with the statement "[mark] is a trade mark of [Licensor], used under licence" [where practicable]. It will use the ® symbol, or the word "registered", only for goods/services for which the mark is actually registered. It will not use the Licensed Marks as part of its trade name, company or LLP name, domain name or social media handle, or combine them with another mark, except as approved in writing.

6. Ownership and goodwill. The Licensed Marks belong to the Licensor, and all use by the Licensee, and all goodwill arising from it, accrue to the Licensor. The Licensee will not apply to register, in India or elsewhere, any mark, name or domain name identical with or deceptively similar to the Licensed Marks. [OPTIONAL—only after review:] The Licensee will not challenge the validity of the Licensed Marks during the term.

7. Registered user. [Option A:] The parties will apply jointly on Form TM-U for registration of the Licensee as a registered user within six months from the date of this Agreement, and each will sign the documents required. The Licensor, or a person authorised to the Registrar's satisfaction to act on its behalf, will make the affidavit required by Section 49(1)(b) of the Trade Marks Act, 1999, using the particulars in Schedule 4. [OPTIONAL:] The parties will ask the Registrar under Section 49(4) not to disclose to rivals in trade the information given that is not entered in the register. [Option B:] The parties do not intend, for now, to apply for registration of the Licensee as a registered user.

8. Enforcement. The Licensee will promptly tell the Licensor of any suspected infringement, passing off or challenge involving the Licensed Marks. The Licensor will decide whether and how to act, and will control any proceedings [at its own cost/with costs shared as follows: (terms)]. [OPTIONAL—only for a registered user:] The Licensee will not institute infringement proceedings in its own name under Section 52 [without the Licensor's prior written consent/unless the Licensor declines to act within (number) days of a written request]. The Licensee will give reasonable assistance in any proceedings.

9. No assignment or sub-licence. The Licensee will not assign this Agreement, or grant any sub-licence, without the Licensor's prior written consent.

10. Records. The Licensee will keep accurate records of goods sold and services provided under the Licensed Marks, with dates, places and values, for [number] years, and will provide copies on request. The Licensor may use these records as evidence of use of the Licensed Marks.

11. Liability. [Indemnities, insurance and limits of liability, settled after review.]

12. Term and termination. Either party may end this Agreement by written notice if the other commits a material breach and does not remedy it within [number] days after written notice of the breach. The Licensor may also end it by written notice if [the Licensee fails (number) quality inspections/becomes insolvent/undergoes a change in control/other agreed event].

13. Effect of termination. On expiry or termination, the Licensee will: (a) stop all use of the Licensed Marks [immediately/after a sell-off period of (number) days for approved stock]; (b) return or destroy labels, packaging and promotional material bearing them; (c) transfer to the Licensor any domain names or handles containing them; and (d) join in, or not oppose, any application to cancel its registration as a registered user.

14. General. Amendments must be in writing and signed by both parties. Notices will be sent to the addresses above [and by e-mail to (addresses)]. This Agreement will be stamped as required by the stamp law applicable at [place of execution], with the duty borne by [party]. It is governed by the laws of India, and [disputes will be decided by the courts at (place)/dispute-resolution clause settled after review].

Signed by the Licensor through [name in capital letters], [designation], authorised by [authority dated (date)]: [signature]
Signed by the Licensee through [name in capital letters], [designation], authorised by [authority dated (date)]: [signature]
Witnesses: 1. [name, address, signature]  2. [name, address, signature]

Schedule 1 (Licensed Marks): Registration No. [number] | Mark [word/device] | Class [class] | Goods/services [as registered] | Valid until [date] | Conditions, limitations or disclaimers [details/none]
Schedule 2 (Licensed goods/services and territory): [exact list and territory]
Schedule 3 (Quality standards and approval procedure): [specifications, tests, approval steps and timelines]
[OPTIONAL] Schedule 4 (Particulars for the Section 49(1)(b) affidavit): (i) the relationship between the parties, the degree of control the Licensor will have over the permitted use, and whether the Licensee is to be the sole registered user or any other restriction applies; (ii) the goods/services; (iii) any conditions or restrictions on the characteristics of the goods/services, the mode or place of permitted use, or any other matter; (iv) whether the permitted use is for a period or without limit of period and, if for a period, its duration.

Check before filing

Write quality controls that can actually be followed, and keep evidence that they were. The Registrar may cancel a registered user's registration if the mark is used otherwise than under the agreement or in a way likely to deceive or cause confusion (Section 50(1)(c)(i)), or if a quality stipulation in the agreement is not being enforced or complied with (Section 50(1)(d)). Under Section 51 the Registrar may ask the proprietor to confirm within one month that the agreement is still in force; without that confirmation, the registered user ceases to be one. A registered user registered for a period is removed when the period ends (Rule 93(2)), and a registered user's right to use the mark is not assignable or transmissible (Section 54).

File the Form TM-U application within six months from the date of the agreement; Rule 86(3) says a later application will not be entertained. Registration as a registered user does not imply approval of any royalty sent outside India (Rule 90), so check foreign-exchange and tax treatment separately, and stamp the agreement under the applicable state stamp law. A licence of a pending application or unregistered mark is only a contractual permission until registration. Have clauses that restrict pricing or competition, or that bar challenges to the mark, reviewed before signing.

This is an original drafting framework, not an official statutory form or an assurance of acceptance. Match the notice, application, evidence and service dates; use the prescribed form and complete the applicable filing, service and execution requirements.

Relevant law and official sources

Trade Marks Act, 1999: Section 2(1)(r) (permitted use) and Section 2(1)(x) (registered user)
Trade Marks Act, 1999: Sections 48 and 49 (permitted use deemed to be the proprietor's use; registration as registered user)
Trade Marks Act, 1999: Sections 50 and 51 (variation and cancellation; confirmation that the agreement is in force)
Trade Marks Act, 1999: Sections 52, 53 and 54 (who may sue; registered user's right not assignable)
Trade Marks Rules, 2017: Rules 86 to 91 (Form TM-U; six months from the agreement; entry and notification)
Trade Marks Rules, 2017: Rules 92 to 95 (variation and cancellation on Form TM-U; Registrar's call for information under Section 51)

Trade Marks Act, 1999 — India Code
Trade Marks Rules, 2017 — IP India

Trademark licence agreement framework