Two Brands, One Product: Co-Branding, Joint Ventures, and Shared Marks
By Casey Scott McKay ·
Two companies putting their marks on the same product create a relationship the trademark system was not designed for, and most co-branding agreements are drafted as marketing arrangements when they are actually trademark licenses running in both directions. This article explains the four structures - simple co-branding, ingredient branding, a joint venture entity, and a jointly developed composite mark - and what each does to ownership, control, and exit. It covers the quality control obligation that both licensors carry and that neither wants to administer, the approval rights that make a partnership workable or unworkable depending on turnaround, the endorsement implication that attaches whether or not either party intended it, and the liability allocation for a product each party's mark vouches for. It closes with the exit terms, because every one of these ends.
IP and Technology > IP and IT in Corporate Transactions | Article | Published 21 September 2023 - Updated 27 March 2026 | Casey Scott McKay - marksy.us
Summary. Two companies putting their marks on the same product create a relationship the trademark system was not designed for, and most co-branding agreements are drafted as marketing arrangements when they are actually trademark licenses running in both directions. This article explains the four structures — simple co-branding, ingredient branding, a joint venture entity, and a jointly developed composite mark — and what each does to ownership, control, and exit. It covers the quality control obligation that both licensors carry and that neither wants to administer, the approval rights that make a partnership workable or unworkable depending on turnaround, the endorsement implication that attaches whether or not either party intended it, and the liability allocation for a product each party's mark vouches for. It closes with the exit terms, because every one of these ends.
Keywords: co-branding agreement · ingredient branding · joint venture marks · composite mark ownership · cross-licensing structure · quality control in co-branding · naked license risk · approval rights and turnaround · endorsement implication · product liability allocation · recall responsibility · term and exit · transition and sell-off · jointly developed mark · background and foreground ip · exclusivity and category restrictions · change of control · escrow and reversion · brand governance committee · co-branding due diligence
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