Channel Partner IP Checklist: Mark Licence Scope, Territory and Exclusivity, Co-Branding Approvals, Lead and Data Rights, and De-Identification on Exit

By Casey Scott McKay · 2024-12-10

This checklist audits a channel or reseller programme from either side. It begins with the franchise threshold, because that is a structuring question and structures are cheap to design and expensive to change once established across a network. It then covers the trademark licence scope and the registrations that should support it, and the quality control programme that keeps the licence from being naked. The middle phases address territory and exclusivity, co-branding, customer data allocation by category, and tiering the technical disclosure. The later phases cover digital control over domains and search, diversion and serialisation, the de-identification obligations that make termination possible, and the variation control that prevents drift. Gate items mark the points at which work should stop until a specific artefact exists.

IP and Technology > General IP | Checklist | Published 10 December 2024 - Updated 16 May 2025 | Casey Scott McKay - marksy.us

Summary. This checklist audits a channel or reseller programme from either side, beginning with the franchise threshold because that is a structuring question and structures are cheap to design and expensive to change. It covers the trademark licence scope and the registrations supporting it, the quality control programme that keeps the licence from being naked, territory and exclusivity, co-branding, customer data allocation, technical disclosure tiering, digital control over domains and search, diversion and serialisation, the de-identification obligations that make termination possible, and the variation control that prevents drift. Gate items mark where work should stop.

Keywords: channel checklist · franchise threshold test · mark licence scope · certification tiers · quality inspection programme · territory and exclusivity · co-branding lock-ups · customer data allocation · technical disclosure tiering · domain and search control · serialisation · enforcement ladder · de-identification · variation register · network audit

How to use this checklist

| Phase | What it produces | Who runs it | Gate | |---|---|---|---| | 1. Franchise test | A structural decision, taken deliberately | Counsel | Tested before drafting | | 2. Licence scope | A defined grant with registrations behind it | Counsel | Designations registered | | 3. Quality control | An exercised programme with records | Channel ops and counsel | Inspections actually run | | 4. Territory | Precise definitions and reserved rights | Commercial and counsel | Direct and online addressed | | 5. Co-branding | Lock-ups and template approvals | Marketing and counsel | Composite ownership stated | | 6. Data | Allocation by category | Counsel and privacy | Personal data in its own clause | | 7. Disclosure | Tiered, marked, and time-limited | Product and counsel | Roadmaps time-limited | | 8. Digital | Domains, handles, search, listings | Counsel and marketing | Domains in supplier's name | | 9. Diversion | Serialisation and a pricing answer | Operations and counsel | Traceability in place | | 10. Exit and control | De-identification and a variation register | Counsel | Register maintained |

The matter. A manufacturer with two hundred dealers across a dozen agreement variants, no inspection record for three years, several exclusive territories nobody can locate paperwork for, partner-registered brand domains, and an acquirer conducting diligence in four months.

Phase 1. Test the franchise threshold

[ ] Apply the three elements: the right to operate under the supplier's mark, significant control over or assistance with the partner's operation, and a required payment.
- Why. A programme granting a mark licence, imposing operating standards, providing training and systems, and charging for participation has arguably all three, and nobody intended it.
[ ] Look for the payment in unexpected places: certification fees, marketing contributions, mandatory training costs, and required inventory purchases above a threshold.
[ ] Check state definitions, several of which are broader, with registration requirements and their own relationship statutes.
[ ] Check the sector-specific dealer protection statutes in every state the programme reaches — motor vehicles, alcohol, equipment, and petroleum distribution each carry regimes with narrowly defined good cause, notice and cure requirements, and compensation on termination.
[ ] Price the consequences: a disclosure document before signing, registration where required, and a good cause standard for termination the supplier does not control.
[ ] Choose deliberately — remove the fee, reduce the control, or accept the characterisation and comply.
[ ] [Gate] No agreement is drafted before the threshold has been tested.

Auditing an existing network

Where the programme already exists and has been running for years, the audit precedes everything else and produces the findings that determine the sequence.

[ ] Enumerate every partner and every agreement version in force, which is harder than it sounds because appointments are made regionally and recorded inconsistently.
[ ] Locate the executed copies. Expect a proportion — commonly a third — that cannot be evidenced in their current form, existing as an unsigned draft, an appointment letter, or a course of dealing.
[ ] Extract every deviation from the framework and build the register retrospectively: exclusive territories, extended notice periods, waived audit rights, non-standard data terms, and unusual termination provisions.
[ ] Map the territories and identify overlaps, gaps, and appointments whose geography nobody can now define.
[ ] Pull the inspection records and establish the last date any partner was assessed. This is the finding that determines whether the quality control programme exists.
[ ] Search the network's digital footprint: brand domains registered by partners, social handles, search advertising on brand terms, and directory listings claiming authorisation — including listings for partners terminated years ago.
[ ] Compare the designations in use against the registrations, since the network will be using terms nobody filed.
[ ] Identify partners in dealer-protection states, which determines who can practically be terminated and on what terms.
[ ] Rank the findings by revenue exposure, since a defective agreement with the largest partner matters more than a missing signature on a dormant one.
[ ] [Gate] No remediation programme is designed before the audit is complete.

Phase 2. Define the licence scope and register what it covers

[ ] Name the marks by schedule, with forms, colourways, and prescribed usage rules attached rather than described.
[ ] State the permitted purposes: selling the products, describing the relationship, marketing in the territory, and using any designation the programme confers.
[ ] State territory and term, matching the commercial provisions.
[ ] Address sub-licensing expressly, since a distributor appointing sub-dealers is sub-licensing the mark and the quality control obligation follows to people the supplier has never met.
[ ] Treat the designation as a separate mark. "Authorised dealer," "certified partner," and branded tier names have their own scope and are the ones a former partner keeps using.
[ ] Register what is licensed under 15 U.S.C. § 1051, in the service classes and the territories the network operates in.
- Trap. Service designations and tier names are frequently unregistered, which means the supplier is licensing something it holds only at common law and cannot readily enforce.
[ ] Consider a certification mark where partners are certified to a standard, noting that the owner may not use the mark itself, must permit use by anyone meeting the standard, and must control the standard, with failure on any ground a cancellation basis under 15 U.S.C. § 1064.
[ ] Consider incontestability under 15 U.S.C. § 1065 for long-established programme marks.
[ ] Draft to the line rather than past it, since describing the products truthfully is permitted regardless and a clause prohibiting permitted nominative use invites a partner to test the whole document.
[ ] Prohibit modification of the goods, which takes a reseller outside the safe territory of selling genuine articles.
[ ] [Gate] No designation is licensed that has not been registered or filed.

Phase 3. Run a quality control programme that is exercised

[ ] Understand what is at stake. A trademark licence without control over the nature and quality of the goods or services is a naked licence, and the definition in 15 U.S.C. § 1127 treats a course of conduct causing a mark to lose significance as abandonment, with cancellation following under 15 U.S.C. § 1064.
[ ] Write the standard as a checklist somebody can apply in an hour: facilities and presentation; staff training and certification currency; demonstration stock; service capability and turnaround; complaint handling; stock rotation and storage; marketing materials in use; and mark usage across every surface.
[ ] Schedule inspections by tier and by risk, since a programme inspecting everyone every year will inspect nobody by year three.
[ ] Send somebody who is not the account manager, since the person whose revenue depends on the relationship will not record a failure.
[ ] Record findings against the checklist with photographs where relevant, a date, and a named assessor.
[ ] Revisit after any remediation period.
- Trap. An inspection that found failures and never returned documented a problem the supplier then tolerated, which is worse evidence than no inspection at all.
[ ] Use mystery shopping for customer-facing partners, since what a partner does when the supplier is watching is not the standard being controlled.
[ ] Collect customer satisfaction data by partner, which is quality control evidence generated automatically.
[ ] Approve marketing by template rather than by item, which is the only version that survives a network.
[ ] Design the certification tiers as quality control. Objective and verifiable criteria, assessed rather than awarded, reassessed annually, visible to customers so the tier has value, with technical disclosure attached to tier and suspension available as a defined sanction.
[ ] Review the tier population annually, since programmes drift upward until the top tier contains most of the network and signifies nothing.
[ ] Audit one partner properly each year rather than reviewing all superficially.
[ ] Report annually to whoever owns the marks, so the intellectual property function knows whether the programme it depends on functions.
[ ] [Gate] No mark is licensed to a new partner before the inspection schedule has an owner.

Phase 4. Draft territory and exclusivity

[ ] Define territory by geography or named account, precisely, since ambiguity produces disputes between partners the supplier cannot resolve.
[ ] State what exclusivity excludes — appointment of others, direct sales, or both.
[ ] Address direct sales expressly, since a supplier that appoints an exclusive distributor and then sells to a large customer in the territory has either breached or reserved the right.
[ ] Address online sales, which cross every territory simultaneously.
[ ] Address marketplace selling as a distinct question, since a partner listing on a global marketplace is selling everywhere.
[ ] Set performance conditions, so underperformance converts exclusivity into non-exclusivity by mechanism rather than negotiation.
[ ] Take competition advice on territorial restrictions, customer allocation, resale price provisions, and exclusivity, which attract scrutiny varying by jurisdiction and market share.
[ ] Anticipate the relationship statutes, since in protected sectors an exclusive appointment may be close to permanent.
[ ] [Gate] No exclusive appointment is granted without written performance conditions.

Phase 5. Control co-branding and advertising

[ ] Specify the lock-up: proportion, clear space, and permitted contexts.
[ ] Allocate ownership of any composite mark, since a logo combining both parties' marks is a new work with contributions from both, and state its post-termination use.
[ ] Control the claims partners make, since the supplier holds the substantiation and is frequently the party a competitor sues under 15 U.S.C. § 1125, with standing governed by Lexmark International, Inc. v. Static Control Components, Inc..
[ ] Supply assets and inventory them, so the return obligation at termination is enforceable against a list rather than a general clause.
[ ] License rather than assign the marketing materials, retaining copyright under 17 U.S.C. § 106, since a partner that owns the assets can keep using them.
[ ] Govern co-operative marketing funds, which are supplier money spent on materials the supplier has not approved.
[ ] Address endorsement and testimonial rules where partners run campaigns using customer statements.
[ ] Confirm ownership of partner-created materials under 17 U.S.C. § 201 and 17 U.S.C. § 204 where the supplier will want to reuse them.
[ ] [Gate] No co-branded asset is published without an approved lock-up.

Phase 6. Allocate the customer data by category

[ ] Allocate supplier-generated leads to the supplier, with a licence to the partner during the term and a stated position on use afterwards.
[ ] Allocate partner-acquired customers to the partner, with the supplier receiving installed-base information for support purposes.
[ ] Acknowledge what deal registration data is: a record of who is working which opportunity, which is commercially useful information the supplier holds about the partner's pipeline.
[ ] Secure installed base and service records, since a supplier that cannot identify its own end users depends on partners who may become competitors.
[ ] Handle personal data in a separate provision that survives the commercial one.
- Why. The obligations attach regardless of the commercial allocation, and the parties may be separate controllers, joint controllers, or a controller and processor, with different consequences for notices, security, and transfers.
[ ] Address marketing consent explicitly, since consent obtained by a partner does not automatically permit supplier marketing and vice versa.
[ ] Address hosted product telemetry where the supplier holds usage data about the end customer directly, which shifts the allocation and should be stated rather than assumed.
[ ] [Gate] No lead-sharing system operates without a written allocation.

Phase 7. Tier the technical disclosure

[ ] Tier the material so deeper documentation follows deeper commitment: sales material to all, technical documentation to trained partners, service manuals to certified ones, roadmaps to a named few.
[ ] Mark everything at creation, since the reasonable measures element of 18 U.S.C. § 1839 is answered by what the supplier actually did.
[ ] Restrict access by named individual rather than by organisation.
[ ] Use terms specific to technical data rather than a general commercial confidentiality clause.
[ ] Time-limit pre-release information, so a partner leaving before launch is not holding a roadmap.
[ ] Impose return or destruction obligations somebody enforces, since an unenforced clause is evidence the measures were not reasonable.
[ ] Protect pricing and margin structures, the most commercially sensitive material in the relationship and the thing a partner joining a competitor most usefully takes.
[ ] Understand what copyright does and does not do, since 17 U.S.C. § 106 prevents copying the materials and does not prevent a departing employee using what the training taught.
[ ] [Gate] No roadmap is disclosed without a time limit and a named recipient.

Phase 8. Control the digital surface

[ ] Require brand domains to be registered in the supplier's name with the partner as user, since recovering one after termination means a transfer clause or a proceeding.
[ ] Treat social handles the same way.
[ ] Decide the search advertising position deliberately. A partner bidding on the supplier's marks to sell genuine goods is on defensible ground; one bidding to divert to a competing line is not, and blanket prohibitions are a contractual choice rather than a legal necessity that has attracted competition attention.
[ ] State the marketplace position, since partner listings create pricing visibility and diversion routes the supplier did not plan.
[ ] Require accurate directory and third-party listings, since these persist long after termination and are the residual use a challenger points to.
[ ] Monitor the network's digital use.
- Why. A hundred partners generate activity nobody sees without looking, and the same monitoring that catches partner breach catches counterfeiters using the brand.
[ ] Set the digital position at onboarding, since a partner asked at the outset will comply and one asked three years later will not.
[ ] [Gate] No appointment completes without the domain and handle position settled.

Phase 9. Manage diversion with traceability

[ ] Understand what exhaustion permits, since an authorised sale exhausts the patent right regardless of post-sale restrictions and regardless of where the sale occurred following Impression Products, Inc. v. Lexmark International, Inc., so resale restrictions run in contract rather than in patent.
[ ] Use the material difference doctrine where it applies, since genuine goods materially different from those authorised for the destination may infringe under 15 U.S.C. § 1114, with warranty and specification differences and absence of local quality control supporting findings.
[ ] Note that the same evidence serves both arguments, since a supplier without a real quality control programme loses the material difference argument and the naked licensing argument at once.
[ ] Recognise that contractual restrictions bind the partner and not its buyer.
[ ] Serialise and trace, since a supplier that cannot identify which partner supplied diverted goods cannot act against anyone.
[ ] Consider selective distribution, defensible where criteria are objective, qualitative, uniformly applied, and proportionate, and indefensible where it operates as price maintenance.
[ ] Address the commercial cause, since diversion follows price differentials the supplier created and enforcement is a poor substitute for pricing.
[ ] Watch the contributory exposure, since a supplier that knows a partner is selling counterfeit or diverted product and continues to supply it faces the analysis in Inwood Laboratories, Inc. v. Ives Laboratories, Inc..
[ ] [Gate] No diversion enforcement is attempted without traceability in place.

Phase 10. Draft the exit, and control the variation

De-identification obligations

[ ] Cessation of mark use, immediately or after a defined wind-down, across website, premises, vehicles, signage, stationery, email signatures, social profiles, and directory listings.
[ ] Transfer of domains and social handles, rather than merely disabling them.
[ ] Cessation of search advertising, since a former partner bidding on brand terms is the most common post-termination complaint.
[ ] Return of assets against the onboarding inventory: fixtures, signage, imagery, templates, demonstration equipment, and confidential technical material.
[ ] Updating of directory and third-party listings.
[ ] Stock in hand, with a sell-off period, quantity cap, repurchase option, or destruction obligation — and clarity that the partner may generally continue using the mark to sell remaining genuine stock, which it may.
[ ] Customer transition, including who tells the customers and what the partner may say.
[ ] Data return or deletion, distinguishing supplier-provided data from the partner's own.
[ ] Removal of certification designations from every surface.
[ ] Run an offboarding checklist within thirty days and again at ninety, and search for the partner at six and twelve months, since compliance decays and residual use is what a challenger points to.
[ ] Enforce where it does not happen, with claims under 15 U.S.C. § 1114 and 15 U.S.C. § 1125 and remedies at 15 U.S.C. § 1116 and 15 U.S.C. § 1117.

Variation control

[ ] Maintain one framework with a controlled variation process, requiring approval for any deviation and recording it centrally.
[ ] Keep a deviation register, since the value and the problems in any network sit in the variations rather than in the template.
[ ] Separate the framework from the commercial schedule, with operating standards in a policy amendable on notice and a partner termination right for material changes.
[ ] Give appointment letters no independent contractual effect, since sales teams write them and they promise things.
[ ] Version everything, since the question in any dispute is what the framework said when the conduct occurred.
[ ] Use the enforcement ladder at its lower rungs — written notice, remediation, suspension of a designation, restriction of territory — since a supplier that only escalates to termination never escalates at all.
[ ] Document every enforcement decision, including decisions not to act, since a file of considered decisions differs materially from an empty one.
[ ] Anticipate transactions on both sides, since a partner acquired by a competitor takes marks, technical material, pricing, and customer information into an organisation with divided loyalties; a supplier acquisition produces overlapping appointments; assignment provisions permitting transfer without consent permit the brand to be licensed to whoever buys; and a trademark assignment must transfer the goodwill under 15 U.S.C. § 1060.
[ ] [Gate] The deviation register is current before any transaction process opens.

Onboarding and offboarding as processes

The two moments at which a supplier has maximum leverage are the ones most often handled informally.

[ ] Use the onboarding window. The partner wants the appointment, which is the only point at which it will sign anything without negotiation. Execute the framework, take assignment of any brand domain already registered, obtain the confidentiality undertakings, collect entity details and the sub-dealer list, and record the baseline inspection.
[ ] Inventory the supplied marketing assets at onboarding, so the return obligation at termination is enforceable against a list rather than against a general clause.
[ ] Record the digital position at onboarding, including every domain, handle, and directory listing the partner will use.
[ ] Set the sub-dealer position, since a distributor appointing others is sub-licensing the mark and the supplier needs to know who they are.
[ ] Record who the partner's key people are, since certification attaches to individuals and a partner losing its only certified technician has stopped meeting the tier criteria.
[ ] On notice of termination, run the offboarding checklist within thirty days, since compliance decays from the day notice is given.
[ ] Re-run at ninety days, and search for the partner's name alongside the supplier's marks at six and twelve months.
[ ] Close out the offboarding formally, since an incomplete process nobody closed is indistinguishable from a supplier that tolerated continued use.
[ ] Reclaim the customer relationships promptly, since the installed base is the asset and the window in which customers accept a transition is short.

The software and services channel

Where the programme resells software or services rather than goods, several assumptions from physical distribution do not carry over and the checklist needs adjusting.

[ ] Recognise there is no first sale to exhaust, since software is licensed rather than sold and the supplier's restrictions run through the end-user licence rather than around it.
[ ] Establish whether the partner sells as principal or arranges as agent, since a reseller transacting an end-user licence between vendor and customer is doing the latter and the answer determines who owes the customer what.
[ ] Address subscription economics, since a partner earning recurring margin has an interest in a customer relationship the vendor also holds directly, making renewal, transfer, and vendor direct contact the whole commercial negotiation.
[ ] Handle managed service wrappers, which raise whether the vendor's marks may be used, whether the partner may present the service as its own, and who owes the service levels.
[ ] Accommodate marketplace and hyperscaler channels, which impose a third party's terms on top of the vendor's and which are a distribution channel governed by somebody else's contract.
[ ] Reallocate the data, since a hosted product generates usage data about the end customer that the vendor holds directly, shifting the customer data allocation in the partner's disfavour.
[ ] Flow open source obligations through, since components travel to the customer via the partner with their obligations intact under 17 U.S.C. § 106 and the component licences.
[ ] Address version and end-of-life obligations, since a vendor discontinuing a release leaves partners supporting customers on something the vendor no longer maintains.

Acting for the partner

Counsel on the partner side reads the same document with different priorities, and five positions are worth pressing.

[ ] Investment protection. A partner that builds premises, hires staff, trains technicians, and develops a customer base has made an investment the agreement rarely acknowledges. Notice periods, compensation on non-renewal, and stock repurchase are the mechanisms, and in protected sectors the statute supplies them regardless.
[ ] Territory that means something. An appointment described as exclusive while the supplier reserves direct sales, online sales, and marketplace listings is not exclusive, and the partner should price it accordingly rather than accepting the label.
[ ] Customer ownership. The partner's customers are its business, and a supplier taking the installed base at termination is taking the value the partner created.
[ ] Termination for cause with cure, since a right to terminate on notice without cause makes every other term unenforceable in practice — a partner that complains can simply be removed.
[ ] Post-termination usability: the right to sell remaining stock, to describe past authorisation truthfully, and to continue serving customers. Blanket cessation clauses overreach on all three.
[ ] Accept the quality control. It is legitimate and in the partner's interest, since a network where standards are unenforced is one where the brand the partner is investing in erodes. Negotiate its scope and notice rather than resisting it.
[ ] Check the assignment provision, since a partner acquired or acquiring needs to know whether the appointment survives.

A note on order

The phases follow the dependency chain, and the ordering matters because the instinct is to start with the document.

The franchise test is first because it is structural. Everything downstream — the fee, the control, the termination machinery — is designed differently depending on the answer, and a programme drafted before the question was asked has to be redesigned rather than amended.

The licence scope and the registrations follow because the agreement grants something, and a supplier licensing an unregistered designation across two hundred partners is licensing what it may not hold.

Quality control sits third and should start first in an existing programme, because it is the phase with the longest lead time and the greatest evidentiary consequence. An inspection schedule established today produces a usable record in eighteen months; one established when a challenge arrives produces nothing.

Territory, co-branding, data, and disclosure are drafting phases that apply prospectively, which means their value depends on how quickly partners are migrated onto the new framework — an argument for making them imperfectly and early rather than perfectly and late.

Digital control and diversion are operational programmes needing owners and monitoring rather than clauses.

The exit provisions sit last on the page and are negotiated at appointment, which is the only time a partner will agree to them, and they are the phase most often deferred because termination feels remote at the moment of appointment. It is not remote; it is simply later, and later is when leverage has gone.

Variation control runs throughout and is what determines whether any of the preceding work survives five years.

The agreement architecture

How the documents are structured determines whether the programme can be maintained, and the common single-document approach makes variation control impossible.

[ ] Separate the framework from the commercial schedule. A master agreement carrying the licence, quality standards, confidentiality, and termination machinery; a short appointment schedule carrying territory, products, targets, and pricing. The framework changes rarely and uniformly; the schedule changes per partner and per year.
[ ] Put the operating standards in a policy the supplier can amend on notice, so the standard can evolve without renegotiating hundreds of contracts — with a partner termination right for material changes, which is what makes the unilateral amendment enforceable.
[ ] Attach the brand guidelines by reference, updated centrally.
[ ] State that only the framework and the schedule have contractual effect, so an appointment letter written by a sales team does not become a variation.
[ ] Version every document, since the question in any dispute is what the framework said when the conduct occurred.
[ ] Number and date the deviation register entries, recording who approved each and when it expires.
[ ] Build the migration path for moving existing partners onto a new framework at renewal, since a network on a dozen versions cannot be fixed in one exercise and can be fixed over one renewal cycle.
[ ] Identify the contracting entity on each side, since supplier groups appoint through regional companies and a partner may have contracted with one that no longer trades.

[ ] Check insurance cover for intellectual property and advertising injury claims, since partner conduct generates both and general liability policies commonly exclude them.
[ ] Confirm whether any partner holds a security interest or lien over supplier assets in the territory, which happens in equipment and vehicle distribution and complicates a network restructuring.
[ ] Record any informal exclusivity or category commitment given verbally to a partner, since these are commonly promised, rarely documented, and decisive when a second appointment is made in the same territory.
[ ] Diarise an annual review of the whole checklist, with a named owner, since every phase degrades silently and nothing announces that the inspection schedule has lapsed or the deviation register has stopped being maintained.

[ ] Check what happens to the network on a change of control of the supplier, since an acquirer with its own network in the same territory inherits overlapping appointments and conflicting exclusivities, and rationalising in a dealer-protection state means pricing the terminations before signing.
[ ] Check the assignment provision from the partner's side too, since a partner acquired by a competitor takes the marks, technical material, pricing, and customer information into an organisation with divided loyalties — and an agreement permitting assignment without consent permits exactly that.

[ ] Confirm that whoever owns the deviation register still works at the company, since it is invariably a spreadsheet maintained by one person and it is lost in the first reorganisation after the programme launches.

Outcome. A programme audited against this checklist can show what each partner is licensed to do, that the licence is controlled by an exercised quality programme with records, who owns which customers, what happens on exit and by when, and where every deviation from the framework sits. Those five answers are what an acquirer, a challenger, and a departing partner each ask, and a programme that has drifted for five years can answer none of them.

Key Authorities at a Glance

| Authority | What it settles | Phase | |---|---|---| | 15 U.S.C. § 1127 | Definitions, including abandonment through course of conduct | 3 | | 15 U.S.C. § 1064 | Cancellation, including abandonment and certification grounds | 2, 3 | | 15 U.S.C. § 1051 | Application for registration | 2 | | 15 U.S.C. § 1065 | Incontestability | 2 | | 15 U.S.C. § 1114 | Infringement of a registered mark | 9, 10 | | 15 U.S.C. § 1125 | False designation of origin and false advertising | 5, 10 | | 15 U.S.C. § 1116 | Injunctive relief and seizure | 10 | | 15 U.S.C. § 1117 | Damages and profits | 10 | | 15 U.S.C. § 1060 | Assignment of marks with the goodwill of the business | 10 | | Impression Products, Inc. v. Lexmark International, Inc. | Authorised sale exhausts the patent right | 9 | | Inwood Laboratories, Inc. v. Ives Laboratories, Inc. | Contributory liability standard | 9 | | Lexmark International, Inc. v. Static Control Components, Inc. | Standing framework for false advertising claims | 5 | | 18 U.S.C. § 1839 | Reasonable measures element of trade secret status | 7 | | 17 U.S.C. § 106 | Exclusive rights | 5, 7 | | 17 U.S.C. § 201 | Ownership and transfer | 5 | | 17 U.S.C. § 204 | Transfers must be in writing and signed | 5 |

The five things people get wrong

One: drafting the distribution terms and treating the intellectual property as a schedule. The agreement is a trademark licence with a distribution schedule attached, not the reverse. Pricing, minimums, and margins are commercially important and legally straightforward; the mark licence, the quality control obligation, and the de-identification provisions are where the programme survives or fails, and they are drafted by whoever had the template.

Two: reserving a right to inspect and never inspecting. Quality control is an obligation, not an option, and a licence without exercised control is a naked licence that can cost the mark. The evidence a challenger looks for is inspections, records, and consequences, and the commonest finding in a channel review is that the first year's inspections happened, the second year's were deferred, and by the third nobody remembered whose job it was.

Three: licensing designations that are not registered. "Authorised dealer," "certified partner," and the branded tier names appear on hundreds of partner websites for years and are commonly unregistered — which means the supplier is licensing something it holds only at common law, cannot readily enforce against a former partner, and may find somebody else has filed.

Four: letting partners register the brand domains. It is convenient, it happens at every programme, and it converts a marketing decision into an asset held by a party the supplier will eventually want to remove. Requiring registration in the supplier's name at onboarding costs nothing; recovering a domain from a terminated partner means a transfer clause the agreement may not contain or a proceeding.

Five: allowing the variation to drift. A large prospect gets an exclusive territory, another gets extended termination protection, a third bargains away the audit right, sales teams promise things in appointment letters, and regional offices build variants. Five years later two hundred partners sit on a dozen agreements and nobody can say what any of them permits. The defence is administrative — one framework, a controlled variation process, and a deviation register — and it is nobody's job until an acquirer asks.