How to Draft a Trademark License Agreement
By Casey Scott McKay ·
This guide walks a practitioner from the intake call to a signed, docketed trademark license: how to decide whether a license is even the right instrument, how to diligence the registration against the deal before you draft a word, how to build the document clause by clause, and how to write the quality-control provisions that keep the registration alive under 15 U.S.C. §§ 1055 and 1127. It gives model language for the grant, the goodwill and ownership clause, quality control, the royalty base, termination and sell-off, and the post-termination phase-out. It includes a decision tree for choosing between a license, a permission letter, a consent, a coexistence agreement, and an assignment; a clause-architecture table that names the trap in each provision; and a redline-triage table with fallback positions for the terms a licensee always pushes on. A worked example — a Montana coffee roaster licensing a Chicago co-packer to make canned cold brew — runs through every stage, including the classic problem that the registration does not cover the licensed goods. Cost and timeline figures, recordation mechanics, and the three failure modes that produce real litigation are covered at the end.
IP and Technology > Trademarks | Guide | Published 15 January 2026 - Updated 16 July 2026 | Casey Scott McKay - marksy.us
Summary. This guide takes you from the intake call to a signed and docketed trademark license. It covers choosing the right instrument, diligencing the registration against the actual deal, building the agreement clause by clause, and drafting the quality-control terms that keep your registration alive under 15 U.S.C. §§ 1055 and 1127. You get model language for the grant, goodwill inurement, quality control, the royalty base, termination, and phase-out; a decision tree for license versus permission letter versus consent versus assignment; a clause-architecture table naming the trap in each provision; and a redline-triage table with fallback positions. A worked example — a Montana roaster licensing a Chicago co-packer to make canned cold brew — runs through every stage, including the very common problem that the registration does not cover the licensed goods.
Keywords: trademark license agreement · license drafting · quality control clause · naked licensing · schedule of licensed marks · royalty base · minimum royalty · sublicensing · goodwill inurement · licensee estoppel · termination and sell-off · holdover licensee · ftc franchise rule · license recordation · related company use · indemnification and insurance · trademark term sheet · exclusivity
This is premium Marksy content — the full document is available to subscribers.