Drafting a Trademark License That Survives: A Practitioner's Guide to Quality Control, Scope, and Royalties
By Casey Scott McKay ·
This guide is the clause-by-clause execution manual for a United States trademark license, built around one deal carried from term sheet to termination: a Portland cold-brew roaster licensing its mark to a ready-to-drink beverage company for the US and Canada. It works through fifteen numbered stages — classifying the relationship, diligencing the registration against the licensed goods, drafting the grant and its channel and exclusivity limits, building a quality-control system of standards, samples, inspection, testing, complaint routing, cure, and suspension that a licensor will actually run, and papering ownership, goodwill inurement, trademark notices, and the copyright in the licensee's artwork. It covers the money in detail: royalty base and net-sales deductions, tiered and minimum royalties, advances, reporting, interest, withholding, and an audit clause with a real trigger, worked through an audit that recovers $57,840. It then addresses risk allocation and product-liability indemnity, insurance specifications, infringement notice and control with a recovery waterfall, term and cure and the sell-off period that stops a holdover licensee, bankruptcy and the Section 365(n) trademark gap left open by Mission Product Holdings v. Tempnology, license recordal in the US and abroad, and the licensee-estoppel apparatus. It closes with a compliance calendar, a cost-and-timeline table, and a repair protocol for licenses that were never controlled. The doctrine behind all of it lives in the companion article on naked licensing, which this guide links rather than repeats.
IP and Technology > Trademarks | Guide | Published 17 October 2023 - Updated 25 January 2026 | Casey Scott McKay - marksy.us
Summary. This is the execution manual for a US trademark license — fifteen numbered stages from "is this even a license?" through the compliance calendar you run for the next five years. It carries one deal all the way through: Brindle & Co., the Portland cold-brew roaster, licensing BRINDLE to a ready-to-drink beverage company for the United States and Canada. Along the way it gives you model language you can adapt, decision trees for the forks that actually arise, real numbers for royalties and audits, an insurance specification, a compliance calendar, and a repair protocol for licenses that were never controlled in the first place. The doctrine — why an unsupervised license destroys the mark — is in the companion article and is not repeated here.
Keywords: trademark license · quality control clause · licensed products · royalty base · minimum royalty · royalty audit · goodwill inures · licensee estoppel · sell-off period · holdover licensee · sublicensing · exclusivity · mission product holdings · section 365(n) · accidental franchise · product liability indemnity · license recordal · naked licensing · compliance calendar · net sales
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