Structuring a Co-Branding or Joint Venture Brand Arrangement: A Practitioner's Guide
By Casey Scott McKay ·
A structuring and drafting guide for arrangements where two companies put their marks on one product. It begins with structure selection - simple co-branding, promotional tie-in, ingredient branding, a joint venture entity, or a composite mark - because the choice determines every downstream provision, and with the characterization that makes the analysis work: two trademark licenses running in opposite directions. The drafting stages supply the specification exhibit and pre-approved lock-up library that replace an unworkable approval process, the deemed-approval default that keeps the venture moving, the claim substantiation allocation for a package carrying both marks, and the liability, recall, and insurance provisions. Later stages cover exclusivity definitions that survive first contact, the governance committee, partner diligence, and the exit terms drafted before the launch terms because every one of these ends.
IP and Technology > IP and IT in Corporate Transactions | Guide | Published 17 February 2024 - Updated 18 June 2026 | Casey Scott McKay - marksy.us
Summary. A structuring and drafting guide for arrangements where two companies put their marks on one product. It begins with structure selection — simple co-branding, promotional tie-in, ingredient branding, a joint venture entity, or a composite mark — because the choice determines every downstream provision, and with the characterization that makes the analysis work: two trademark licenses running in opposite directions. The drafting stages supply the specification exhibit and pre-approved lock-up library that replace an unworkable approval process, the deemed-approval default that keeps the venture moving, the claim substantiation allocation for a package carrying both marks, and the liability, recall, and insurance provisions. Later stages cover exclusivity definitions that survive first contact, the governance committee, partner diligence, and the exit terms drafted before the launch terms because every one of these ends.
Keywords: structure selection · mutual trademark licenses · specification exhibit · pre-approved lock-ups · deemed approval default · quality control between adversaries · endorsement and claim substantiation · reputational termination trigger · product liability allocation · recall provisions · additional insured · exclusivity definition · minimum commitments · royalty audit · composite mark ownership · brand governance committee · wind-down and sell-off · digital asset transfer · change of control · partner diligence
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