Structuring a Reseller or Channel Programme: A Practitioner's Guide to Mark Licences, Territory, Co-Branding, and Termination
By Casey Scott McKay ·
This guide is for counsel building or repairing a channel programme. It starts from the proposition that the agreement is a trademark licence with a distribution schedule attached rather than the reverse. It works through testing the franchise threshold before drafting anything, defining the licence scope, and building a quality control programme that is actually exercised. It then covers territory and exclusivity, co-branding and advertising control, allocating customer data by category, tiering the technical disclosure, and controlling domains and search advertising. The later steps address diversion through serialisation rather than clauses, the de-identification obligations that make termination possible, and the variation control that prevents the drift which breaks these programmes. It closes with the software and services channel, where several assumptions from physical distribution do not carry over, and with enforcing against a partner.
IP and Technology > General IP | Guide | Published 14 July 2024 - Updated 30 April 2026 | Casey Scott McKay - marksy.us
Summary. This guide is for counsel building or repairing a channel programme, and it starts from the proposition that the agreement is a trademark licence with a distribution schedule attached rather than the reverse. It works through defining the licence scope, building a quality control programme that is exercised, testing the franchise threshold before launch, drafting territory and exclusivity, controlling co-branding, allocating customer data by category, tiering the technical disclosure, controlling domains and search advertising, and drafting the de-identification obligations that make termination possible. It closes with the variation control that prevents drift, and with the software channel where several assumptions do not carry over.
Keywords: channel programme structure · trademark licence scope · quality control programme · franchise threshold · dealer protection statutes · territory and exclusivity · co-branding lock-ups · customer data allocation · technical disclosure tiering · domain and search control · serialisation and diversion · enforcement ladder · de-identification on exit · variation control · network audit
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