Brand Licensing Agreement: Definition & Sample

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What is a Brand Licensing Agreement?

A brand licensing agreement is a legal contract between a branded company selling the use of their imagery, logo, or what is called "marks" to another company. This agreement allows a company to use a logo or other trademarks in marketing products or services without infringing on a copyright. The company whose trademarked items are being licensed receives compensation for the licensing.

Brand license agreements are put in place to help outline the proper use of the licensed elements. For instance, a logo must be used in a way that does not violate a brand license agreement, such as changing design elements like a font or color. In addition, a brand license agreement helps both parties know what is expected and what is considered a violation of the license.

Common Sections in Brand Licensing Agreements

Below is a list of common sections included in Brand Licensing Agreements. These sections are linked to the below sample agreement for you to explore.

Brand Licensing Agreement Sample

BRAND LICENSE AGREEMENT

THIS BRAND LICENSE AGREEMENT (this “Agreement”) is entered into effective as of May 24, 2007 (the “Effective Date”), by and between CNL INTELLECTUAL PROPERTIES, INC. , a Florida corporation (“Licensor”) and THE CNL FUNDS , a Delaware statutory trust (“CNL Funds”) (CNL Funds is also referred to herein as “Licensee”).

A. Licensor is an indirect wholly-owned subsidiary of CNL Holdings, Inc., a Florida corporation (“CNL Holdings”).

B. Licensee is a mutual fund that offers its shares in separate investment portfolios (each a “Portfolio”, and collectively, the “Portfolios”) (Licensee’s mutual fund business hereinafter referred to as “Licensee’s Business”).

C. Licensor is the owner of the name and mark “CNL” and various other intellectual property and materials which together constitute the brand image and language by which Licensor is known to the public. Licensor’s various other intellectual property and materials, include, but are not limited to: proprietary management systems, trade names, corporate names, service marks, tag lines and descriptors, domain names, designs, typography, color palettes, internet sites, stationery, signage, promotional items, advertising and marketing materials, tradeshow booths, sponsorships, events, press releases, quarterly and annual reports, presentations, awards, photography, forms, electronic media and product names (the mark “CNL” and the various other intellectual property and materials which together constitute the brand image and language by which Licensor is known to the public are herein collectively referred to as, the “Brand Content”).

D. Among the components of the Brand Content are the service marks listed on Appendix A hereto for the services indicated on Appendix A and the United States service mark registrations and applications for registration listed on Appendix A attached hereto (collectively, the “Marks”).

E. Licensee wishes to obtain a non-exclusive license for it to use the Brand Content, including, without limitation, the Marks in connection with Licensee’s Business, and Licensor is willing to grant to Licensee a non-exclusive license to use the Brand Content, including, without limitation, the Marks, in connection with Licensee’s Business provided that Licensee agrees to comply (and cause the Portfolios to comply) at all times throughout the Term (as defined in Section 4.A. below) of this Agreement with the terms and conditions of this Agreement.

F. Licensor licenses some or all of the Brand Content to various entities that are affiliated with CNL Holdings or that are advised or managed by an affiliate of CNL Holdings.

G. Licensee and CNL Fund Advisors Company, a Florida corporation and an affiliate of CNL Holdings (the “Advisor”), have entered into an Advisory Agreement dated as of May 24, 2007 (the “Advisory Agreement”), whereby CNL Fund Advisors Company provides certain advisory and investment management services to Licensee.

H. While the entities to which Licensor licenses some or all of the Brand Content have a separate legal identity and operations from that of Licensor, it is vital to the culture, reputation, systems and manner of conducting business of Licensor and its Affiliates (as defined in Section 8.A.(2) below) that the entities to which Licensor licenses some or all of the Brand Content comply with certain policies and standards and other requirements established by Licensor pursuant to this Agreement. Licensee acknowledges that the uniform administration of such policies, standards and requirements among Licensee and other entities in a like or similar position to that of Licensee is necessary to uphold (1) the value associated with the culture, reputation, systems and manner of conducting business of Licensor and its Affiliates; (2) the value of the Brand Content to Licensor; and (3) the value of the Brand Content to Licensee and other entities in like or similar position to that of Licensee, and Licensee also acknowledges that the failure to require such compliance and uniform administration may damage the value of the Brand Content to Licensor, its Affiliates, Licensee and such entities in like or similar position to that of Licensee.

I. Licensor would not be willing to provide or cause to be provided the Brand Content to Licensee without the agreement of Licensee to comply at all times during the Term of this Agreement with, and to cause the Portfolios to comply at all times during the Term of this Agreement with, the Policies & Standards (as defined in Section 2.B. below) and the other terms and conditions of this Agreement.

J. Licensee is therefore willing at all times during the Term of this Agreement to comply with, and to cause the Portfolios to comply at all times during the Term of this Agreement with, the Policies & Standards and the other terms and conditions of this Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

A. Licensor grants to Licensee during the Term of this Agreement a non-exclusive license to use the Brand Content, including, without limitation, the Marks and Licensor’s proprietary management systems in connection with Licensee’s Business only. Such license may not be assigned, pledged, encumbered or otherwise transferred by Licensee, voluntarily or involuntarily, by operation of law or otherwise, without Licensor’s prior written consent, and any attempt to do so will immediately void the license granted under this Agreement.

B. Licensor does not grant to Licensee, and nothing in this Agreement shall be construed as granting to Licensee, the right to license, sublicense or authorize others to use the Brand Content.

C. During the Term of this Agreement, Licensor shall have the sole and absolute right to grant other non-exclusive licenses of some or all of the Brand Content to other entities not affiliated with Licensee.

D. Licensor shall not charge Licensee any fee or other compensation for the use of the Brand Content pursuant to the terms of this Agreement.

A. Licensor and its Representatives (as defined in Section 8.A.(5) below) shall have the right to oversee the use of the Brand Content by Licensee and the Portfolios.

B. Licensee acknowledges that Licensor has provided to Licensee certain policies and standards necessary for the preservation of the culture, reputation, systems and manner of conducting business of Licensor and its Affiliates and the value associated with the Brand Content, and Licensee acknowledges by its execution of this Agreement that Licensee has received and reviewed those policies and standards as of the Effective Date. Furthermore, Licensee acknowledges that Licensor shall have the right from time to time, in its sole and absolute discretion, to adopt new policies and standards or amend any existing policies and standards. Licensor shall give notice to Licensee by electronic transmission or other means of any subsequently adopted or amended policies and standards and, if requested by Licensor, Licensee shall promptly execute and deliver to Licensor, in the manner requested by Licensor, an acknowledgment of Licensee’s receipt and review of any subsequently adopted or amended policies and standards issued by Licensor (the policies and standards described in this Section 2.B., together with any subsequently adopted policies and standards, and any amendments to such policies and standards, are collectively called the “Policies & Standards”).

C. Licensee shall comply at all times during the Term of this Agreement with, and shall cause the Portfolios to comply at all times during the Term of this Agreement with, the Policies & Standards.

D. Licensee shall (1) provide to each employee, officer and independent contractor of Licensee a copy of those portions of the Policies & Standards (the “Relevant Policies & Standards”) that are specified by Licensor as being applicable to such employees, officers and contractors or categories of employees, officers and contractors, and (2) require that each such employee, officer and contractor acknowledge, either electronically or via a written instrument in such form as is acceptable to Licensor, such individual’s receipt and review of the Relevant Policies & Standards and such individual’s agreement to comply with the Relevant Policies & Standards. Upon the request of Licensor from time to time, Licensee shall provide or cause to be provided to Licensor copies of the acknowledgments and agreements.

E. Licensee shall have the right to adopt additional policies and standards (“Licensee’s Policies”) that do not conflict with the Policies & Standards. If any of Licensee’s Policies conflict at any time with any of the Policies & Standards, Licensee shall, whether or not Licensor has given Licensee notice of such conflict, immediately discontinue use of such conflicting Licensee’s Policies. Without limiting the effect of the immediately preceding sentence, Licensor’s notice to Licensee of any conflict shall be deemed to constitute conclusive and incontrovertible evidence that such conflict exists.

F. Licensor and Licensor’s Representatives shall have the right, at all times during normal business hours and upon prior notice to Licensee, to enter the premises of Licensee; inspect and make copies of the books and records of Licensee that may be relevant as to present or past compliance or non-compliance with the Policies & Standards and the other terms and conditions of the this Agreement; interview any directors, officers, employees, agents, contractors and advisors of Licensee; and otherwise ascertain whether Licensee is and at all times during the Term of this Agreement has been in compliance with the Policies & Standards and other terms and conditions of this Agreement. The inspection rights granted in this Section 2.F. shall include, without limitation, the right of Licensor and its Representatives to initiate a third-party audit of Licensee to determine compliance or non-compliance with the Policies & Standards and the other terms and conditions of this Agreement.

G. Licensee shall not make or use any modification to any of the Brand Content without the prior express written approval of Licensor, which approval may be granted or denied at Licensor’s discretion.

H. Licensee will use the Marks and other Brand Content solely in connection with Licensee’s Business and materials relating to Licensee’s Business (collectively, the “Services”).

I. All services and products, if any, sold by Licensee shall comply with the Policies & Standards and the other terms and conditions of this Agreement.

J. If Licensee desires to use the designation “CNL” as a part of its identification including, without limitation, in the name of a corporation or other entity, the name of a Portfolio, or the name of a product or service, Licensee shall, not less than thirty (30) days prior to the formation of any such entity or any such new use, submit to Licensor a detailed statement as to the proposed use. Licensee may use such designation only to the extent that Licensor has given Licensee prior written consent.

K. At least ten (10) business days prior to any distribution or use of any materials using or containing the Brand Content by Licensee in connection with the promotion, sale or performance of Licensee’s Business, Licensee will permit Licensor and Licensor’s Representatives to inspect the materials and all other records relating to Licensee’s Business; provided, however, that nothing in the foregoing provision shall prohibit Licensee from distributing or using any materials prior to such inspection by Licensor if such distribution or use is required by applicable law, rule or regulation, or the written advice of Licensee’s legal counsel, under circumstances that do not permit such advance inspection by Licensor. In such event Licensee shall use its best efforts to provide such materials to Licensor for inspection as soon as reasonably practical under the circumstances.

L. Licensee shall add Licensor to all mailing lists and survey lists including, without limitation, mass mailings and surveys to stockholders, customers, clients, vendors, and others.

M. At least ten (10) business days prior to the use of any Brand Content in any printed media, electronic media or any other format, Licensee shall provide to Licensor proofs of

materials showing the proposed use of the Brand Content and documentation demonstrating ownership by Licensor or Licensee of the copyright in the materials. Licensor shall have the right to review and, in its sole discretion, approve or reject such use of the Brand Content; provided, however, that nothing in the foregoing shall prohibit Licensee from distributing or using any materials prior to obtaining Licensor’s approval if such distribution or use is required by applicable law, rule, or regulation, or the written advice of Licensee’s legal counsel, under circumstances that do not permit such advance review and approval by Licensor. In such event Licensee shall use its best efforts to provide such materials to Licensor for such review and approval as soon as reasonably practical under the circumstances.

A. Licensee acknowledges and agrees that the Brand Content including, without limitation, the Marks and the goodwill associated with the Brand Content, is the exclusive property of Licensor and can be used only with Licensor’s prior written license or consent.

B. Licensee further acknowledges and agrees that Licensee will not at any time do, or cause to be done, any act or thing contesting or in any way impairing or intending to impair the validity of or Licensor’s exclusive right, title and interest in the Brand Content.

C. Licensee will not register or apply to register, in any country, state or other jurisdiction, any part or component of the Brand Content, including, without limitation: (1) the Marks, either alone or in combination with any other words or designs; or (2) the copyrights in any materials containing any of the Brand Content.

D. Licensee will not in any manner represent that it owns the Brand Content or any part or component of the Brand Content, and Licensee hereby acknowledges that the use of the Brand Content by Licensee shall not create any right, title, or interest in or to the Brand Content in favor of Licensee, but that all use by Licensee of the Brand Content shall inure to the sole benefit of Licensor. If Licensee uses any part or component of the Brand Content on any expansion of the Services (as defined in Section 2.H above) in violation of this Agreement, Licensee shall execute and deliver to Licensor an assignment of all rights, if any, that Licensee might have in the Brand Content with respect to such expansion of the Services together with the goodwill associated with the Brand Content for such expansion of the Services.

E. Licensee further acknowledges that as a licensee of the Brand Content, Licensee will receive confidential information with respect to and benefit from the proprietary management systems and other trade secrets developed by Licensor or one or more of its Affiliates. Accordingly, Licensee further acknowledges and agrees that the proprietary management systems and other trade secrets disclosed by Licensor are the sole and exclusive property of Licensor and its Affiliates, and upon the termination of this Agreement Licensee shall have no interest in or right to use any of said proprietary management systems and other trade secrets or any of the other Brand Content, including, but not limited to, the Policies & Standards.