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Trademark Licensing

Trademark licensing lets a brand owner permit others to use a registered trademark on agreed terms while keeping ownership. We...

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Key takeaways

Trademark licensing is governed by the Trade Marks Act, 1999 and the Trade Marks Rules, 2017, and lets the proprietor authorise others to use the mark without transferring ownership.
A licence may be exclusive, sole or non-exclusive and can be limited by goods, services, territory, term and quality standards.
The licensee can be recorded as a registered user with the Trade Marks Registry by filing Form TM-U.
Licensing differs from assignment, which transfers ownership of the trademark itself.
The proprietor must keep quality control over the licensed goods or services to avoid the mark becoming deceptive.
Filings are made online through the IP India portal administered by the Trade Marks Registry under the CGPDTM.
A written, signed licence with clear scope and royalty terms makes the rights commercially robust and enforceable.

Overview

What is trademark licensing?

Trademark licensing is a legal arrangement in which the owner of a trademark, known as the licensor, grants another party, the licensee, the right to use the mark on agreed terms. The licensor keeps ownership of the trademark; only the right to use it is shared. This lets a brand expand into new products, markets and territories without diluting who owns the underlying asset.

In India, trademark licensing sits within the framework of the Trade Marks Act, 1999. A licence is the engine behind franchising, merchandising, co-branding and distribution deals, allowing a respected brand to be used by manufacturers, retailers and partners while the proprietor retains control over quality and reputation.

Where trademark licensing is commonly used

Franchising of retail, food and service outlets
Merchandising of logos on apparel, toys and accessories
Manufacturing and private-label arrangements
Distribution and reseller networks
Co-branding and brand collaborations
Technology, media and entertainment tie-ups

Types of licence

Categories of trademark licence

The right structure depends on how much exclusivity you want to grant and how the brand will be used. The scope is defined by the goods or services, the territory, the term and the quality standards agreed between the parties.

Licence type	What it grants
Exclusive licence	Only the licensee may use the mark for the agreed goods, services and territory, to the exclusion of even the proprietor.
Sole licence	The licensee and the proprietor may both use the mark, but no other party can be licensed.
Non-exclusive licence	The proprietor may grant the same rights to several licensees at once.

Scope element	How it is defined
Goods and services	The specific classes and items the licence covers
Territory	The states, regions or countries where use is allowed
Term	The duration of the licence and any renewal terms
Quality control	Standards, audits and approvals the licensee must meet

Licence vs assignment

Licensing compared with assignment

These two routes are often confused, but they have very different consequences for who owns the brand. Choosing correctly protects the long-term value of your trademark.

Licensing

The proprietor keeps ownership of the trademark
Only the right to use the mark is granted
Use is usually limited by goods, territory and term
The licensee may be recorded as a registered user
Ideal for franchising, merchandising and distribution

Assignment

Ownership of the trademark is transferred
The assignee becomes the new proprietor
It can be with or without the business goodwill
It is recorded with the Trade Marks Registry on Form TM-P
Ideal for sale, restructuring or exit

Looking to register or protect a mark first? See our Trademark Registration and Brand Name Registration services.

Registered user

The registered user entry

Under the Trade Marks Act, 1999, a licensee can be recorded as a registered user of the mark. While recording is not mandatory for a licence to be valid, it gives the licensee a recognised status before the Trade Marks Registry and strengthens the evidentiary position of both parties. The application is made jointly by the proprietor and the proposed registered user on Form TM-U.

Why recording the licensee helps

Public record of the licensee’s authorised, permitted use
Permitted use can support the proprietor in defending non-use challenges
Clearer footing for the licensee in enforcement and infringement matters
Greater transparency for partners, financiers and marketplaces

How it works

The licensing process, step by step

We handle the commercial agreement and the registry formalities together, so your licence is both watertight and properly recorded.

Drafting the licence

Verify the mark
Confirm the trademark is registered and in force, and that the proprietor has clear title to license it.
Define scope
Agree the goods, services, territory, term, exclusivity, royalties and quality-control terms.
Draft and negotiate
We prepare a comprehensive licence agreement and negotiate the clauses with the other side.
Execute
Both parties sign the agreement, which is stamped as required under the applicable Stamp Act.

Recording with the Registry

Prepare Form TM-U
We compile the joint application to record the licensee as a registered user of the mark.
File online
The application and supporting documents are filed through the IP India portal with the prescribed fee.
Examination
The Trade Marks Registry reviews the application and may raise queries.
Entry recorded
Once accepted, the registered-user entry is made and reflected in the register.

Paperwork

Documents required

Trademark registration certificate or application details
Details of the proprietor and the proposed licensee
The signed licence or registered-user agreement
Statement of the relationship between the parties and the permitted use
Goods or services and the classes covered by the licence
Territory, duration and any conditions on use
Power of attorney (Form TM-M / authorisation) where an agent files
Proof of payment of the prescribed government fee

Lifecycle

Term & key clauses

A licence runs for the agreed term, within the validity of the registered mark.
A registered trademark is valid for 10 years and renewable, so the licence should track renewals.
Strong quality-control clauses keep the mark from becoming deceptive.
Royalty, audit, termination and dispute-resolution clauses protect both parties.

Licensing other creative rights too? See our Copyright Licensing, Copyright Registration and Patent Registration services.

Why it matters

Benefits of trademark licensing

New revenue

Earn royalties and licence fees from a brand you have already built.

Faster expansion

Enter new products, markets and territories without setting up everything yourself.

Retained ownership

Grow the brand’s reach while keeping full ownership of the trademark.

Quality control

Set standards the licensee must meet, protecting brand reputation.

Stronger partnerships

Build franchise, distribution and co-branding networks on a clear legal footing.

Enforceable rights

A written, recorded licence makes rights easier to defend and enforce.

Get it right

Common pitfalls to avoid

A poorly drafted licence can quietly erode the value of a brand. These are the mistakes we routinely help clients steer clear of.

No quality control: uncontrolled use can render the mark deceptive and vulnerable.
Vague scope: unclear goods, territory or term invites disputes.
Missing renewal tracking: a licence loses footing if the underlying mark lapses.
Oral arrangements: unwritten licences are difficult to prove and enforce.
Ignoring stamping: agreements should be stamped under the applicable Stamp Act.

Why us

Why Diligence Certifications

We combine commercial drafting with hands-on experience at the Trade Marks Registry, so your licence works in negotiation, on paper and on the public record.

Bespoke drafting

Agreements tailored to your goods, territory, royalties and exclusivity, not generic templates.

End-to-end filing

We prepare and file Form TM-U and track the registered-user entry to completion.

Brand protection

Quality-control and enforcement clauses built to safeguard your reputation.

Planning to license your brand?

Tell us how you want your trademark used, and we will draft the licence, set the royalty and quality terms, and record the licensee with the Registry.

Talk to a trademark expert

Official source

Registered user and licensing entries are recorded by Intellectual Property India.

FAQ

Frequently asked questions

What is trademark licensing?

Trademark licensing is an arrangement where the owner of a trademark allows another party to use the mark on agreed terms, such as specific goods, territory and duration, while keeping ownership of the trademark.

What is the difference between a trademark licence and an assignment?

A licence grants the right to use a mark while the proprietor keeps ownership. An assignment transfers ownership of the trademark itself to a new proprietor, with or without the business goodwill.

Is it mandatory to record a trademark licence with the Registry?

Recording is not mandatory for a licence to be valid, but a licensee can be recorded as a registered user by filing Form TM-U. Recording gives the licensee recognised status and strengthens both parties’ position.

Can a trademark be licensed for only certain goods or regions?

Yes. A licence can be limited by the goods or services, classes, territory and term, and can be exclusive, sole or non-exclusive depending on what the parties agree.

Why is quality control important in a trademark licence?

The proprietor must keep control over the quality of the licensed goods or services. Without it, the mark can become deceptive and its protection weakened, so quality-control clauses are essential.

Where are trademark licensing applications filed in India?

Registered-user and related filings are made online through the IP India portal of the Trade Marks Registry, which operates under the Controller General of Patents, Designs and Trade Marks.

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