Brand Commercialization
License Your Trademark & Brand in India
Monetize your brand equity without selling your intellectual property. Authorize third parties, franchisees, and manufacturers to use your registered trademark under strict quality control, earn regular royalty income, and record the license on the Trade Marks Register.
- Royalty & Revenue-Share Structuring
- Airtight Quality Control Clauses
- Form TM-28 Registered User Filing
Commercial IP Growth
Expand your market footprint while retaining 100% brand ownership
Trademark licensing is the legal mechanism through which the proprietor of a registered trademark (the Licensor) grants permission to another party (the Licensee) to manufacture, distribute, or market products or services under the brand name in exchange for royalty payments.
Unlike trademark assignment (selling), licensing allows you to retain ultimate ownership of your intellectual property while scaling into new geographical territories, retail channels, or franchise networks.
Under Indian trademark law (Sections 48 to 54 of the Trade Marks Act, 1999), a licensing agreement must incorporate explicit quality control covenants. Without quality control, the licensing can be deemed 'naked licensing', potentially resulting in the cancellation of your trademark registration for brand dilution.
Industry Use Cases
Who benefits from trademark licensing?
Licensing is the backbone of commercial expansion across multiple high-growth industries:
Franchise Networks
Essential for food & beverage, retail, salon, and hospitality brands granting operational rights to regional franchisees.
Software & Technology Platforms
Allows SaaS companies to license their white-labeled platform and brand marks to channel distributors.
Apparel & Merchandising
Enables fashion, sports, and entertainment brands to license artwork and logos to specialized garment manufacturers.
Pharmaceutical & Healthcare
Facilitates contract manufacturing and marketing arrangements under recognized formulations and brand labels.
Holding & Subsidiary Companies
Enables group parent entities to license intellectual property to operational subsidiaries with tax-compliant royalties.
Scope of Work
Comprehensive trademark licensing solutions
Bespoke License Drafting
Drafting customized agreements with clear provisions on exclusivity, territorial limits, and duration.
Royalty Mechanism Structuring
Defining percentage royalties, minimum guarantee sums, payment schedules, and audit inspection rights.
Quality Control Covenants
Drafting stringent quality inspection and compliance metrics to prevent mark invalidation under naked licensing doctrines.
Sub-Licensing Restraints
Clear guidelines restricting or permitting the licensee from delegating brand usage to unauthorized third parties.
Form TM-28 Registered User Filing
Filing the statutory application with the Registrar of Trade Marks within 6 months to record the licensee as an official registered user.
Breach & Termination Remedies
Airtight termination triggers for failure to meet quality standards, non-payment of royalties, or insolvency.
Workflow
How to license your trademark in 3 steps
Simple, organized, and guided at every step by our compliance desk.
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1
Step 1 — Commercial Terms Alignment
Discuss commercial scope: exclusivity (exclusive vs non-exclusive), royalty percentages, geographical territory, and duration.
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Step 2 — Legal Drafting & Execution
Our IP attorneys draft the Trademark License Agreement, embed quality safeguards, and facilitate execution with proper stamp duty.
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3
Step 3 — Trade Marks Registry Recordal
We file Form TM-28 with the Registrar of Trade Marks to officially record the licensee as a Registered User under the Trade Marks Act.
Checklist
Documents required for trademark licensing
- Trademark Registration Certificate of the mark being licensed
- Certificate of Incorporation / Partnership Deed of both Licensor and Licensee
- KYC and PAN cards of authorized signatories from both parties
- Board Resolutions authorizing execution of the licensing contract
- Executed Trademark License Agreement printed on applicable non-judicial stamp paper
- Joint application in Form TM-28 signed by both Licensor and Licensee
Licensing Models
Types of trademark licensing arrangements
Exclusive License
The licensee is the only party permitted to use the mark within the specified territory, excluding even the licensor.
Non-Exclusive License
The licensor can grant rights to multiple licensees in the same or different territories simultaneously.
Sole License
Only the licensor and one licensee are allowed to use the mark; no additional licenses can be granted to third parties.
Franchise License
A comprehensive package combining trademark rights with standard operating procedures, trade secrets, and business know-how.
Why VIDURA
Commercial protection for intellectual property assets
Airtight Quality Safeguards
We embed enforceable inspection and audit protocols to protect the licensor's trademark from dilution.
Tax & Stamp Duty Compliance
Clear guidance on state-specific stamp duty implications and GST applicability on royalty payments.
Statutory Registry Recordal
Full facilitation of Form TM-28 filings ensuring the licensee's use legally counts as use by the proprietor.
FAQ
Frequently Asked Questions About Trademark Licensing
What is the difference between Trademark Licensing and Trademark Assignment?
Trademark Licensing is temporary and grants permission to use the brand while the owner retains 100% legal title and earns royalties. Trademark Assignment is a permanent sale or transfer of brand ownership to another party, after which the original owner has no further rights.
Is it mandatory to register a trademark licensing agreement with the government?
While unregistered licensing is recognized under common law, registering the agreement with the Trademark Registry under Form TM-28 (Registered User) is strongly recommended. It ensures that commercial use by the licensee is legally deemed as use by the owner, preventing abandonment challenges.
What is 'Naked Licensing' and why is it dangerous?
'Naked licensing' occurs when a brand owner licenses their trademark without retaining contractual quality control over the licensee's goods or services. Under Indian and international law, naked licensing can result in courts holding that the mark has lost its distinctiveness, leading to trademark cancellation.
Can an unregistered trademark be licensed?
Yes, common law licensing of an unregistered mark is permissible under contract law, but statutory recordal as a 'Registered User' under Section 49 of the Trade Marks Act is only available for registered trademarks.
Commercialize Your Brand
Ready to expand through structured trademark licensing?
Connect with VIDURA's IP contracts desk. We draft and register high-value licensing contracts tailored to your commercial goals.