Merchandising agreement: consumer brand

About this merchandising agreement

You own the intellectual property rights in a successful consumer entertainment or product. Use this agreement to set up a deal for some third party to market a product or service based on your work.

It could be used by:

• an author of children’s books to license rights to manufacture clothes, toys or a game.
• a country pub to use its photos on place mats
• a sports club to use its name in connection with clothes or equipment.

This licence agreement could be used for any situation where intellectual property rights are licensed for some sort of exploitation by another business.

The agreement may last for years, or for the duration of the event. Merchandise may be sold at an event, after the event, in shops, via the Internet or in some other way. This agreement gives you all such options. It is drawn to cover many alternatives and to protect you, the owner of the rights.

You will receive an up front fee and/or a royalty on sales.

Rather than using legalistic words, we have assumed that for this agreement the merchandise is related to a set of children’s TV characters called “Red Fred”. As we explain in the drafting notes, you will want to change that definition to “Barnsley soccer Derby”, “International Darts Festival”, “Dark Green Jade Concert”, or as your case may be.

We have provided for both an up front payment and a royalty based on sales. You can choose one or both. A licensor will often want a fixed sum up front, just in case the merchandiser is not as good as he says he is.

You choose the exact deal you want in this agreement. You are always in control. You can choose the period the deal is to run, the type of merchandising, countries for selling, quality of goods and more. Each of these is the subject of a separate sub paragraph, for easy edit by you. You can choose “in” or “out” or edit.

This agreement provides the complete legal framework for what would otherwise be a complicated deal. The Net Lawman modular structure in plain English takes you smoothly through the detail of the document.

Key features

• Professionally drawn, tough law
• Easy to edit (as always with Net Lawman documents)
• Thorough coverage of legal areas
• Practical, alternative business provisions
• No requirement for you to be your own lawyer

Alternatives to this merchandising agreement

Net Lawman offers around 20 licence agreements and assignments relating to intellectual property in addition to those in website terms and conditions.

You can find the full selection at:

• Basic contracts for creative work
• High level IP licence and sale agreements
• Merchandising agreements
• Assignment, sale and transfer
• IP licences by creator or owner
• Software and other development contracts

If you have an idea or product you want to pass to someone else to make and sell, we offer more suitable Trademark & copyright licences in our library.

Note: a more sophisticated version of this agreement is at Licence to use name and trademark for merchandising in a different field: media or any industry: up front fee or royalty.

Some of the contents of this agreement

It is impossible to explain a six thousand word document in a few lines, but here is a list of the major subjects covered.

• Definitions and interpretation
• Licensor’s representations about the subject matter
• The Licence of Red Fred and alternative arrangements for up front fee
• Approval of licensed products
• Royalty calculation
• Protection of licensed material
• Third party infringement
• Confidentiality
• Indemnities
• Other matters relating to enforcement and other legal issues