Shareholder Trade Mark Licence

Trade mark licence from a shareholder to a company, for the grant of a licence to the company to use trade marks owned by the shareholder for the company’s business.

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When do I use this document?

  • for a licence of trade marks from a shareholder to a company
  • for registered and/or unregistered trade marks
  • for a licensee company which is a private limited company incorporated in England and Wales

What are the key features?

  • 17 clauses and one schedule over 11 pages
  • alternative wording depending on whether the licence is exclusive or non-exclusive
  • optional provisions for either a royalty-free licence or for payment of a royalty based on the percentage of sales
  • restrictions on the use of the trade marks by the company
  • termination rights for the licensor, including the licensor ceasing to be a shareholder in the licensee

What else do I need to know?

One of the shareholders in a company may own a trade mark which the company requires for its business.

The shareholder may want to retain the ownership of the trade mark but to allow the company to use the trade mark in its business whilst the shareholder remains a shareholder in the company.

The licence of the trade mark could be:

  • exclusive or non-exclusive: if exclusive, the shareholder will not be permitted to allow other third parties to use the trade mark whilst the licence is in force
  • limited to a particular territory
  • royalty free or subject to payment of a royalty, for example a royalty of a specified percentage of the sales made by the company

The licensing shareholder will want to retain control of the manner in which its trade mark is used by the company.

The licensing shareholder may also want the licence to come to an end should it cease to be a shareholder in the company.

When do I use this document?

  • for the grant of both a put option and call option over shares in a private limited company
  • so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares

What are the key features?

  • 24 clauses over 16 pages
  • grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
  • put option exercise and form of exercise notice
  • call option exercise and form of exercise notice
  • mechanics for sale and purchase of option shares
  • warranties and undertakings from the seller

What else do I need to know?

The principal matters which the parties to a put and call option agreement will need to negotiate include:

  • option shares: the number of option shares
  • exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
  • exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
  • exercise price: the price payable for the shares

What other docs are available?

For alternative option agreements over shares, see:

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 21/07/2025

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