Are electronic signatures legally valid?

Yes. Electronic signatures are legally enforceable in interstate transactions under the ESIGN Act (15 U.S.C. ch. 96, 2000) and under UETA in most states; ensure intent, consent, attribution, and record retention.

Do I need notarization for a branding license?

Not usually. Most commercial licensing agreements do not require notarization, but certain state or recordation scenarios may, so verify local requirements before executing.

What if a licensee misuses the brand?

Enforce remedies specified in the agreement such as cure periods, termination, indemnity claims, and injunctive relief to stop misuse and recover damages.

Can remote online notarization (RON) be used?

Many states permit RON; rules differ. Check your state’s notary regulations and confirm the RON provider retains required recordings and identity proofing.

How are revisions handled after signing?

Amendments should be written, signed by authorized representatives, and stored with the original; include an amendment clause specifying execution requirements.

Is signNow suitable for executing this agreement?

signNow supports legally binding eSignatures, audit trails, and compliance certifications including SOC 2 and HIPAA (BAA required); choose authentication and retention settings that meet your legal needs.

Electronic Signature
Templates
Miscellaneous
Brand Usage License Agreement

Brand Usage License Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BRAND USAGE LICENSE AGREEMENT

This Brand Usage License Agreement (the Agreement) is made effective as of between Licensor: , with principal address , and Licensee: , with principal address .

WHEREAS

WHEREAS, Licensor is the owner of certain trademarks, trade dress, logos, designs and associated brand elements (collectively, the Marks) used in connection with Licensor’s business and goodwill; and

WHEREAS, Licensee desires to obtain a license to use the Marks solely for the limited purposes and subject to the terms set forth in this Agreement, and Licensor is willing to grant such a license on the terms and conditions hereinafter set forth.

WHEREAS, the parties intend that this Agreement define the scope, payment, quality control, confidentiality and other terms governing Licensee’s authorized uses of the Marks.

1. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-transferable, Non-exclusive Exclusive license to use the Marks solely for the Permitted Uses described below and only during the Term described in Section 4. Licensee shall not use the Marks for any other purpose without prior written consent from Licensor.

2. SCOPE OF WORK / PERMITTED USES

Detailed description of permitted uses and deliverables

Permitted media (check all that apply): Print Digital/Online Packaging Broadcast/Video

Licensee shall use the Marks only in the form and manner approved by Licensor. All uses of the Marks shall conform to Licensor’s brand guidelines and quality standards; Licensee shall submit sample materials for Licensor’s approval when requested and shall not distribute materials bearing the Marks until written approval is provided. Licensee’s contact for submissions:

3. PAYMENT TERMS

License fee amount Payment schedule and method

Late payments shall accrue interest at the rate of % per month (or the maximum rate permitted by law, if lower), calculated from the due date until paid. Licensee shall also reimburse Licensor for reasonable collection costs, including attorney fees, incurred to collect past-due amounts.

4. TERM AND TERMINATION

This Agreement shall commence on and continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Licensor may terminate immediately upon written notice if Licensee materially breaches any term related to quality control, unauthorized sublicensing, or misuse of the Marks and fails to cure such breach within 15 days after receiving written notice.

5. INTELLECTUAL PROPERTY; OWNERSHIP

Licensor retains all right, title and interest in and to the Marks and all goodwill associated therewith. Licensee acknowledges that it acquires no ownership rights in the Marks by virtue of this Agreement and agrees not to contest Licensor’s ownership or the validity of the Marks. All uses by Licensee shall inure to the benefit of Licensor.

6. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including brand guidelines, artwork files, pricing, marketing plans and business terms. The receiving party shall (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Confidential Information shall not include information that: (i) is or becomes public through no breach by the receiving party; (ii) is already known to the receiving party without restriction; (iii) is rightfully received from a third party free of any obligation of confidentiality; or (iv) is independently developed without use of Confidential Information.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee’s use of the Marks, Licensee’s products or materials bearing the Marks, or Licensee’s breach of this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEES ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. QUALITY CONTROL

All materials bearing the Marks shall meet Licensor’s reasonable quality standards. Licensee shall provide Licensor with samples for approval upon request and shall not distribute materials bearing the Marks without written approval. Licensor shall approve or provide written comments within days of receipt; silence for such period shall not constitute approval.

9. ASSIGNMENT; SUBLICENSING

Licensee shall not assign, transfer or sublicense its rights under this Agreement without the prior written consent of Licensor, which consent may be withheld in Licensor’s sole discretion. Any attempted assignment, transfer or sublicense without such consent shall be null and void.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in the county of Licensor's principal place of business unless the parties agree otherwise in writing.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

12. SEVERABILITY; WAIVER

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach.

13. NOTICES

Licensor notice address Licensee notice address

Notices shall be delivered in writing to the addresses set forth above, or to such other address as a party may specify by written notice to the other party in accordance with this Section.

14. MISCELLANEOUS

The parties acknowledge that they have had the opportunity to consult with counsel and that any rule of construction requiring interpretation against the drafting party shall not apply. Headings are for convenience only and do not affect interpretation.

Licensor:

By:

Date:

Licensee:

By:

Date:

What a Brand Usage License Agreement Covers

A Brand Usage License Agreement is a written contract that grants a third party limited rights to use trademarks, logos, trade dress, and other brand assets under defined conditions. It sets permitted uses, quality standards, territorial and temporal limits, royalty or fee terms if any, and termination and indemnity clauses. The agreement protects the brand owner’s intellectual property while enabling partners, vendors, or affiliates to reproduce or display brand elements consistent with style guidelines. Properly drafted, it reduces disputes and preserves trademark rights by controlling scope and quality.

Why a Formal License Protects Your Brand

A clear Brand Usage License Agreement establishes legal boundaries for logo and mark use, preserves trademark rights, and allocates responsibility for quality control and infringement claims. It helps avoid consumer confusion and supports enforcement actions if misuse occurs.

Typical parties who prepare or sign these agreements

Parties vary by role; the agreement is used to govern external and internal branding relationships.

Brand owners and in-house legal teams managing licensing and compliance obligations.
Marketing agencies and creative vendors needing permission to reproduce logos or proprietary marks.
Franchisees, partners, and resellers required to follow brand standards and receive usage rights.

Use the agreement to document permissions, set quality standards, and define remedies for misuse.

Core elements to include in a professional agreement

A thorough Brand Usage License Agreement balances clarity, control, and enforceability across six key areas.

Grant

Describe the scope: marks licensed, permitted materials, media, territories, and exclusivity, if any.

Quality Standards

Specify brand guidelines, approval process, acceptable variations, sample approvals, and quality metrics for use.

Term and Termination

State start and end dates, renewal mechanics, and termination triggers including breach and insolvency.

Compensation

Define royalties, fixed fees, invoicing schedules, taxes, and reporting obligations for sales-linked payments.

IP Ownership

Clarify that marks remain owner property, limit licensee rights, and document permitted sub-licensing rules.

Indemnity & Remedies

Allocate responsibility for infringement claims, set damage measures, and include injunctive relief language.

Security and compliance items to note

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit Trail: Signed-event IPs and timestamps recorded

HIPAA: BAA required for PHI workflows

ESIGN/UETA: Recognized for electronic signature validity

Access Controls: Role-based access and SSO options

Certifications: SOC 2 Type II and ISO 27001 available

Step-by-step: completing and signing the agreement

Follow these tasks in order to prepare, approve, and finalize a Brand Usage License Agreement efficiently.

01

Draft: Populate template fields and attach brand guidelines.
02

Internal Review: Legal and marketing validate scope and quality controls.
03

Send for Signature: Use an eSignature platform or physical signing as appropriate.
04

Archive: Store executed copy and audit trail for retention compliance.

Configuring an online approval and signing workflow

Key settings ensure accurate routing, authentication, and evidence capture when using an eSignature platform.

Field	Configuration
Template Name	Use a unique name and version number for tracking.
Authentication	Select email link, SMS code, or KBA as needed.
Conditional Fields	Show or hide clauses based on selections.
Notifications	Enable reminders and completion notices for signers.

Typical digital signing flow for this agreement

A standard eight-step process captures consent, identity, and an auditable signature record.

Upload: Sender uploads the drafted agreement file.
Place Fields: Add signature, date, and initial fields where needed.
Add Signers: Enter signer emails and define signing order.
Capture Evidence: Platform records timestamps, IPs, and authentication events.

Technical considerations for eSigning and storage

Confirm the platform supports required authentication, retention, and integrations before using it for brand licenses.

Format Support: PDF and DOCX compatibility for redline and final execution
Integrations: Connectors for cloud storage and contract repositories
Compliance: BAA availability and SOC 2/ISO certifications

Prioritize platforms that preserve a tamper-evident audit trail and allow export to common archival formats.

Consequences of incomplete or imprecise agreements

Unenforceability: Missing scope may void license

Trademark Dilution: Uncontrolled use weakens mark strength

Infringement Liability: Owner may face third-party claims

Monetary Damages: Contract damages or statutory penalties

Injunctions: Court orders to stop unauthorized use

Reputational Harm: Poor-quality uses damage brand value

Common drafting and approval pitfalls to avoid

Failing to define permitted formats and color/size rules leads to inconsistent application of the mark and enforcement issues.
Allowing unspecified sublicensing or transfer can permit downstream misuse by parties the licensor never vetted.
Not setting a clear approval turnaround time causes delays and uncertainty for marketing deadlines and campaign launches.
Neglecting to require proof of insurance or indemnity leaves the licensor exposed to third-party claims and uncovered liabilities.

Typical timing and notice periods to include

Define clear timelines to reduce disputes and streamline approvals.

Approval Turnaround:

Specify review window, commonly 5–10 business days

Notice to Cure:

Provide 10–30 days to remedy breaches before termination

Renewal Notice:

Require written renewal notice 30–60 days before expiry

Royalty Reporting:

State reporting frequency, typically quarterly or annually

Record Inspection:

Allow audits with at least 7–30 days’ notice

How organizations use Brand Usage Licenses in practice

Real-world examples show common scenarios where the agreement creates operational clarity.

Optica Ventures (COO)

A venture firm shares logos with portfolio marketing

Need to control use on websites and decks
The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

Martin Properties (Founder)

A real estate firm licenses broker logos to franchisees

Goal was rapid approvals with consistent branding
I can process and execute all of these documents online with 100% compliance and built-in security.

eSignature platform comparison for executing Brand Usage License Agreements

Compare vendor pricing, bulk-send capabilities, audit trail availability, HIPAA compliance, and envelope limits to match your volume and regulatory needs.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions and quick answers

Answers to common legal, technical, and compliance questions when preparing and executing a Brand Usage License Agreement.

Need help? Contact support

Are electronic signatures legally valid?
Yes. Electronic signatures are legally enforceable in interstate transactions under the ESIGN Act (15 U.S.C. ch. 96, 2000) and under UETA in most states; ensure intent, consent, attribution, and record retention.
Do I need notarization for a branding license?
Not usually. Most commercial licensing agreements do not require notarization, but certain state or recordation scenarios may, so verify local requirements before executing.
What if a licensee misuses the brand?
Enforce remedies specified in the agreement such as cure periods, termination, indemnity claims, and injunctive relief to stop misuse and recover damages.
Can remote online notarization (RON) be used?
Many states permit RON; rules differ. Check your state’s notary regulations and confirm the RON provider retains required recordings and identity proofing.
How are revisions handled after signing?
Amendments should be written, signed by authorized representatives, and stored with the original; include an amendment clause specifying execution requirements.
Is signNow suitable for executing this agreement?
signNow supports legally binding eSignatures, audit trails, and compliance certifications including SOC 2 and HIPAA (BAA required); choose authentication and retention settings that meet your legal needs.

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