Trademark Consent Agreement

This Trademark Consent Agreement ("Agreement") is entered into on [Date] by and between:

1. Party A: [Name], a company incorporated under the laws of [Jurisdiction], with its principal office at [Address].
2. Party B: [Name], a company incorporated under the laws of [Jurisdiction], with its principal office at [Address].

Party A and Party B are collectively referred to as the “Parties.”

1. Purpose

The purpose of this Agreement is to provide Party A’s formal consent to Party B for the use, registration, and continued operation of Party B’s trademark, as defined below, in order to avoid disputes and promote goodwill between the Parties.

2. Trademarks

2.1 Party A’s Trademark:
The trademark(s) owned by Party A that are relevant to this Agreement are listed in Exhibit A ("Party A’s Trademark(s)").

2.2 Party B’s Trademark:
The trademark(s) owned by Party B to which this consent applies are listed in Exhibit B ("Party B’s Trademark(s)").

3. Scope of Consent

3.1 Territory
Party A consents to Party B’s use and/or registration of Party B’s Trademark(s) in the following territory: [Specify territory, e.g., Germany, EU, worldwide].

3.2 Goods and Services
Party A consents to Party B’s use and/or registration of Party B’s Trademark(s) for the following goods and services: [List goods and services covered by the consent].

3.3 Limitations
[Optional: Party B agrees to use its trademark with the following limitations to avoid consumer confusion:

• Use distinct visual designs.
• Include disclaimers on specific product packaging or advertisements.
  ]

4. Representations and Warranties

4.1 By Party A
Party A represents and warrants that:

• It is the rightful owner of Party A’s Trademark(s).
• Party A’s consent does not violate any agreements or rights of third parties.

4.2 By Party B
Party B represents and warrants that:

• It will use Party B’s Trademark(s) in compliance with applicable laws and regulations.
• It will not use Party A’s Trademark(s) or any mark confusingly similar to Party A’s Trademark(s), except as expressly permitted by this Agreement.

5. Cooperation in Registration

Party A agrees to cooperate with Party B in filing or maintaining applications for Party B’s Trademark(s) with the relevant trademark authorities, including but not limited to:

• Providing written statements of consent, if required.
• Responding to inquiries from trademark offices to support Party B’s application.

6. Term and Termination

6.1 Term
This Agreement shall remain in effect indefinitely unless terminated in accordance with Section 6.2.

6.2 Termination

• Either Party may terminate this Agreement by providing [Number] days’ written notice if the other Party breaches any material term of this Agreement.
• Party A may revoke consent if Party B’s use of the trademark creates confusion, damages Party A’s reputation, or violates the terms of this Agreement.

6.3 Effect of Termination
Upon termination, Party B shall cease using Party B’s Trademark(s) if required by law or by a court decision.

7. Indemnification

7.1 Indemnification by Party B
Party B shall indemnify and hold harmless Party A from any claims, damages, or liabilities arising from Party B’s use of Party B’s Trademark(s), except where such claims are directly attributable to Party A’s actions.

8. Dispute Resolution

8.1 Governing Law
This Agreement shall be governed by the laws of [Jurisdiction].

8.2 Dispute Resolution
[Option 1: Any disputes arising under this Agreement shall be resolved through binding arbitration under the rules of [Arbitration Institution].]
[Option 2: The Parties agree to the exclusive jurisdiction of the courts in [Location].]

9. Confidentiality

The Parties agree to keep the terms of this Agreement confidential, except as required for registration purposes or by law.

10. Miscellaneous

10.1 Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements.

10.2 Amendments
This Agreement may only be amended in writing, signed by both Parties.

10.3 Assignment
Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

11. Signatures

Party A:
Name: __________________________
Signature: _____________________
Date: __________________________

Party B:
Name: __________________________
Signature: _____________________
Date: __________________________

Attachments

• Exhibit A: Party A’s Trademark(s).
• Exhibit B: Party B’s Trademark(s).

Optional Clauses

Coexistence Clause:
If applicable, include a clause specifying the measures both Parties will take to coexist peacefully in overlapping markets.

Renewal Clause:
If Party B’s Trademark(s) is subject to renewal, Party A agrees to cooperate with renewal applications.

Revocation Conditions:
Specify detailed conditions under which Party A can revoke consent, such as changes in Party B’s business or reputation.

This flexible template allows Parties to formalize their consent while protecting their respective rights and minimizing the risk of disputes. Always consult a trademark attorney to adapt the agreement to specific legal and jurisdictional requirements.