A logo licence should define how a distributor may use the brand, how your business approves that use and what must stop when the relationship ends. Agree these controls before supplying artwork or approving packaging. Permission to sell products does not explain every permitted use of the logo.
Confirm the rights your company can grant
Locate the trade mark registration or application, proprietor details, covered goods or services and any earlier licence. Check whether the company owns the rights or receives them from someone else. If a founder owns the mark, first review the company’s right to use a founder-owned trade mark.
IPOS distinguishes a licence from an assignment and provides different recordal routes. A licence permits use; an assignment concerns ownership. Ask the IP adviser about the appropriate agreement and register recordal rather than treating an emailed image file as the whole arrangement.
Describe the permitted branding precisely
List the approved mark and artwork version. Identify products, territories, sales channels and any permitted translations or local adaptations. Decide whether the distributor may use the logo on its own corporate website, marketplace storefront, invoices or promotional events.
Clarify whether the distributor may appoint sub-distributors or give a platform permission to reproduce the artwork. Those permissions should match the actual sales model. A general permission to “promote the brand” leaves uncertainty when an unrelated business starts using it.
Set an approval process staff can follow
- Name the person or team receiving artwork and product samples.
- Specify the materials requiring approval before release.
- Explain how changes to packaging, claims or manufacturing are reviewed.
- Agree how defects, complaints and unauthorised branding are reported.
- Record corrective action and responsibility for reasonable removal or replacement costs.
These are commercial drafting points to agree, not a statement that every licence must contain the same inspection regime. Tailor checks to the products and distribution risk. A food label and a software reseller’s web banner need different review processes.
Plan the exit before the first campaign
Consider an approved product sell-off separately from continued use of the brand in the distributor’s trading identity. Address website headers, advertisements, domains, social accounts, packaging and unused artwork. Agree who contacts marketplaces and how completion will be evidenced.
For example, a distributor can remove a website banner itself but may need a platform to change a store name. The agreement can require prompt requests, a record of those requests and follow-up, instead of promising an immediate result outside its control.
What if the logo is not registered?
Do not describe it as a registered trade mark without checking. Our Singapore trade mark registration guide explains the registration process. Ask an IP adviser which rights your business actually holds and whether the proposed licence covers the artwork and relevant branding rights.
Bring the distribution agreement, rights documents, sample advertisements and brand guidelines to the review. Ensure the licence’s duration, termination and dispute provisions fit the wider commercial agreement.
For related company questions, see our company law guides.
Need help with licensing your brand to a distributor?
If your company, or you as a director or shareholder, is dealing with licensing your brand to a distributor, contact the Raffles Corporate Services team at [email protected] or on WhatsApp at +65 8501 7133 or +65 9018 0072. We will help you understand the documents and deadlines. Where your matter needs a lawyer, we will refer you to a firm on our panel of Singapore law firms that handles intellectual property and commercial agreements. Raffles Corporate Services is a corporate services provider, not a law firm, and this article is general information, not legal advice.
The Raffles Corporate Services Editorial Team, Raffles Corporate Services