The McDonald brothers and the price of a name
In 1961 the McDonald brothers sold their business together with the name. They kept their first restaurant, but could no longer call it by their own surname. A business name is a separate asset, and when you sell it, you sell it for good.
So before any deal involving a trademark, you need to understand the difference: are you letting someone use it, or giving it away entirely.
What's included
- Choosing the structure: licence, assignment or franchise.
- The agreement with territory, term, fee and quality control.
- Termination terms: what happens to the signage, the goods and the domain.
- Recording the licence or assignment in the state register.
- An English version, if the other party is foreign.
Licence, assignment or franchise
| Licence | Assignment | Franchise | |
|---|---|---|---|
| Owner of the mark | Stays with you | Passes to the buyer | Stays with you |
| What the partner gets | The right to use it on the contract's terms | The whole mark | The mark, the technology, the standards |
| Payment | Royalties or a fixed sum | One-off price | Initial fee and royalties |
| When it fits | A partner in another city or country | Selling a business or a brand | Scaling a chain |
What people often forget to write down
Quality control: whether you can require the licensee to follow standards. Sublicensing: whether the partner can let someone else use the mark. What to do with leftover stock when the licence ends. Who pays to protect the mark from copies in the licensee's territory.
And most importantly: the licence or assignment has to be recorded in the state register. That determines from what moment the rights are effective against third parties.
How it works
Your part: the certificate and your vision of the deal. The rest of the arrows are mine.
Civil Code of Ukraine: Articles 1107–1114 (disposal of intellectual property rights, licence agreement), Chapter 76 (commercial concession); Law of Ukraine “On the Protection of Rights to Marks for Goods and Services”.
Frequently asked questions about trademark licensing and assignment
How much does a licence agreement cost?
From €150. A franchise with a full document package is more complex and costs more.
Can I license a mark that isn't registered yet?
A licence to a mark arises after registration. Before that you can sign an agreement for the future, but the risks are higher.
What's the difference between an exclusive and a non-exclusive licence?
Under an exclusive licence nobody else, not even you, can use the mark in the licensee's territory. Under a non-exclusive one you can grant licences to others.
Does the agreement need to be registered?
Details of a licence or assignment are recorded in the state register. Without that, it's harder to enforce rights against third parties.
Haven't registered the mark yet? Start with trademark registration. If the other side insists on its own terms, negotiation support will help.