# TRADE MARK LICENCE AGREEMENT
## Important legal warning
This fictional agreement is an illustrative worked example and is not legal advice, a UKIPO filing or evidence that the parties own or may use any particular mark. The parties must check the register, ownership, classes, goodwill, chain of title, company authority, competition law, consumer protection, product-safety and food-labelling rules, insurance and tax treatment. A licence must preserve the proprietor's control of the quality of goods sold under the mark. The figures, addresses, registration number and names below are fictional. A solicitor and trade mark attorney should review the final form and any overseas use.
Date: 1 April 2027
Parties
(1) Northmere Foods Limited, a company incorporated in England and Wales under company number 08941762, whose registered office is 18 Millbank Quay, York YO1 6RT (Licensor); and
(2) Hearth & Field Retail Limited, a company incorporated in England and Wales under company number 11280643, whose registered office is 7 Alder Street, Leeds LS2 7PN (Licensee).
The Licensor and Licensee are each a Party and together the Parties.
## 1. Background and definitions
(A) The Licensor is recorded as proprietor at the UK Intellectual Property Office of UK trade mark number UK00003874192, the word mark HEARTHFIELD, registered on 19 January 2024 in class 29 for prepared soups, sauces and preserved vegetables and class 30 for bread, pastry and cereals (Trade Mark).
(B) The Licensee operates independent delicatessen shops and wishes to sell the approved products. The Licensor is willing to grant the limited licence below, subject to quality control.
In this Agreement, Approved Products means the tomato and basil soup, roasted pepper relish and oat crackers specified in Schedule 1; Net Sales means the invoiced price actually received for Approved Products, excluding VAT, trade discounts, credit notes, refunds and bona fide returns, but not excluding delivery charges separately invoiced; Territory means England and Wales; Business Day means a weekday other than a bank holiday in England and Wales; and Term means the period in clause 8.
## 2. Grant of licence
With effect from 1 April 2027, the Licensor grants the Licensee a non-exclusive, non-transferable licence in the Territory to use the Trade Mark solely on, in connection with and in advertising for the Approved Products supplied by the Licensor. The licence is personal to the Licensee. It does not permit manufacture, repackaging, sublicensing, use for services, use in Scotland or Northern Ireland, registration of a domain name, or use as the Licensee's company name. The Licensee must not imply that it owns the Trade Mark or has authority beyond this Agreement.
The Licensee may permit its named employees and appointed marketing agency to use approved artwork only for the permitted purpose, provided the Licensee remains responsible for their acts. No other affiliate, distributor, marketplace seller or franchisee may use the Trade Mark without a separate written licence signed by the Licensor.
## 3. Approved use and quality control
The Licensee must use the Trade Mark exactly in the artwork, colours, relative proportions and notice form approved by the Licensor. It must display the symbol and ownership statement reasonably specified by the Licensor and must not alter, abbreviate, combine or translate the mark. Every advertisement, label, menu, website page and point-of-sale display must be submitted to the Licensor at least five Business Days before publication; approval is not required for a repeat of unchanged approved material, but the Licensee must retain the approval record.
The Licensee must sell only products supplied in sealed packaging bearing batch, allergen and best-before information approved by the Licensor. It must follow the Licensor's written quality manual, keep products at the stated temperature, maintain traceability from delivery to customer and notify the Licensor within 24 hours of a complaint alleging contamination, allergen error or injury. The Licensor may inspect premises and records on two Business Days' notice, or immediately where a safety concern reasonably requires it, and may take samples at its own cost. The Licensee must co-operate with a recall and must not make a public statement about a recall without consulting the Licensor unless immediate law or safety requires it.
## 4. Fees and royalty
The Licensee must pay an upfront licence fee of £6,000 plus VAT on 8 April 2027. It must also pay a royalty of 5% of Net Sales. For the first contract year ending 31 March 2028, the minimum royalty is £9,000, credited against royalties already paid for that year but not refundable. Thereafter the minimum annual royalty is £10,800, unless the Parties agree a different amount in writing.
The Licensee must send a quarterly statement within 15 Business Days after 30 June, 30 September, 31 December and 31 March, showing units, gross invoices, excluded VAT, discounts, returns and Net Sales by product. Payment is due with each statement. For the quarter ending 30 June 2027, Net Sales are £48,000 and the royalty is £2,400. For the quarter ending 30 September, Net Sales are £62,000 and the royalty is £3,100. For the quarter ending 31 December, Net Sales are £71,000 and the royalty is £3,550. For the quarter ending 31 March 2028, Net Sales are £59,000 and the royalty is £2,950. Total first-year Net Sales are £240,000 and 5% is £12,000, so the £9,000 minimum is exceeded by £3,000. All amounts are exclusive of VAT where VAT applies.
The Licensor may inspect royalty records once in each year on reasonable notice. If an audit finds an understatement of more than 3%, the Licensee must pay the shortfall, reasonable audit cost and interest at 3% above the Bank of England base rate, without limiting other remedies.
## 5. Ownership and protection
All goodwill arising from use of the Trade Mark belongs to the Licensor. The Licensee must not challenge validity, ownership or registration, apply to register a confusingly similar mark, or use a mark likely to damage the Trade Mark. It must promptly tell the Licensor about suspected infringement and provide reasonable evidence. The Licensor controls enforcement and may bring proceedings, settle or decline to act. The Licensee must not contact an alleged infringer or commence proceedings without written authority, but may seek urgent protection if the Licensor does not act within a reasonable time after notice.
The Licensee must sign documents reasonably required to record this licence at UKIPO. Until recordal, the Licensee must not represent that the licence has been recorded. The Licensor will pay the official recordal fee, and the Licensee will pay its own adviser cost.
## 6. Compliance, insurance and indemnity
Each Party must comply with applicable law. The Licensee is responsible for product manufacture by any supplier it appoints, labelling, advertising claims, consumer refunds, staff training and its taxes. It must maintain public and product liability insurance of at least £5,000,000 for each claim and provide evidence on request. The Licensee indemnifies the Licensor for third-party loss, recall expense and reasonable professional cost caused by the Licensee's unauthorised use, breach of quality requirements, negligence, unlawful advertising or failure to trace products, except to the extent caused by the Licensor's breach.
## 7. Confidentiality and no partnership
Each Party must keep the other Party's non-public commercial information confidential, use it only for this Agreement and disclose it only to people who need to know and are bound by equivalent duties. This does not cover information already public without breach, lawfully known or independently developed. Disclosure required by law is permitted after notice where lawful. Nothing creates a partnership, agency, employment relationship or authority for either Party to bind the other.
## 8. Termination and consequences
The Term begins on 1 April 2027 and ends on 31 March 2030. Either Party may terminate on 90 days' written notice after the first anniversary. The Licensor may suspend use immediately for a genuine safety risk, material quality failure or overdue payment. Either Party may terminate immediately for an unremedied material breach after 20 Business Days' notice, insolvency, or repeated breach; the Licensor may terminate immediately for counterfeit goods or deliberate misuse.
On expiry or termination, the Licensee must stop using the Trade Mark, remove it from digital advertising within five Business Days, withdraw unapproved material, pay all sums, return confidential materials and provide a final sales statement. It may sell existing compliant stock for 60 days only if the Licensor has not terminated for safety, counterfeit goods or deliberate misuse and it continues to pay royalty. Clauses concerning accrued payment, ownership, confidentiality, audit, indemnity and dispute resolution survive.
## 9. Notices and general
Notices must be in writing and delivered by hand or pre-paid first-class post to the addresses above, or by email to an email address notified in writing for notices. An email is not a notice of termination unless a signed PDF is also sent by post or hand. Neither Party may assign this Agreement without the other's consent, except that the Licensor may assign it with the Trade Mark and the Licensee may assign it to a purchaser of substantially all its business with consent not unreasonably withheld. A variation must be signed by both Parties. This Agreement and its Schedules are the entire agreement about the licence and supersede the 12 March 2027 term sheet.
## 10. Governing law and jurisdiction
This Agreement and any non-contractual dispute are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory competition, consumer or intellectual-property rule.
## Schedule 1 — Approved Products and standards
Approved Products are: (1) 500g HEARTHFIELD Tomato and Basil Soup, recipe HF-S01, with no unauthorised allergen claim; (2) 280g HEARTHFIELD Roasted Pepper Relish, recipe HF-R02; and (3) 150g HEARTHFIELD Oat Crackers, recipe HF-C03, containing the declared gluten allergen. Packaging must use artwork version 3.2 dated 22 March 2027. Minimum remaining shelf life on delivery is 21 days. A batch complaint must be acknowledged within one Business Day, investigated within five Business Days and reported to the Licensor with corrective action.
## Signatures
Signed for Northmere Foods Limited: ____________________ Name: Priya Nair, Director Date: ____________________
Signed for Hearth & Field Retail Limited: ____________________ Name: Marcus Bell, Director Date: ____________________