Brand Authorization Letter Template (Canada)
Updated on August 22, 2026
A brand authorization letter is the short document a trademark owner gives a supplier, distributor, reseller or marketplace seller confirming they may use the brand name and logo for a stated purpose. Factories want one before printing packaging; wholesale buyers and online marketplaces want one as proof a seller is legitimate; customs brokers sometimes ask at the border.
Canada gives the quality clause an unusually direct statutory basis. Under section 50 of the Trademarks Act, use of a mark by a licensee has the same effect as use by the owner only where the owner has, under the licence, direct or indirect control of the character or quality of the goods or services. Section 50 also gives a practical bonus: where public notice is given of the fact that use is licensed and of the identity of the owner, control is presumed unless the contrary is proven. So a Canadian authorization letter should do two things — establish real control, and prompt the licensee to mark the goods so the presumption is available.
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Brand Authorization Letter
- Date:
- From:
- (business number ),
- To:
- ,
- Valid from:
- Valid until:
(the “Owner”) owns the trademarks and brand assets listed below (the “Marks”). By this letter the Owner licenses (the “Authorized Party”) to use the Marks for the purpose and within the limits set out below, and for no other purpose. The Authorized Party uses the Marks under the control of the Owner as described in this letter.
1. The Marks
Marks covered:
Canadian registration numbers, where registered:
2. Control and Quality Standards
The Authorized Party will use the Marks only on goods and services complying with: . Artwork, packaging, labelling and marketing materials bearing the Marks will be submitted to for written approval before first use, in each language in scope, and will not be changed afterwards without approval.
The Owner may request production samples and inspect goods and materials bearing the Marks on reasonable notice, at the Authorized Party's cost. The parties record that these approval and inspection arrangements are how the Owner exercises direct or indirect control over the character and quality of the goods and services on which the Marks are used.
3. Public Notice of Licensed Use
The Authorized Party will give public notice that its use of the Marks is licensed and of the Owner's identity, using wording the Owner approves, on goods, packaging, listings and marketing materials where practicable. The agreed wording is:
4. Permitted Purpose and Scope
- Permitted purpose:
- Goods or services:
- Territory:
- Languages in scope:
- Permitted channels:
Use of the Marks outside that purpose, those goods or services, that territory, those languages or those channels is not authorized. The Authorized Party will not apply to register the Marks or anything confusing with them, use them in a corporate, business or domain name, or use them in a way suggesting it owns them or is the Owner.
5. Ownership and Goodwill
This letter licenses use of the Marks only. It transfers no ownership, and all rights in the Marks and all goodwill arising from the licensed use belong to the Owner. The Authorized Party will not challenge the validity of the Marks or the Owner's title to them during or after this authorization, and will refer any apparent infringement to the Owner rather than acting on its own.
6. No Sub-licensing
The Authorized Party will not sub-license, assign or otherwise pass on any part of this authorization, and will not permit any other business to apply the Marks to goods or materials.
7. Counterfeits and Enforcement
If the Authorized Party becomes aware of goods bearing the Marks that the Owner did not supply or authorize, it will notify the Owner promptly with the details it holds, will not deal in those goods, and will give reasonable assistance if the Owner takes action. Enforcement decisions remain the Owner's.
8. Duration and Revocation
This authorization runs from to unless revoked earlier. The Owner may revoke it on days' written notice for any reason, and immediately if the Authorized Party breaches the control, quality, notice or scope terms, deals in counterfeit goods, becomes insolvent, or brings the Marks into disrepute.
9. After the End
- Compliant stock already produced may be sold for days after the end date or revocation, unless revocation was for a quality or counterfeiting reason.
- Remaining branded stock will then be dealt with as follows: .
- Artwork, plates, dies, digital assets and brand guidelines will be returned or deleted on request.
- The Authorized Party will stop describing itself as authorized by the Owner and remove any such statement from its website, listings and materials.
10. Status of this Letter
This letter licenses use of the Marks. It is not a distribution, agency or franchise agreement and does not oblige either party to buy or supply anything. It is governed by the laws of . Questions may be sent to .
Signed for and on behalf of the Owner
Date:
Control is the statutory test
Because licensed use only counts as the owner's use where the owner controls the character or quality of the goods or services, the control mechanics are the heart of this letter. It requires compliance with named brand and product standards, artwork approval before first use, and production samples on request — and it says expressly that those are how the owner exercises control.
Canadian practice recognises that control can be expressed as a general right to control character or quality or as specific standards to be observed, and can extend to approving advertising and promotional material. A right that is never exercised is weaker evidence than a right plus a file of approved artwork, so use the approval step.
Public notice, and the presumption it buys
Section 50 provides that where public notice is given of the fact that the use of a mark is a licensed use and of the identity of the owner, it is presumed — unless the contrary is proven — that the use is licensed and that the character or quality of the goods or services is under the owner's control.
That is worth having, and it costs nothing but a line of small print. This template therefore includes an optional marking obligation: the authorised party marks the goods, packaging or listing with wording identifying the mark as used under licence from the named owner, in a form the owner approves. It is one of the few places where a template can hand a brand owner a real evidential advantage.
Scope: goods, territory and channels
Four questions decide what the letter gives away: which marks, on which goods or services, in which territory, and through which channels. Channels cause the most disputes — a supplier authorised to apply your logo to product for you is not thereby authorised to sell that product itself, list it on a marketplace, or advertise under your name.
This letter separates purpose from channels and states expressly that anything unlisted is not authorised. It also prohibits applying to register the marks or anything confusing, and using them in a corporate or domain name. For a bilingual market it asks whether French-language packaging and marketing are within scope, because that is a practical question every Canadian brand licence has to answer.
Ending it without a fight
An authorization revocable on the spot is fine for a marketplace listing and explosive for a manufacturer holding printed cartons. This letter keeps immediate revocation for quality failures, counterfeiting, insolvency or breach, and otherwise gives notice plus a defined sell-off window for compliant stock.
It then says what happens to the remainder — de-brand, destroy with certification, or return at the owner's cost — and requires artwork, plates and digital assets back or deleted. Silence there is where grey-market goods come from.
What each part of the letter does
- Owner and authorized party
- Legal names, business numbers and addresses, so the letter matches corporate and marketplace records.
- The marks
- Each mark listed with Canadian registration numbers where registered.
- Control and quality standards
- The statutory heart of the letter: named standards, artwork approval and a sample and inspection right.
- Public notice of licensed use
- Optional. Marking obligation that engages the statutory presumption of control.
- Permitted purpose
- Manufacture, distribution, marketplace listing or advertising — chosen, not assumed.
- Goods, territory and language
- Defined goods or services, a stated territory, and whether French-language materials are in scope.
- Channels
- The routes to market permitted, with everything else expressly not authorized.
- Ownership and goodwill
- No transfer of the marks; goodwill belongs to the owner; no challenge to validity.
- No sub-licensing
- Blocks passing the permission down the supply chain unless a named sub-contractor is approved.
- Duration, revocation and sell-off
- Dates, a notice period, immediate revocation triggers and a window to sell compliant stock.
- End-of-term stock and artwork
- De-brand, destroy or return, plus recovery of artwork and tooling.
- Counterfeit cooperation
- Optional. Reporting and assistance, with enforcement decisions left to the owner.
Canadian points to check
Keep direct or indirect control of character or quality
Licensed use has the same effect as the owner's use only where the owner has, under the licence, direct or indirect control of the character or quality of the goods or services.
Trademarks Act, s.50Give public notice to gain the presumption
Where public notice is given of the fact that use is licensed and of the owner's identity, licensed use and the owner's control are presumed unless the contrary is proven. Marking goods, packaging or listings is cheap and worth doing.
Check the register before quoting numbers
Confirm ownership, goods and status on the Canadian Trademarks Database rather than quoting a number from memory.
Canadian Trademarks DatabaseDecide the language scope
Say whether French-language packaging, labelling and marketing are within the authorization, and who approves that artwork. In Quebec, language requirements apply to product inscriptions and commercial publications.
Keep the authorization no wider than the deal
Narrow goods, territory and channels, and state that anything unlisted is not authorized. Scope creep is hard to reverse once a distributor has built a business on it.
Give ordinary revocation notice and a sell-off window
Reserve immediate revocation for quality failures, counterfeiting, insolvency or breach. Otherwise notice plus a sell-off period avoids a fight over committed packaging costs.
Confirm what the platform or buyer wants
Marketplace and retailer evidence requirements are commercial and change often. Ask for the current requirement rather than assuming a general letter will pass.
How to complete this letter
- Identify both parties. Enter the owner's legal name and business number and the exact legal name of the authorized business.
- List the marks. Add each brand name and logo with Canadian registration numbers where registered.
- Set the control terms. Reference the brand guidelines or specification, name an approval contact and keep the sample right.
- Turn on public notice. Decide the marking wording so the statutory presumption of control is available.
- Set purpose, goods, territory, language and channels. Say what the authorized party may do, on which goods, where, in which languages and through which routes.
- Set the dates and the exit. Enter the valid-from and valid-until dates, the revocation notice period and the sell-off window.
- Sign and file. Download the DOCX or print to PDF, sign as an authorized officer, and keep a copy with your trademark records.
Frequently asked questions
Why does the control clause matter so much in Canada?
Because section 50 of the Trademarks Act makes licensed use count as the owner's use only where the owner has direct or indirect control of the character or quality of the goods or services. Control is what keeps the licensee's use working in your favour, so a permission with no standards, no approval and no sampling is a permission that does not do the job you think it does.
What is the public notice presumption?
Section 50 also provides that where public notice is given of the fact that use of a mark is licensed and of the identity of the owner, it is presumed unless the contrary is proven that the use is licensed and that the owner controls the character or quality of the goods or services. Marking the goods, packaging or listing costs nothing and gives you an evidential head start.
Do we have to record the licence?
No — Canada does not require a trademark licence to be recorded for it to be effective. That makes the written letter the primary evidence of what was permitted, to whom, on what goods and for how long, which is a good reason to keep it specific.
Can the authorized party let its own factory use the brand?
Only if the letter says so. This template prohibits sub-licensing unless the owner approves a named sub-contractor in writing, because sub-licensing is how brand control disappears down a supply chain. If a printer genuinely needs to apply the mark, name them and keep the approval and sample rights over their output.
What about French-language packaging?
Deal with it expressly. Canadian labelling practice, and Quebec language requirements in particular, mean bilingual or French-language artwork is often needed — so the letter should say whether it is within scope and who approves it. Leaving it unstated is how unapproved French copy ends up on a package.
Will this satisfy an online marketplace?
It gives platforms what they normally look for — owner, authorized entity, exact marks with registration numbers, goods, territory and a date range. Each platform sets its own evidence rules and changes them, so check the current requirement before relying on any template.
What happens to branded stock when the authorization ends?
Whatever the letter says, which is why this one asks. Compliant stock can be sold during a defined sell-off window; what remains is de-branded, destroyed with certification, or returned at the owner's cost, with artwork and tooling returned or deleted.
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Disclaimer
This template and guide are general information about Canadian practice, not legal, trademark, customs or tax advice, and nobody has reviewed your arrangement. Registry practice, language requirements and platform rules change; confirm the current position before relying on this letter.
