Brand Authorisation Letter Template (UK)

Signed writing, and then the register

Section 28 of the Trade Marks Act 1994 allows a registered mark to be licensed generally or in relation to some of the goods or services, and requires the licence to be in writing signed by or on behalf of the grantor. That is why this document is built as a letter the owner signs, rather than a confirmation email.

Section 25 then treats the grant of a licence as a registrable transaction. Recording it at the IPO protects the licensee against a later conflicting transaction and, importantly, preserves the ability to claim costs in infringement proceedings — a right that is restricted where the transaction was not registered within six months of being made. For a one-off marketplace confirmation nobody records anything, and that is a reasonable commercial choice. For a manufacturing or exclusive distribution arrangement, recordal is cheap insurance and this letter reminds you to consider it.

Quality control is commercial protection, not a statutory box

Unlike the United States, UK law does not treat an absence of quality control as automatic abandonment of the mark. But the practical exposure is real in a different way: a mark used on goods the owner never approved damages the goodwill the mark represents, and sustained non-use in the owner's own trade or use that has become misleading can expose a registration to attack.

So the quality clause here is drafted commercially. The authorised party must comply with named brand and product standards, submit artwork for approval before first use, and supply production samples on request. Those are the mechanisms that let an owner stop a problem while it is still a packaging proof rather than a pallet of stock.

Scope: goods, territory and — above all — channels

Four scope questions decide what the letter gives away: which marks, on which goods or services, in which territory, and through which channels. The channel question causes the most arguments. 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 the permitted purpose from the permitted channels and states expressly that anything not listed is not authorised. It also prohibits registering the marks or anything confusingly similar, and using them in a company or domain name — the standard ways an authorisation quietly turns into a competing right.

Ending it without a fight

An authorisation revocable instantly is fine for a marketplace listing and explosive for a manufacturer that has already bought printed cartons. This letter keeps immediate revocation for quality failures, counterfeiting, insolvency or breach, and otherwise gives a notice period plus a defined sell-off window for compliant stock.

It then says what happens to what is left: de-brand, destroy with certification, or return at the owner's cost — the owner chooses. Artwork, plates and digital assets come back or are deleted. Silence on that last point is where grey-market stock comes from.

What each part of the letter does

Owner and authorised party

Legal names, company numbers and addresses, so the letter matches Companies House and marketplace records.

The marks

Each mark listed with UK registration numbers where registered — the detail that makes the letter usable as evidence.

Signed licence wording

Expressly a licence granted in writing and signed by the owner, as s.28 requires for a registered mark.

Permitted purpose

Manufacture, distribution, marketplace listing or advertising — chosen, not assumed.

Goods and territory

Defined goods or services and a stated territory, so the authorisation cannot expand by use.

Channels

The routes to market permitted, with everything else expressly not authorised.

Quality control and approval

Named standards, artwork approval before first use, and a sample and inspection right.

Ownership and goodwill

No transfer of the marks; goodwill from the authorised use 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.

Registration prompt

Records whether the parties intend to record the licence at the IPO, and who will do it.

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 duties, with enforcement decisions left to the owner.

UK points to check

• Put the licence in writing, signed by the owner

  A licence of a registered trade mark is not effective unless it is in writing signed by or on behalf of the grantor. An email confirmation is not enough for a registered mark.

  Trade Marks Act 1994, s.28

• Consider recording the licence at the IPO within six months

  The grant of a licence is a registrable transaction. Failure to register can restrict a licensee's entitlement to costs in infringement proceedings, and the six-month window matters.

  Trade Marks Act 1994, s.25

• Check the marks and their status before you rely on numbers

  Confirm ownership, classes and status on the IPO register rather than quoting a number from memory, particularly where a mark has been assigned or renewed recently.

  UK IPO trade mark search

• Say whether the licensee can sue

  A licensee's ability to bring infringement proceedings depends on the licence terms and the statutory framework. If you do not intend the authorised party to have that right, say so; if you do, deal with it expressly.

• Keep the authorisation no wider than the deal

  Narrow goods, territory and channels, and state that anything unlisted is not authorised. Scope creep is very hard to claw back once a distributor has built a business on it.

• Give ordinary revocation a notice period and a sell-off window

  Reserve immediate revocation for quality failures, counterfeiting, insolvency or breach. Otherwise notice plus a sell-off period avoids a dispute about committed packaging and production costs.

• Confirm what the platform or buyer actually wants

  Marketplace and retailer evidence requirements are commercial and change frequently. Ask for the current requirement rather than assuming a general letter will pass.

How to complete this letter

1. Identify both parties. Enter the owner's legal name, company number and address, and the exact legal name of the authorised business.
2. List the marks. Add each brand name and logo with the UK registration numbers where the mark is registered.
3. Set purpose, goods, territory and channels. Say what the authorised party may do, on which goods, where, and through which routes to market.
4. Add the quality standard. Reference the brand guidelines or specification, name an approval contact and keep the sample right.
5. Decide on recordal. Record whether the licence will be registered at the IPO and who will file it — the six-month window applies from the date of the licence.
6. Set the dates and the exit. Enter the valid-from and valid-until dates, the revocation notice period and the sell-off window.
7. Sign and file. Download the DOCX or print to PDF, sign as an authorised signatory, and keep a copy with your trade mark records.

Frequently asked questions

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