Brand Authorization Letter Template (US)
Updated on August 22, 2026
A brand authorization letter is a short document in which the owner of a trademark confirms that a named business may use the brand name, logo and related marks for a stated purpose. Suppliers and contract manufacturers ask for one before they print packaging. Distributors and resellers ask for one to show they are legitimate. Online marketplaces ask for one when a seller lists a brand they do not own, and customs brokers and freight agents sometimes ask for one at the border.
Because it is short, it is usually written carelessly — and a careless brand authorization is a real risk to the brand, not just to the recipient. Under US trademark law, permitting someone to use your mark without controlling the quality of what they put it on is what courts call a naked licence, and the consequence is not an unenforceable contract but an abandoned trademark. The source template this page improves on says the authorization transfers no ownership, which is correct but not enough: it has no quality standard, no list of goods, no territory, no sub-licensing ban, no approval step and no notice period on revocation, and it ships with a fake letterhead and two typos in the operative sentence.
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Brand Authorization Letter
- Date:
- From:
- ,
- To:
- ,
- Valid from:
- Valid until:
(the “Owner”) is the owner of the trademarks and brand assets listed below (the “Marks”). This letter confirms that (the “Authorised Party”) is authorised to use the Marks for the purpose and within the limits set out below, and for no other purpose.
1. The Marks
Marks covered:
Registration numbers, where registered:
2. Permitted Purpose and Scope
- Permitted purpose:
- Goods or services:
- Territory:
- Permitted channels:
Use of the Marks outside that purpose, those goods or services, that territory or those channels is not authorised. In particular, the Authorised Party shall not register or apply to register the Marks or anything confusingly similar, use them in a company, trading or domain name, or use them in a way that suggests it owns them or is the Owner.
3. Quality Control and Approval
The Authorised Party shall use the Marks only on goods and services that comply with the following standards: . Artwork, packaging and marketing materials bearing the Marks shall be submitted to for written approval before first use, and shall not be altered afterwards without approval.
The Owner may request production samples and inspect goods and materials bearing the Marks, on reasonable notice, so that it can satisfy itself about quality. The Authorised Party shall provide samples at its own cost.
4. Ownership and Goodwill
This letter grants permission to use the Marks only. It transfers no ownership, and all rights in the Marks and all goodwill arising from the authorised use belong to the Owner. The Authorised Party shall not challenge the Owner's ownership of the Marks during or after this authorization.
5. No Sub-licensing
The Authorised Party shall not sub-license, assign or otherwise pass on any part of this authorization, and shall not permit any other business to apply the Marks to goods or materials.
6. Counterfeits and Enforcement
If the Authorised Party becomes aware of goods bearing the Marks that were not supplied or authorised by the Owner, it shall notify the Owner promptly with the details it holds, shall not deal in those goods, and shall provide reasonable assistance if the Owner takes enforcement action. Enforcement decisions remain the Owner's alone.
7. Duration and Revocation
This authorization runs from until unless revoked earlier. The Owner may revoke it on days' written notice for any reason, and with immediate effect if the Authorised Party breaches the quality or scope terms of this letter, deals in counterfeit goods, becomes insolvent, or brings the Marks into disrepute.
8. 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 shall then be dealt with as follows: .
- Artwork, plates, dies, digital assets and brand guidelines shall be returned to the Owner or deleted, on request.
- The Authorised Party shall stop describing itself as authorised by the Owner and remove any such statement from its website, listings and materials.
9. Status of this Letter
This letter is a permission to use the Marks and 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 about it may be sent to .
For and on behalf of the Owner
Date:
Authorization or licence? The label matters less than the control
People use "authorization letter" to mean anything from a one-line confirmation for a marketplace listing to a full manufacturing licence. Legally it is a permission to use a mark, and once money, goods or ongoing use are involved it behaves like a licence whatever it is called.
That is why the quality-control provision in this template is not boilerplate. Section 5 of the Lanham Act treats a licensee's use as benefiting the owner only where the owner controls the nature and quality of the goods or services. Where there is no written standard, no inspection and no communication about quality at all, courts have found abandonment — the mark becomes unenforceable against everyone, including counterfeiters. A single sentence requiring compliance with stated brand and product standards, plus a right to request samples, is cheap insurance.
Scope is what stops an authorization becoming a giveaway
Four scope questions decide what the letter actually gives away: which marks, on which goods or services, in which territory, and through which channels. The source document asks for none of them beyond a free-text asset list.
In practice the channel question is the one that causes arguments. A supplier authorised to apply your logo to product for you is not thereby authorised to sell that product themselves, list it on a marketplace, or run advertising under your name. This template separates the permitted purpose from the permitted channels and states expressly that nothing else is authorised.
Revocation needs a sell-off period
The source reserves the right to revoke the authorization at any time on written notice. For a marketplace listing that is fine. For a manufacturer that has already bought printed cartons and run a production batch, it is commercially explosive and invites a dispute over wasted costs.
This template keeps the right to revoke — including immediately for a quality or counterfeiting problem — but adds a notice period for ordinary revocation and a defined sell-off window in which existing, compliant stock may still be sold. It also says what happens to unsold branded stock and to artwork and dies at the end: de-brand, destroy, or return, chosen by the owner.
A letter is not always enough outside the United States
If the authorised party is abroad, check whether a letter has legal effect where it is needed. Several jurisdictions treat recordal of a trademark licence as the thing that gives it effect against third parties: in Indonesia, licence agreements must be recorded with the intellectual property office to bind third parties; in Brazil, recordal with the INPI is not needed for validity between the parties but is needed for third-party effect and for remitting royalties and deducting them for tax; in Japan, an exclusive licence must be registered to be effective against third parties, while a non-exclusive licence need not be.
That does not make the letter useless — it is often exactly what a factory or a customs agent asks for. But if the arrangement is long term, exclusive, or involves royalties crossing a border, treat the letter as the confirmation and put a recorded licence behind it. The localized versions of this page set out the position for each market.
Marketplace and anti-counterfeiting use
A large share of brand authorization letters are written because a platform, a payment provider or a wholesale buyer asked for proof that the seller is authorised. Those requests are commercial, not statutory: each platform sets its own evidence requirements and they change, so check the current requirement rather than assuming a generic letter will pass.
What makes a letter useful for that purpose is specificity — the exact registered marks and numbers, the exact goods, the exact seller entity, and a date range. A vague letter tends to be rejected. This template also includes an optional cooperation clause, so that if the authorised party finds counterfeit goods it reports them to the owner rather than quietly dealing with them.
What each part of the letter does
- Owner and authorised party
- Identifies both entities by legal name and address so the letter matches company records and marketplace filings.
- The marks
- Lists the marks and, where registered, the registration numbers — the detail that makes the letter usable as evidence.
- Permitted purpose
- States what the authorised party may actually do: manufacture, package, distribute, resell, list online or advertise.
- Goods or services
- Limits the authorization to defined products, so it cannot expand into a category the owner never agreed.
- Territory and channels
- Names where and through which routes the marks may be used, and states that other uses are not authorised.
- Quality control and approval
- Requires compliance with the owner's standards, artwork approval and the right to request samples. This is the clause that protects the mark itself.
- No transfer of ownership or goodwill
- Confirms the owner keeps the marks and all goodwill generated by the authorised use.
- No sub-licensing
- Stops the authorised party passing the permission down the chain unless the owner has agreed in writing.
- Term, revocation and sell-off
- Gives a date range, a notice period for ordinary revocation, immediate revocation for quality or counterfeiting problems, and a window to sell compliant stock.
- End-of-term stock and artwork
- Says whether remaining branded stock is de-branded, destroyed or returned, and requires artwork and tooling to be returned or deleted.
- Anti-counterfeiting cooperation
- Optional. Requires the authorised party to report suspected counterfeits and assist enforcement.
US points to check
Keep real quality control over the authorised use
A licensee's use benefits the owner only where the owner controls the nature and quality of the goods or services. Courts have treated a total absence of quality control as abandonment of the mark, so a written standard plus some actual supervision matters more than the length of the letter.
15 U.S.C. 1055Name the registered marks and numbers where you have them
Registration details make the letter verifiable by a platform, a buyer or a customs agent. You can confirm your own registrations and their status through the USPTO's trademark search.
USPTO trademark searchDo not authorise more than the deal
Keep the goods, territory, channels and purpose narrow, and state that anything not listed is not authorised. Scope creep in an authorization letter is difficult to claw back once a distributor has built a business on it.
Give ordinary revocation a notice period
An authorization revocable instantly leaves a manufacturer or reseller exposed on stock and packaging already committed. Keep immediate revocation for quality failures, counterfeiting or insolvency, and give notice plus a sell-off window otherwise.
Check whether a recorded licence is needed abroad
Several countries treat recordal of a trademark licence as what gives it third-party effect, and some tie royalty remittance or tax deduction to it. If the authorised party is outside the US, confirm the local requirement before relying on a letter alone.
Confirm what the platform or buyer actually requires
Marketplace and retailer evidence requirements are set by them, not by law, and they change. Ask for the current requirement rather than assuming a general letter will be accepted.
How to complete this letter
- Identify both parties. Enter the owner's legal name and address and the exact legal name of the authorised business.
- List the marks. Add each brand name, logo and mark, with registration numbers where the mark is registered.
- Set the purpose and scope. State what the authorised party may do, on which goods, in which territory and through which channels.
- Add the quality standard. Reference the brand guidelines or specification, name an approval contact and keep the sample right.
- Set the dates and the exit. Enter the start and end dates, the notice period for revocation and the sell-off window for compliant stock.
- Sign and keep a copy. Download the DOCX or print to PDF, sign as an authorised officer, and file a copy with your trademark records.
Frequently asked questions
Is a brand authorization letter the same as a trademark licence?
It is a short-form permission to use a mark, and once it involves ongoing commercial use it functions as a licence whatever it is called. For a one-off marketplace listing a letter is usually the right instrument. For manufacturing, exclusivity, royalties or a multi-year relationship, use a full licence agreement and keep the letter only as the confirmation the counterparty shows to third parties.
Why does the quality-control clause matter so much?
Because under US law the owner's control over the nature and quality of the licensed goods is what keeps the licensee's use working in the owner's favour. Permission with no standard, no approval and no supervision is what courts describe as a naked licence, and the reported consequence is abandonment of the mark — losing the ability to enforce it against anyone, counterfeiters included. One clause and an occasional sample request avoid that.
Can the authorised party let its own supplier use the brand?
Not unless the letter says so. This template prohibits sub-licensing without written consent, which is the normal position, because sub-licensing is how brand control quietly disappears down a supply chain. If a named sub-contractor genuinely needs to print packaging, add them to the letter by name rather than opening it up generally.
Can I revoke the authorization at any time?
You can reserve that right, and this template does for quality failures, counterfeiting, insolvency or breach. For ordinary revocation, a notice period plus a sell-off window for compliant stock is fairer and much less likely to produce a dispute about wasted packaging and production costs.
Will this letter satisfy an online marketplace?
It gives you the details marketplaces normally look for — owner, authorised entity, exact marks with registration numbers, goods, territory and a date range — but each platform sets its own evidence rules and changes them. Check the current requirement for the specific platform before relying on any template.
Does the letter need to be notarised?
Not as a matter of US trademark law. Some overseas counterparties, customs agents and tenders ask for notarisation, legalisation or an apostille as a matter of their own procedure. Ask the recipient what they need before adding cost.
What happens to branded stock when the authorization ends?
Whatever the letter says — which is why this template asks. The usual options are to sell compliant stock during a defined sell-off window and then de-brand, destroy or return whatever is left, with artwork, plates and tooling returned or deleted. Silence on this point is a common cause of grey-market disputes.
Related templates
Disclaimer
This template and guide are general information, not legal, trademark, customs or tax advice. No attorney has reviewed your circumstances. Trademark practice and platform requirements change; confirm the current position before relying on this letter.
