Trademark Rights in Distributor and Reseller Agreements

Put trademark permissions in writing

A distributor may need to use your name or logo on websites, catalogues, packaging, social media and point-of-sale materials. The agreement should identify which marks may be used, for which products, in which territory and for how long. Without clear limits, it can be difficult to distinguish authorised use from a new brand impression or an unapproved expansion.

Provide approved artwork and practical brand guidelines. Explain whether the distributor may translate product descriptions, adapt campaign materials, use a local domain or create marketplace listings. Specify whether prior approval is needed for packaging, paid advertising or a new channel. Permission for one social post should not be assumed to cover every future use.

Define territory, products and channels

A distribution arrangement should match the business plan. List the products, countries, customer groups and channels involved, and explain whether the distributor may appoint sub-resellers. If online sales can cross borders, discuss how the parties will handle listings visible outside the agreed area. The contract should also say whether the distributor may register a local company name, domain or social handle that includes the mark.

Do not rely on general phrases such as “use the brand as needed” where the parties have different expectations. A narrow permission can be expanded later with a written approval. A clearly scoped licence is easier to monitor and explain when staff or agencies change.

Protect quality and customer trust

Set requirements for product quality, packaging, service standards and accurate claims. Explain who approves translations, promotional statements and modifications to logo files. Require the distributor to notify you about suspected counterfeits, customer complaints and third-party claims. These controls help maintain a consistent presentation and give both sides a process to address issues before they spread.

Keep examples of approved materials and record who approved them. Periodically review actual listings and catalogues against the contract. A distributor’s use may create confusion if it presents itself as the brand owner or implies a wider endorsement than intended. Identify the approved relationship in customer-facing materials where appropriate.

Plan for termination and transition

When the agreement ends, address removal of signs, return or destruction of packaging, final sales, access to marketplace accounts and transfer of domains or customer-facing pages. Set a short period for selling remaining stock if commercially appropriate, and state what use is permitted during that time. Make clear that the distributor does not acquire ownership of the mark merely through authorised use.

Review the agreement when entering a new country, adding a product category or changing the corporate owner. Keep the registration details and licence records aligned. If a dispute arises, preserve the signed contract, approvals, dated examples and relevant communications before responding.

Distributor agreement checklist

• Name the marks and versions the partner may use.
• Define goods, territory, channels and term.
• Specify translation and artwork approval steps.
• Set quality standards and reporting duties.
• Clarify domain, marketplace and sub-reseller permissions.
• Plan for brand removal and account transition at termination.

This guide is general information, not legal advice. Cross-border distribution and trademark rules vary. Have the agreement reviewed for the markets and products involved.