Liscensing

Licensing is a revenue strategy. HMLG treats it like one.

A license is a written business model.

Most licensing agreements get drafted as documents when they should have been designed as deals. The terms deciding whether a licensing program makes money, and whether you still own your brand at the end of it, are settled long before anyone signs a contract. Scope. Territory. Exclusivity. Term and renewal. Royalty structure and audit rights. Quality control. What happens at termination.

HMLG works on licensing from the strategy end first. We help you decide what to license, to whom, on what terms, and how the program will be administered once it’s live. Then we paper it.

What a Licensing Attorney Does

  • Licensing program design. Building the structure before the first deal, so every subsequent agreement is consistent and the program scales.
  • Deal negotiation. Representing licensors and licensees in commercial negotiation, not just document markup.
  • Royalty and financial terms. Rate structures, minimum guarantees, advances, reporting obligations, and audit rights you can actually exercise.
  • Quality control and brand protection. The provisions deciding whether your brand survives the license.
  • Portfolio management. Ongoing administration of multiple agreements, renewals, and territories.
  • Disputes and enforcement. Breach, underreporting, unauthorized use, and termination. HMLG handles these transactionally and brings in litigation counsel when a matter requires it.

Licensing Services HMLG Provides

  • Brand licensing and merchandising. Consumer products, collaborations, and brand extensions.
  • Strategic and commercial licensing. Distribution, co-branding, joint ventures, and partnership structures where licensing is the mechanism.
  • Technology and content licensing. Software, platform, data, and AI-related licensing, including questions around training data and generated output.
  • IP licensing and royalties. Trademark, copyright, and trade secret licensing across industries.
  • Media and entertainment rights. Music, film, television, gaming, publishing, and creator rights. HMLG lawyers helped build the business models for digital music, including the first legal digital music service.

Why Licensing Strategy Comes Before the Licensing Agreement

Two licensing agreements can contain the same clauses and produce completely different outcomes. The difference is whether the terms were designed around how the business will actually run.

A royalty rate without a reporting obligation is unenforceable in practice. An exclusivity grant without a performance minimum lets your licensee sit on your rights. A territory defined by geography instead of channel means nothing in an e-commerce business.

These are business decisions wearing legal clothing, and they are where HMLG spends its time.

FAQ

What does a licensing attorney do?

A licensing attorney structures and documents the agreements allowing one party to use another party’s intellectual property. The work covers scope, territory, term, royalty structure, quality control standards, and enforcement rights.

What should a licensing agreement include?

At minimum: a clear definition of the licensed property, the scope of permitted use, territory, exclusivity, term and renewal, royalty or fee structure, reporting and audit rights, quality control standards, indemnification, and termination terms.

What's the difference between exclusive and non-exclusive licensing?

An exclusive license grants rights to only one licensee within a defined scope, and can even exclude the licensor. A non-exclusive license lets the licensor grant the same rights to multiple parties. Exclusivity should almost always be paired with performance minimums.

How are licensing royalties typically structured?

Common structures include a percentage of net sales, per-unit fees, flat fees, and tiered rates. Many agreements combine a royalty with an advance and an annual minimum guarantee. How net sales is defined affects the outcome as much as the rate.

Do I need a licensing agreement if I have a trademark registration?

Yes. Registration establishes your rights. A license controls how someone else uses them. Licensing a trademark without written quality control provisions can put the registration itself at risk.

Can HMLG help with an existing licensing program?

Yes. Auditing an existing portfolio for inconsistent terms, unenforceable royalty provisions, and gaps in quality control is common work for HMLG.

ARE YOU READY TO TRANSFORM YOUR LEGAL STRATEGY?

Let’s connect! Whether you’re looking for an in-house legal team or need to augment your existing counsel, HMLG is ready to help you rock your business.

Contact us today to learn how we can assist you with practical, proactive, world-class legal support.

3213 Harbor Avenue SW, Ste. A2
Seattle, WA 98126
(206) 774-0879

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