- Trademark Registration
- Trademark Search & Clearance
- Trademark Objection & Examination Reply
- Trademark Opposition & Rectification
- Trademark Renewal & Portfolio Management
- Trademark Assignment & Licensing
- Copyright Registration
- Industrial Design Registration
- IP Infringement & Enforcement
- IP Licensing & Commercialisation
- Technology Transfer Agreements
- Brand Protection & IP Strategy
IP Licensing & Commercialisation
IP licensing and commercialisation agreements let a business earn from its trademarks, copyright and designs, or use someone else’s, on agreed terms. A licence gives permission to use the right and leaves ownership unchanged; an assignment transfers ownership. Indian law requires both to be in writing for copyright and designs.
The rules differ by right. The Copyright Act, 1957 sets default terms where an assignment is silent. The Designs Act, 2000 requires assignments and licences to be registered. The Trade Marks Act, 1999 expects a licensor to control the quality of what is sold under the mark.
When you need it
When licensing a brand, content or software
Franchising, merchandising, publishing, distribution of content and software licensing all rest on a licence.
When buying or selling IP
A sale of a brand, a catalogue, a design or a codebase needs a written assignment that meets the statute for each right.
When two brands work together
A co-branded product or campaign uses both parties’ marks and often creates new material that someone has to own.
When commissioning creative work
Designers, photographers, writers and agencies own what they create unless the contract assigns it.
When licensing across borders
A licence with a foreign party raises questions of tax on royalties, foreign exchange rules and which law governs.
How the process works
Five stages, from confirming ownership to registration. Timings are typical, not promised.
- 1
Confirm who owns what
A few working daysCheck that the licensor or seller actually owns the rights: registrations, the chain of title from the authors and any earlier licences that could conflict.
Documents
- Registration certificates
- Earlier assignments and licences
- Contracts with the people who created the work
- 2
Settle the scope
Depends on the partiesAgree what is licensed, for which products or uses, in which territory, for how long, and whether the licence is exclusive, sole or non-exclusive, and whether it can be sub-licensed.
- 3
Settle the money
Alongside the scopeAgree the fee or royalty, how it is calculated, minimum payments, reporting and audit rights, and who bears the tax. Royalties paid to a non-resident are subject to withholding tax.
- 4
Draft the agreement
Commonly one to two weeksSet out the grant, quality control and approval rights, ownership of improvements and new material, warranties, infringement claims, termination and what happens to stock and materials at the end.
- 5
Stamp, sign and register
At and after signingPay the stamp duty that applies, sign, and register the document where the statute requires or allows it: with the Controller for designs, and with the Trade Marks Registry for assignments and registered users.
Common questions
A licence is permission to use a right within stated limits; the owner keeps it. An assignment transfers ownership itself, in whole or in part. The label on the document does not decide which it is; the terms do.
Yes. Section 19 of the Copyright Act requires an assignment to be in writing and signed by the assignor, and to identify the work, the rights, the duration, the territory and the royalty or other consideration.
The Act fills the gap. If the period is not stated it is treated as five years, and if the territory is not stated it is treated as India only. An assignment meant to be permanent and worldwide has to say so.
Yes. Under section 19(4), where the assignee does not exercise the rights within one year of the assignment, they are treated as having lapsed, unless the assignment says otherwise.
Yes. Under section 30 of the Designs Act, an assignment or licence of a registered design has to be in writing and registered with the Controller within the prescribed time. An unregistered document is not accepted as evidence of title.
How each party may use the other’s marks, approval of every use, who owns jointly created material, the costs and revenue, exclusivity, what each party can say publicly, and how the arrangement ends without either brand being tied to the other.
An author keeps the right to be identified as the author and to object to distortion of the work under section 57, even after assigning the copyright. Agreements usually deal with how these rights will be exercised.
Related
To discuss an IP licence or assignment, write to info@ireniclegal.com or call +91 96547 47331. Written by Adv. Kanika Marwaha Bindal; last updated 7 October 2026.