Any time you do business with a third party, you need to have a written agreement, especially if it involves trademarks, copyrights or other intellectual property. I’m Angela Langlotz, trademark and copyright attorney. I’m going to spend the next three minutes talking about this issue. So a guy calls me the other day. Most of my best stories start that way. A guy calls me the other day and he says, listen, so I have this problem. I was doing business with somebody else.
And we had this deal where I was going to show them how to do what I do. And we were going to have this business venture together. We were going to split the proceeds. And I told him that he could use my trademark. That was part of this deal. And I said, well, do you have the deal in writing? He said, no, I don’t have anything in writing. And now this guy is like, he’s broken our agreement.
He’s not paying me anything, and he’s using my business model and my trademark, you know, what should I do? And I said, well, it sounds like you’ve got a problem. Yes, we can stop him from using the trademark by sending him a cease and desist letter because he doesn’t have what’s called a trademark license. Any time you let somebody use your intellectual property, you need to have in writing what’s called a license.
A license is formal permission for somebody else to use your trademark, your copyrighted material, whatever it is that you want to give them permission to use under certain terms that you both agree to. When you do a business deal with somebody and you don’t put the terms in writing frequently, what happens is things go awry. And since the agreement that you had with this third party isn’t in writing, what happens is one party remembers it one way, the other party remembers it another way? How do you prove that?
And there is no document that everybody can point to and say, “This was our agreement. This is what we both agreed to and physically signed to indicate our agreement to these terms.” When you don’t have a written document, you can’t prove anything. You can’t prove, you know, what we were doing or what you agreed to or how things were supposed to go down, unless you have, for example, a long history of doing business together. And that’s called, you know, evidence that we had this certain course of business.
Now, you can prove eventually, if you’ve been doing business together long enough, that this was your agreement, because this is what we were doing before somebody broke the agreement. But it’s always more difficult. And any time your attorney says it’s more difficult, you can translate that is more expensive. It’s always more difficult to prove what the agreement was. You’re going to have to bring in all sorts of other evidence, other witnesses. You’re going to have to dig up extra paperwork.
Why do that when as an alternative, you could have a signed writing — called a trademark license agreement — point to the signed writing, and say, “This is what we agreed to.” It’s so much easier. So please, folks, any time you have a business agreement with a third party, I want you to do two things. Number one, go see a lawyer, tell them what is proposed, have that business agreement reduced to a writing and then number to sign the writing. And if you want changes to the agreement, put the changes in writing.
OK, that’s number two. If you make changes, put the changes in writing. It’s called an addendum to the agreement. Just because it’s in writing doesn’t mean it can’t be changed, just means that both parties need to agree to the changes. So please don’t make business agreements or any type of agreement or licensing agreements for your intellectual property that are not in writing. The writing is intended to protect the reasonable expectations of both parties. And it’s something that you can point to if ever there is a dispute about what was agreed to.
I’m Angela Langlotz. I go live here on weekdays to talk trademarks and copyrights. You can find me online at trademarkdoctor.net; on t Facebook, and on YouTube — just go to YouTube and search Trademark Doctor. I’ve got hundreds of videos there. If you have questions about trademark or copyright law, drop them in the comments below. And don’t forget to like, subscribe and share so that you can get my newest material that I put out every weekday.
I’m on Facebook! “Like” my facebook page, to be notified every time I go LIVE. Do you have trademark questions? Message me on the Trademark Doctor Facebook page, and I’ll answer your questions on a future Live video.
Contact Dallas, Texas trademark attorney Angela Langlotz today to get started on a trademark application for your valuable brand.