Trademark Coexistence Agreement

TRADEMARK COEXISTENCE AGREEMENT

Before you use this: Attach accurate mark images, ownership and use records, and the specific conditions that separate the parties' markets. A coexistence agreement or consent does not itself register either mark or bind the USPTO to find no likelihood of confusion.

This Trademark Coexistence Agreement (the Agreement) is effective [__/__/____] between [PARTY A LEGAL NAME], a [ENTITY TYPE AND JURISDICTION] at [NOTICE ADDRESS] (A), and [PARTY B LEGAL NAME], a [ENTITY TYPE AND JURISDICTION] at [NOTICE ADDRESS] (B). Each is a Party.

1. Identified marks and factual record

The A Marks and B Marks mean only the word or design marks listed and depicted in Schedule 1, with the stated owner, actual goods or services, use dates, geographic use, current registration or application status, and record source. A trade name, domain name, social account, future variation, and unrelated mark are included only if expressly listed. Each Party has disclosed in Schedule 1 the material prior licenses, consent agreements, proceedings, third-party uses, and ownership limits of which it is aware.

The Parties wish to reduce risk of customer confusion while using their respective marks within the specific boundaries below. They record in Schedule 2 the actual similarities and differences in marks, goods or services, buyer groups, trade channels, geography, and other known confusion evidence. This Agreement does not make a factual finding that either mark is valid, famous, incontestable, noninfringing, or registrable.

2. Permitted use and separation measures

A may use the A Marks only in [A GOODS/SERVICES, CHANNELS, AUDIENCE, AND TERRITORY IN SCHEDULE 2]. B may use the B Marks only in [B GOODS/SERVICES, CHANNELS, AUDIENCE, AND TERRITORY IN SCHEDULE 2]. Shared uses, if any, are [IDENTIFIED USES AND CONDITIONS OR NONE]. Restrictions apply only to the mark and activities actually specified; an International Class number alone does not define a market or contractual field.

Each Party will use the exact form, distinguishing house mark, packaging, website identification, disclaimer, and customer-facing measures allocated to it in Schedule 2. The Parties will test their proposed presentation and adjust it by signed amendment if documented confusion occurs. Neither Party may imply sponsorship, common ownership, a license, or affiliation that this Agreement does not provide. For online sales, Schedule 2 identifies searchable listings, domains, social handles, advertising keywords, geographic targeting, and customer support scripts if relevant.

Changes to the mark's appearance, goods or services, channel, target audience, or territory that could materially affect separation require advance written notice and the other Party's written consent under a signed Schedule 2 amendment. Ordinary changes within a documented permitted category follow [NOTICE RULE OR NONE]. No blanket prohibition on all future similar words or domains is implied.

3. Ownership, registration, and consent

Each Party keeps whatever rights it actually owns in its scheduled marks; this Agreement transfers no mark, goodwill, domain registration, or other asset. Each Party will maintain records of its own use and registration status and will use a registration notice only where accurate for the mark and country. There is no cross-license unless a signed schedule expressly creates one, with the scope and quality control terms it requires.

For an application identified in Schedule 3, [PARTY] will provide the other a consent letter in the attached, completed form only after confirming the mark, applicant, goods or services, and conditions match this Agreement. The consenting Party will [SUPPORT / NOT OPPOSE] only that exact filing and scope. The parties will provide truthful information to the trademark office; neither promises approval, concurrent registration, or a finding of no confusion. Under 15 U.S.C. § 1052(d), the USPTO Director's determination and statutory conditions remain independent of this private agreement. An application outside Schedule 3 requires fresh review and written consent.

A Party may contest use or a filing outside the agreed scope, assert a claim arising from fraud or material breach, or respond to a third-party proceeding. Any broader non-opposition or nonchallenge promise is [PRECISE ADDITIONAL PROMISE OR NONE], subject to applicable law. Third-party enforcement remains the right and responsibility of the Party with actual standing; the Parties will consult before a proposed settlement that would change the other's permitted use.

4. Confusion, complaints, and cure

A Party receiving an actual consumer complaint, misdirected order, mistaken inquiry, or trademark-office objection involving the scheduled marks will notify the other at [CONTACT] within [NUMBER] business days, share relevant nonprivileged evidence, and protect customer data. Within [NUMBER] days the designated contacts will review the cause and choose [CORRECTION, CUSTOMER CLARIFICATION, CHANGE IN PRESENTATION, OR OTHER MEASURE]. The agreed measure and deadline will be written and signed before it changes the boundaries of Section 2.

A material breach requires written notice describing the act and a [NUMBER]-day cure opportunity, except [SPECIFIC URGENT REMEDY SUBJECT TO APPLICABLE LAW OR NONE]. A Party may request relief available under actual law and facts; no injunction, fee award, cancellation, or damages follows automatically from this Agreement. A dispute about whether observed confusion requires a changed separation measure goes first to [IDENTIFIED NEGOTIATION OR MEDIATION PROCESS] for [NUMBER] days, without barring lawful urgent relief.

5. Term, transfer, and exit

The Agreement continues until [DATE / SPECIFIED EVENT], unless ended earlier for an uncured material breach under Section 4 or by signed mutual agreement. Assignment requires the other Party's written consent except [SPECIFIC SUCCESSOR TRANSACTION AND WRITTEN ASSUMPTION CONDITIONS OR NONE]. A sale or change of control does not automatically terminate these obligations.

On a valid end, accrued claims and any confidentiality or dispute terms stated here survive. Use that was independently lawful before this Agreement is not automatically extinguished by termination; the Parties must assess their actual rights and any transition terms selected in Schedule 3. A Party will cease only the uses it expressly promised to cease upon termination: [IDENTIFY, DEADLINE, CUSTOMER/INVENTORY PLAN, OR NONE]. No domain or registration transfers automatically.

6. General terms and signatures

Governing law: [STATE/COUNTRY]. Forum or signed arbitration terms: [COURT/PLACE OR ATTACHED TERMS]. Notices: [ADDRESS/EMAIL, METHOD AND RECEIPT RULE FOR EACH PARTY]. Each Party will keep nonpublic business and settlement information received under this Agreement confidential, except [DEFINED DISCLOSURES TO COUNSEL, TRADEMARK OFFICE, OR AS REQUIRED BY LAW]. Third-party claim defense, indemnity, damages cap, and expenses are [SIGNED TERMS OR NONE].

This Agreement and signed schedules are the complete understanding about these scheduled marks. A change or waiver must be signed by both Parties. If a provision is invalid, the remaining terms continue to the extent permitted by law. Counterparts and legally effective electronic signatures are permitted.

Schedule 1 — Marks, owners, use, and existing rights

Prior agreements, proceedings, known third-party interests and supporting documents: [DETAILS OR NONE].

Schedule 2 — Market boundaries and confusion controls

Known similarities, differences, actual confusion, and untested assumptions: [FACTS]. Shared uses and notices: [DETAILS OR NONE].

Schedule 3 — Specific applications, consent, and transition

Optional consent text for the specific row above: [CONSENTING PARTY] consents to [APPLICANT]'s application to register [EXACT MARK] for [EXACT GOODS/SERVICES] in [IDENTIFIED APPLICATION], subject to the use and separation measures in our signed Trademark Coexistence Agreement dated [__/__/____]. Our consent states our agreement, while the trademark office independently assesses the application under applicable law. [SIGNATURE / CAPACITY / DATE].

Transition, inventory, customer notice and permitted use after valid termination: [TERMS OR NONE].