Due to the risk of loss of trademark rights from naked licensing, trademark licenses will include quality control provisions to ensure that the goods sold under the mark are of sufficient quality. Consider the following examples, excerpted below.

• Assignment - which of the following provisions provides the licensor the greatest protection?
• Which provides the licensor the least protection?
• For the provision that provides the greatest protection, if you were the licensee, would you find those terms acceptable, or would you have some concerns?
• What adjustments would you propose to make your job easier but still allow the mark owner to maintain sufficient quality control?

Sample Quality Control Provision #1

Quality Control; Inspection.

(a) Licensee recognizes and understands the importance of Licensor's exercise of control over the quality of use of the Licensed Marks. (b) Licensee agrees that the Goods and Services it provides under the Licensed Marks shall be of a quality at least equal to that of the goods and services provided heretofore by Licensor under the Licensed Marks. (c) Upon Licensor's written request, but no more than twice each calendar year, Licensee shall submit for inspection all previously unapproved samples of its use of the Licensed Marks in advertising, product labeling, sales and other materials. Licensee shall not need approval of new uses of the Licensed Marks substantially similar to previously approved uses. Licensor shall advise Licensee in writing of its approval or rejection of each such sample, stating with reasonable specificity any objections thereto, and Licensee shall refrain from any rejected use until Licensor's objections have been satisfied. If Licensor does not send such notice within ten (10) days following receipt of such sample, the sample shall be deemed approved. In the event that Licensor is unable to fulfill its duties under this Section 5(c), the parties acknowledge and agree that the provision of services in accordance with Section 5(b) shall constitute full compliance with the quality control provisions of this Agreement.

Sample Quality Control Provision #2

1. Quality Control. In the course of marketing, promoting, advertising, distributing or selling any products displaying the Licensed Marks, the Buyer Entities shall maintain and adhere, to the extent commercially reasonable, to quality standards that are consistent with the standards observed by the Buyer Entities prior to the date hereof.

Sample Quality Control Provision #3

Quality Control. Licensor shall have the right to monitor and observe the manufacture, processing, packaging and sale of all Licensed Products for the purpose of protecting and maintaining the standards of quality established by Licensor for products sold under the Trademark. Licensee shall permit Licensor's authorized personnel to enter Licensee's premises at all reasonable times, with reasonable advance notice, to inspect Licensee's manufacturing, processing and packaging facilities and operations, and to inspect and test all products produced for sale under the Trademark. If Licensor at any time finds that any of such products are not being manufactured, processed, packaged or sold in accordance with standards of quality acceptable to Licensor or have been packaged in a misleading or deceptive manner, or otherwise have been prepared, packaged, advertised or sold in a manner in violation of Section 5 of this Agreement, Licensor may notify Licensee in writing of such deficiencies, and if Licensee fails to correct such deficiencies within 30 days after receipt of such notice, Licensor may, at its election, terminate this Agreement effective immediately.