Structure
IP holding company
The company that owns the IP and earns from it through the licences.
IP holding companyLicensing
agreements
A licence turns intellectual property into revenue, but the terms are where the value and the risk sit. Royalty, territory, exclusivity, quality control and exit: get them right and the IP earns while the asset stays protected; get them wrong and you give away value, degrade the brand, or watch the structure unwind on a tax audit. We draft licence and franchise agreements that match the actual deal, hold up for transfer pricing where the licence is intra-group, and bring use cleanly to an end, closing the gaps that template licences leave.
At a glance
IP into revenue.
Royalty, territory, control and exit, matched to the deal.
- Grants
- Use of the IP, not ownership
- Sets
- Royalty, territory, exclusivity
- Protects
- The mark, via quality control
- Intra-group
- Arm’s-length, documented
- Ends
- Cleanly, on agreed terms
The essentials
Licensing, done right
A licence grants use of IP on agreed terms for payment, under the Swiss Code of Obligations. The terms (royalty, territory, exclusivity, quality control, exit) decide whether the IP earns while the asset stays protected. Where the licence is intra-group it also has to satisfy the arm’s-length standard for tax. We draft to do both.
Who this is for
- owners licensing a brand, patent or technology;
- groups licensing IP from a holding company;
- businesses franchising a brand and system;
- those licensing across borders.
Where it fits
Licences create the royalty flow for an IP holding company, commercialise patents and designs, and must hold up on transfer pricing.
The terms
What a licence sets
A licence is built from a handful of terms, each carrying value and risk. Getting them right is the difference between IP that earns and IP that leaks.
| Term | Why it matters |
|---|---|
| Royalty | The price: commercial and, intra-group, arm’s-length |
| Territory & exclusivity | How much of the market the licensee controls |
| Quality control | Protects the mark from degrading use |
| Exit | Brings use cleanly to an end |
Template licences miss these: no quality control, royalties that fail on transfer pricing, exclusivity too broad, no clean exit. We draft to the actual deal and structure, so the licence protects the value rather than slowly leaking it.
How it runs
How we draft it
Understand the deal, set the terms, build in the protections, make it hold up for tax.
- Step 1
Understand the deal
What is licensed, to whom, where, and whether it is intra-group, a third party, or a franchise.
- Step 2
Set the commercials
Royalty, territory, exclusivity and field of use, matched to the value and the deal.
- Step 3
Build in protection
Quality control over a trademark, and clean termination and post-termination terms.
- Step 4
Make it hold up for tax
For intra-group licences, an arm’s-length royalty supported by transfer-pricing analysis.
- Step 5
Cover the cross-border
Withholding, governing law and enforcement where the licence runs across countries.
Budget
What it costs
Cost depends on the complexity: a single discrete licence, a franchise package, or an intra-group structure needing transfer-pricing support and cross-border terms. A licence is a long-lived instrument, so getting it right at the outset is far cheaper than fixing a degraded brand or an unwound structure later.
We scope and quote against the deal. Pricing is on request.
Discuss a licence
What it takes
What a sound licence requires
A licence that earns and protects rests on:
- a royalty that is commercial and, intra-group, arm’s-length;
- territory and exclusivity matched to the deal;
- real, exercisable quality control over a trademark;
- clean termination and post-termination terms;
- the cross-border tax and enforcement dimension covered.
A licence is forever until it isn’t — draft the exit first
The grant of a licence gets all the attention; the exit gets none, until it is the problem. A former licensee who keeps using the brand, claims residual rights, holds onto stock, or disputes that the licence ever ended can do real damage, and a licence with no clear termination and post-termination terms hands them the argument. The end of the relationship is exactly when you most need the agreement to be precise, and exactly when a template fails. We draft the exit as carefully as the grant (what stops, what returns, what survives) so when the licence ends, the IP comes back clean and the use actually stops, rather than becoming a dispute.
Why Goldblum
Earn and protect
Drafting licences that turn IP into revenue while protecting the asset and holding up for tax, not templates that look fine until they fail, is the work this firm does.
Sound
Holds up for tax
Intra-group royalties set on an arm’s-length basis and documented, so the licence survives audit rather than unwinding the structure around it.
Protected
The brand stays intact
Real quality control built into trademark licences, so the IP earns from the licence without being degraded by how the licensee uses it.
Clean
A drafted exit
Termination and post-termination terms that bring use to a clean end, so the IP comes back unencumbered, not into a dispute.
Related
Around licensing
Start here
Swiss trademark registration
The registered mark you can license — and must keep control of when you do.
Swiss trademark registrationDeals
IP due diligence
Checking the licences and rights before you buy, invest or take a licence.
IP due diligence
FAQ
IP licensing agreements: FAQ
01What does a licensing agreement do?
It lets someone use your intellectual property (a trademark, patent, design, software or know-how) on agreed terms, in return for payment, without transferring ownership. The agreement sets out what is licensed, where, for how long, on what exclusivity, at what royalty, and under what conditions, including the quality control the owner keeps over how the IP is used. A good licence turns IP into revenue while protecting the asset; a poor one gives away value, loses control of the brand, or fails to hold up when a tax authority or a court looks at it. Licensing is how IP earns its keep, and the terms are where the value and the risk sit. We draft them to do both: earn and protect.
02Why do licence terms matter for tax and transfer pricing?
Because a licence between related companies is a transaction that tax authorities scrutinise, and the royalty has to reflect what independent parties would agree. Where a group licenses its IP from a holding company to its operating companies, the royalty is a related-party charge: if it is set too high or too low against an arm’s-length benchmark, the authorities can adjust it, with tax and penalty consequences. The licence terms therefore have to be supportable by a transfer-pricing analysis reflecting the value of the IP and the role of each party. A licence that ignores this can unwind the whole structure on audit. We draft the terms to be commercially sound and defensible on transfer pricing, and document the basis.
03What is the difference between a licence and a franchise?
A licence grants the right to use specific IP; a franchise is a broader package: typically a licence of the brand and system plus an ongoing relationship, with the franchisor controlling how the business is run. Franchising bundles trademark licensing with a business format, training, standards and continuing support, and is governed by the franchise agreement that sets the fees, territory, obligations and controls on both sides. The right instrument depends on whether you are licensing a discrete right or rolling out a whole business model under your brand. Both need careful drafting of royalties or fees, territory, quality control and exit, to protect the brand and hold up commercially. We draft both, matched to what you are actually doing.
04Why is quality control essential in a trademark licence?
Because licensing a trademark without controlling how it is used can damage and even weaken the mark itself. When you let someone use your brand, their goods or services carry your reputation; if the licence does not reserve real control over quality and how the mark is used, poor use by the licensee harms the brand, and an uncontrolled licence can undermine the strength of the mark. The licence therefore has to give the owner genuine, exercisable control over quality and use, not just on paper but in practice. This is one of the things most often missed in DIY licences. We build proper quality-control provisions into trademark licences, so the brand earns from the licence without being degraded by it.
05What royalty should I charge?
One that reflects the value of the IP and what an independent licensee would pay, which is both a commercial and a transfer-pricing question. The royalty can be a percentage of sales, a fixed fee, a per-unit amount or a mix, and the right level depends on the strength and importance of the IP, the exclusivity granted, the territory, and what comparable licences command. For intra-group licences it also has to satisfy the arm’s-length standard. Too low gives away value and, intra-group, invites adjustment; too high can be commercially unworkable or, intra-group, equally challenged. We help set a royalty that is commercially sensible and, where it is a related-party licence, supportable on transfer pricing, with the analysis to back it.
06How should exclusivity and territory be handled?
Deliberately, because they define how much of the market the licensee controls and how much you keep. A licence can be exclusive, sole or non-exclusive, and limited by territory, field of use and channel, and these choices determine whether you can license the same IP to others, exploit it yourself, or expand later. Granting broad exclusivity for too little, or over too wide a territory, can lock you out of your own markets; granting too little can make the licence unattractive. The terms should match the commercial deal and keep your options open where they matter. We define exclusivity, territory and field of use, so the licence gives the licensee what the deal requires without surrendering more than intended.
07What happens at the end of a licence?
Whatever the agreement says, which is why the exit terms matter as much as the grant. A licence ends on expiry, termination for breach, or other agreed triggers, and the agreement should set out what happens then: that the licensee stops using the IP, returns or destroys materials, and that any residual rights, stock or goodwill are dealt with. Without clear exit terms, the end of a licence becomes a dispute: the former licensee keeps using the brand, or claims rights it should not. The exit is also where badly drafted franchises and licences cause the most trouble. We draft termination and post-termination terms that bring the use cleanly to an end, so the IP comes back unencumbered when the relationship is over.
08Can I license IP internationally?
Yes, and it is common, but cross-border licensing adds tax, withholding, regulatory and enforcement layers that the agreement has to account for. Licensing IP to a licensee in another country raises questions of withholding tax on royalties, the application of double-tax treaties, which law governs and where disputes are resolved, and how the IP is protected and enforced in that market. A purely domestic licence dropped into a cross-border deal can leave royalties taxed twice, or rights unenforceable abroad. The agreement and the structure should be built for the countries involved. We draft international licences with the tax, governing-law and enforcement dimensions in view, coordinating local input where the licensee’s jurisdiction requires it.
09What goes wrong with DIY or template licences?
A great deal, until it matters. Template licences commonly miss quality control over a trademark, set royalties that do not hold up on transfer pricing, grant exclusivity or territory more broadly than intended, omit clean exit terms, and ignore the cross-border tax and enforcement dimension. The agreement looks fine until the brand is degraded, the structure is challenged on audit, the licensee will not let go, or royalties are taxed twice, and by then the problem is expensive to fix. A licence is a long-lived instrument that should be right at the outset. We draft to the actual deal and the actual structure, closing the gaps that templates leave, so the licence protects the value rather than slowly leaking it.
10How does licensing fit the IP holding structure?
Licensing is the mechanism that makes an IP holding company work: it is how the holding company that owns the IP earns from the operating companies that use it. The licence agreements between the holding company and the operating companies create the royalty flow on which the structure depends, and their terms have to be arm’s-length and documented for the structure to hold up on audit. Licensing and the holding structure are two halves of the same thing: the company that owns the IP, and the agreements through which it is exploited. We draft the licences as part of the wider IP structure (holding company, substance, transfer pricing) so the agreements and the structure are consistent and defensible together.
11Can Goldblum draft my licensing agreements?
Yes. We draft licence and franchise agreements that set the royalty, territory, exclusivity, field of use, quality control and exit terms to match the actual deal, and, where the licence is intra-group, to be supportable on transfer pricing and consistent with the holding structure. We build in the quality control that protects a trademark, the exit terms that bring use cleanly to an end, and the cross-border dimension where the deal is international. The aim is an agreement that turns IP into revenue while protecting the asset and holding up for tax and in court, not a template that looks fine until it fails. We connect the licences to the wider IP and tax structure.
Turn your IP into revenue
Tell us what you want to license. A partner drafts the agreement to earn, protect the asset, and hold up for tax.