Five collaborations, five very different products, one thing in common. It is not the marketing.
Every one of them started with a license agreement signed before anything was designed. Two brands cannot share a product without each granting the other permission to use its registered marks, and the terms of that permission decide who profits and who carries the risk.
What the agreement has to answer
Which marks are licensed, and in which classes. Which territories. Whether the license is exclusive. How long it lasts and what happens to unsold stock afterwards. Who approves the artwork. Who owns any new design created for the collaboration. Who pursues counterfeiters, and who pays for it. What happens if one brand is later involved in a scandal.
Where these deals fail
Almost always on ownership of what is created jointly, and on what happens at the end. If the agreement is silent, both parties believe they own the new design and neither can use it without a fight.
Before you say yes to a collaboration
Confirm your own mark is registered in the relevant classes. You cannot license what you do not own, and a partner lawyer will ask for the registration number. In Mexico a license can also be recorded before IMPI, which makes it enforceable against third parties.
What the agreement has to settle
Collaborations fail on the same handful of points, and all of them are cheap to fix in advance.
- Who owns what you make together. New designs, new logos and the joint name need an owner named in the document. Where a party commissioned the work, the economic rights are the commissioner unless agreed otherwise (article 83 of the Mexican Federal Copyright Law), which is a default worth confirming rather than assuming.
- Scope and term. Licences of copyright must be in writing or they are null, and where no term is stated they are taken to last five years (articles 30 and 33).
- What happens at the end. Stock in the channel, the microsite, the domains, the social accounts and the right to keep showing the work in a portfolio.
- Quality control. Without it, a mark can be damaged by the partner using it.
And before any of that, both sides should confirm each mark is actually registered in the classes the collaboration will use. You cannot license what you do not own.