Brand Licensing, Merchandising & Endorsement Agreements in Bangladesh

by Barrister Tahmidur Rahman | Oct 15, 2026

Technology, IP & DataGrow the brand, keep control9 min read

Brand Licensing, Merchandising & Endorsement Agreements in Bangladesh

Brand licensing, merchandising and endorsement agreements for brand owners, licensees, manufacturers, retailers, celebrities, influencers and agencies in Bangladesh: we protect trade marks, set quality and approval controls, structure royalties and remittances, and plan exit so a brand can grow without losing control of its reputation.

Overview

How brand licensing works in Bangladesh

Brand licensing allows the owner of a trade mark, character, design or personality to let another business use it on products or services in return for royalties or fees. In Bangladesh, international fashion, food, consumer goods and entertainment brands license local manufacturers and retailers, Bangladeshi brands expand through licensees in new product categories, and celebrities and influencers endorse products across television and social media. Each deal turns on what is licensed and how the owner keeps control. We draft and negotiate these agreements as part of our technology and IP practice in Bangladesh, acting for owners, licensees and talent.

Trade marks are protected in Bangladesh by registration under the Trademarks Act 2009 with the Department of Patents, Designs and Trademarks, and unregistered marks rely on use and passing off. Logos, artwork, characters and packaging may also be protected under the Copyright Act 2023 and the Industrial Design Act 2023. A licensee should confirm registration in the relevant classes and the licensor's authority to grant the licence. A licensor should make sure the licence does not weaken its rights, for example through uncontrolled use, and that use by the licensee is properly recorded where needed.

Quality control is the heart of brand licensing. Without it, the licensor risks damage to reputation and, in some situations, to the validity of its trade mark. Agreements should set product specifications, approval of samples, packaging and marketing, factory audits, testing, compliance with product safety and labelling rules, and recall procedures. Some products also need BSTI certification or other approvals before sale in Bangladesh. Merchandising programmes involving third-party manufacturers need supplier approval and anti-counterfeiting controls, because overruns and unauthorised production are a common source of grey market and counterfeit goods. Each control should be realistic and enforceable in practice.

The economics must also work in practice. Royalties may be based on net sales, units or minimum guarantees, with advances, marketing contributions and audit rights. Where the licensor is outside Bangladesh, royalty remittances must comply with foreign exchange rules and tax withholding, and supporting documents must satisfy the remitting bank. Some arrangements may need registration or approval, and licensing structures can look like franchising or distribution, each with different consequences. We coordinate with our corporate and commercial team and tax advisers, so that brand licensing royalties can be paid and recorded properly and on time.

Endorsements add a personal dimension. Agreements with celebrities, athletes and influencers must define permitted uses of name, image and voice, content approval, posting obligations, disclosure of paid promotion, exclusivity and morality clauses, and what happens to content after the campaign ends. Consumer protection rules prohibit misleading advertising, and some product categories are restricted or banned from promotion. Barrister Tahmidur Rahman leads our brand licensing work, Barrister Remura Meheruba Mahbub advises on cross-border licences, and Adv Syed Wahid acts in infringement litigation. We work with counsel in the UK, US, UAE, Singapore, China and India on international brand programmes.

01 · What we handle

Core workstreams

  • Rights review and licence scope
  • Quality control and approvals
  • Merchandising and supply chain
  • Endorsement and influencer agreements
02 · How it runs

Four clear stages

  1. 01Review rights and goals
  2. 02Agree key terms
  3. 03Draft and negotiate
  4. 04Manage and enforce
03 · Start here

Talk to a partner

Consultations in Dhaka or by video. Scope, team and fees are agreed in writing first.

Book →
How we help

What our licensing and endorsement work covers

Workstream 01Technology, IP & Data

Rights review and licence scope

  • Review rights and goals
  • Agree key terms
  • Draft and negotiate
  • Manage and enforce
Workstream 02Technology, IP & Data

Quality control and approvals

  • Review rights and goals
  • Agree key terms
  • Draft and negotiate
  • Manage and enforce
Workstream 03Technology, IP & Data

Merchandising and supply chain

  • Review rights and goals
  • Agree key terms
  • Draft and negotiate
  • Manage and enforce
Workstream 04Technology, IP & Data

Endorsement and influencer agreements

  • Review rights and goals
  • Agree key terms
  • Draft and negotiate
  • Manage and enforce
Workstream 05Technology, IP & Data

Royalties, tax and remittance

  • Review rights and goals
  • Agree key terms
  • Draft and negotiate
  • Manage and enforce
Workstream 06Technology, IP & Data

Enforcement, termination and exit

  • Review rights and goals
  • Agree key terms
  • Draft and negotiate
  • Manage and enforce
01

Rights review and licence scope

We check trade mark registrations, ownership, existing licences and conflicts, and define the licensed marks, products, channels, territory, exclusivity and term. Clear scope prevents disputes over new product lines, online sales, exports and sub-licensing, and helps the licensor protect categories it may want to keep for itself or offer to other licensees later in the brand's development. We record the scope in a clear brand licensing schedule that both sides can follow.

02

Quality control and approvals

We draft specifications, sample and packaging approval processes, marketing approvals, factory audit rights, testing and certification requirements, labelling compliance and recall procedures. These controls protect the brand's reputation and its trade mark rights, and give the licensor clear remedies if the licensee or its manufacturers fall short of agreed standards during production or sale. Approval timelines are set realistically so production is not delayed unnecessarily.

03

Merchandising and supply chain

We structure merchandising programmes involving licensees, approved manufacturers, distributors and retailers, with supplier approval, production limits, hologram or tagging systems, inventory reporting and controls on overruns. Our drafting reduces the risk of unauthorised production and grey market sales, and supports enforcement against counterfeit goods in Bangladesh and in export markets. Reporting obligations let the licensor verify royalty statements against production.

04

Endorsement and influencer agreements

We draft agreements with celebrities, athletes, influencers and agencies covering deliverables, posting schedules, content approval, usage rights, paid promotion disclosures, exclusivity, morality clauses and termination. We also review claims in campaign content for compliance with consumer protection and advertising rules, and set clear limits on how long content may be used after the term. Each campaign brief is checked against the agreement before content is published.

05

Royalties, tax and remittance

We structure royalty rates, minimum guarantees, advances, marketing funds, reporting and audit rights, and align payment terms with foreign exchange rules, withholding tax and VAT. For foreign licensors, we prepare the documentation that banks require for royalty remittances, and advise on any registration or approval needed for the arrangement. We also review brand licensing royalty statements and audit findings. We compare payments with sales reports, check deductions such as taxes and returns, and advise when the figures do not match.

06

Enforcement, termination and exit

We draft termination rights for non-payment, quality failure, insolvency, change of control and reputational damage, and plan sell-off periods, stock buy-back, removal of branding and return of materials. We also act against infringers and counterfeiters through notices, customs action, online takedowns, criminal complaints and civil proceedings where the brand is misused. We act quickly where brand licensing value is at risk from infringers.

RecognitionThe Legal 500Asia Pacific ranks Tahmidur Remura Wahid (TRW) Law Firm for dispute resolution in Bangladesh.
Cross-border reach6 jurisdictionsMatters coordinated with counsel in the UK, US, UAE, China, India and Singapore.
Bar and admissionsDhaka and LondonBarristers and advocates in Bangladesh, with a solicitor of England and Wales (non-practising).
HeadquartersDhakaHouse 410, Road 29, Mohakhali DOHS. Consultations in person or by video.
Who leads this work

Partner-led, on every matter.

Technology, IP & Data matters at TRW are led by partners, supported by associates, with one responsible lawyer from first advice to final outcome.

Meet the firm →
01

Does a brand licensing agreement allow use of everything associated with the brand?

No. A licence covers only what it expressly grants. The agreement should list the specific marks, logos, designs, characters, slogans and other materials licensed, and the products, channels and territory in which they may be used. Elements not listed, such as a sub-brand, a new logo or a related character, remain with the owner unless added later. Ambiguity often leads to disputes when a licensee expands into new products or online platforms. We draft precise brand licensing schedules and change procedures so both sides understand exactly what is covered and how new elements can be added.

02

Should a trade mark be registered before it is licensed in Bangladesh?

Registration is strongly advisable. A registered trade mark under the Trademarks Act 2009 gives the owner clearer rights to license, enforce against infringers and prove ownership to banks, customs and courts. Licensing an unregistered mark is possible but relies on proof of use and reputation, which is harder to establish. Licensees should also check that registration covers the relevant classes. Recording the licence or the licensee's use with the registry can further strengthen the position. We conduct clearance searches, file applications and advise on recording brand licensing arrangements with the Department of Patents, Designs and Trademarks.

03

Is a brand licence the same as a franchise or distribution agreement?

Not exactly. A brand licence grants permission to use intellectual property, usually on products the licensee makes or sources itself. A franchise typically also involves a business system, operating standards, training and ongoing support, while a distribution agreement involves buying and reselling the owner's own products. The categories overlap, and the label in the contract does not decide how tax authorities, banks or courts treat the arrangement. We review the commercial model and advise which structure fits best, since the choice affects royalties, remittance, tax treatment and the level of control the owner can exercise.

04

How can royalties be paid to a foreign brand owner?

Royalties paid from Bangladesh to a foreign licensor must comply with foreign exchange regulations and tax withholding, and VAT may also apply to imported services. Banks will expect a valid agreement, invoices and supporting documents, and some arrangements may require registration or prior approval depending on the structure. Delays often arise when documents do not match what the bank needs. We draft brand licensing payment terms with these requirements in mind, include tax gross-up or allocation provisions, and coordinate with tax advisers so royalties can be remitted lawfully and on schedule.

05

What quality controls should a licensor include?

At minimum, the licensor should approve product specifications, samples, packaging and marketing materials, and have rights to inspect factories, test products and require corrective action. The agreement should require compliance with Bangladesh product safety, labelling and certification requirements, including BSTI standards where applicable, and set a recall procedure. Approval timelines should be realistic so the licensee can plan production. We draft quality control provisions that are practical for both sides and that support the licensor's trade mark rights, because uncontrolled use can damage reputation and weaken the brand's legal protection. Good brand licensing practice also requires written records of approvals.

06

Can endorsement content remain online after the campaign ends?

Only if the agreement allows it. Endorsers usually grant usage rights for a defined period, media and territory, and continued use afterwards may breach the contract and the endorser's rights. Some agreements allow archived social media posts to remain while prohibiting new promotion; others require removal of all content. The brand owner should track where content appears, including on retailer and distributor platforms. We draft clear post-term usage provisions in endorsement and brand licensing agreements and advise on disputes where content continues to be used without permission.

07

How can brand owners act against counterfeit products in Bangladesh?

Options include civil proceedings for trade mark infringement and passing off, criminal complaints for counterfeiting offences, customs action against imported or exported infringing goods, consumer protection complaints and takedown requests to online marketplaces and social media platforms. Evidence gathering through test purchases and market surveys is often the first step. Licensees should be required to report counterfeits and cooperate with enforcement. We plan and run enforcement campaigns for brand owners and licensees, and coordinate with our dispute resolution team where litigation is needed. Licensees should also protect brand licensing value by reporting suspicious sellers quickly.

08

What happens to unsold stock when a brand licensing agreement ends?

The agreement should set out the position. Common approaches include a short sell-off period during which the licensee may sell existing stock subject to continued quality and royalty obligations, a right for the licensor to buy back stock at cost, or destruction of remaining goods. Without clear terms, former licensees may continue selling branded products for long periods, causing confusion and disputes. We draft exit provisions covering stock, packaging, marketing materials, customer communications and removal of branding from premises and online channels, so termination is orderly and enforceable. Clear brand licensing exit terms protect both sides.

How a matter runs

From first call to resolution.

  1. 01

    Review rights and goals

    We review trade mark registrations, existing licences, the commercial plan and any foreign exchange or tax issues, and identify brand licensing, merchandising or endorsement risks before negotiations start with the counterparty or talent. Checking trade mark ownership, approvals and payment routes before negotiation means fewer surprises once the draft circulates.

  2. 02

    Agree key terms

    We help agree scope, exclusivity, quality controls, royalties, minimum guarantees, approvals and exit in a term sheet, so detailed drafting starts from a shared understanding and moves quickly. Key commercial points are settled first. Approvals are mapped at this stage.

  3. 03

    Draft and negotiate

    We prepare the licence, merchandising, supply or endorsement agreements, negotiate with licensees, manufacturers, agents or talent, and coordinate with foreign counsel where brands or endorsers are based abroad. Open points are tracked in one shared list. Approval windows for products, content and appearances are written into the timetable, so launches do not wait for sign-off.

  4. 04

    Manage and enforce

    We support approvals, royalty audits, renewals and new categories, monitor and act against infringements and counterfeits, and manage termination and transition when relationships end or change. Periodic brand licensing reviews keep terms current. Notice dates for renewal or termination are diarised so that decisions are taken before rights lapse. Reports of copying or unauthorised sales are recorded in one place so that action is taken consistently.

“Demonstrates an extraordinary command over both domestic litigation and international arbitration.”

The Legal 500 Asia Pacific, Bangladesh: Dispute resolution, client feedback

FAQ

Questions, answered.

Still unsure? Email info@trw.co with a short outline of the matter.

What is brand licensing?
Brand licensing is an arrangement in which the owner of a trade mark or other brand asset allows another business to use it on agreed products or services, in an agreed territory and for an agreed period, usually in return for royalties. The owner keeps ownership and sets quality standards, while the licensee manufactures, markets or sells the licensed products. Clear terms on scope, quality, payments and exit are essential. Licences can be exclusive or non-exclusive, and may cover a single product category or a broad range of goods.
Can a licensee sub-license the brand under a brand licensing agreement?
Only if the agreement permits it. Most licensors restrict sub-licensing or require prior approval, because they want control over who uses the brand and how. Where sub-licensing or subcontracted manufacturing is allowed, the agreement should require sub-licensees to accept equivalent obligations and give the licensor direct audit and enforcement rights. Licensors should also keep a register of approved sub-licensees and manufacturers, so unauthorised production can be identified and stopped quickly. Clear flow-down terms keep quality and confidentiality obligations consistent across the chain.
Do brand licensing agreements need to be registered?
Certain licences of registered trade marks may be recorded with the Department of Patents, Designs and Trademarks, which can strengthen enforcement and evidence of use. Banks may also require specific documentation for royalty remittances, and some arrangements may need regulatory registration or approval. We advise on the steps relevant to each deal and include obligations to complete them. Recording also helps when acting against infringers, because it shows the licensee's use is authorised and controlled by the owner.
What is a minimum guarantee in brand licensing?
A minimum guarantee is the lowest royalty amount the licensee must pay for a period, regardless of actual sales. It protects the licensor against an inactive licensee and is often paid partly in advance. If sales generate royalties above the minimum, the licensee pays the difference. Failure to meet minimums commonly gives the licensor a right to terminate or reduce exclusivity. Minimum guarantees should be realistic, reflecting the market and launch timelines, and may be adjusted if the licensor delays approvals or product launches.
Do influencers in Bangladesh need to disclose paid promotions?
Consumer protection rules prohibit misleading advertising, and presenting paid promotion as independent opinion can mislead consumers. Brands and influencers should label sponsored content clearly and ensure claims are accurate and supported. Social media platforms publish their own branded-content rules, which can apply in addition to the contract and advertising standards. We include disclosure obligations and content review procedures in endorsement agreements to reduce legal and reputational risk. Brands should also keep records of approved content and influencer briefs, which help show that reasonable steps were taken if a complaint is made. Agencies should also be bound by the same disclosure and review obligations as influencers.
Can a licensor end the licence if the licensee damages the brand?
Yes, if the agreement provides for it. Termination rights should cover quality failures, unapproved marketing, insolvency, failure to pay and conduct that harms the brand's reputation. Clauses should be clear and proportionate, with cure periods for remediable breaches, so they can be relied on without inviting a dispute about whether termination was valid. Licensors should also plan how stock, packaging and online listings are handled after termination, so the brand is not left in limbo. Notice and cure procedures should be practical, with timelines that suit the product cycle.
Who owns designs created by a licensee during brand licensing?
This should be agreed in advance. Many licensors require that new designs, artwork and improvements incorporating the brand belong to the licensor, sometimes with a licence back to the licensee during the term. Without clear terms, the licensee may claim rights in designs it created, complicating future licensing. We draft ownership and assignment clauses accordingly. Clear ownership terms also make it easier to license the same designs to future licensees in other territories or product categories. We also address moral rights and employee designers in the drafting.
Can TRW act for both brand owners and licensees?
Yes, on separate matters and subject to conflict checks. We advise international and Bangladeshi brand owners, licensees, manufacturers, retailers, agencies and talent on brand licensing, merchandising and endorsement agreements, and on enforcement. We also advise on enforcement strategy, registration portfolios and brand licensing programmes across several markets. Initial reviews can be scoped tightly to control cost. You can contact our Dhaka office to discuss a deal or review.

License your brand with control and confidence

Speak with the partners about Brand licensing in Bangladesh or across borders.

Book a consultation →
Brand licensing: TRW & Co, Dhaka
Message TRW on WhatsApp