Joint marketing agreements

How BC law treats it

A joint marketing agreement is an ordinary commercial contract. The key terms are what each party will do and pay for, how leads or revenue are shared, who approves content, how long the arrangement lasts, and what happens to shared materials and data at the end. Co-branding involves using each other's trademarks, so the agreement should include a trademark licence with quality control and approval rights. Under the Trademarks Act, licensed use benefits the owner only where the owner controls the character or quality of the goods or services (s. 50). Without that control, use by a partner can weaken the owner's mark. Advertising claims are regulated federally. The Competition Act prohibits false or misleading representations to the public, both as a criminal offence (s. 52) and as reviewable conduct with administrative monetary penalties (s. 74.01). Each party should be responsible for claims about its own products and should approve joint claims. For consumer transactions in BC, the Business Practices and Consumer Protection Act also prohibits deceptive acts and practices. Sharing customer lists engages BC's Personal Information Protection Act: personal information generally needs consent before it is disclosed to a partner, and promotional emails need consent under CASL.

What it means for your business

Partnering with another brand can expand reach cheaply, but it also ties your reputation to someone else's conduct. A clear agreement protects your trademark, keeps you from being liable for a partner's misleading claims, and prevents disputes over leads and revenue. It also stops the common problem of a partner emailing your customers without the consent that privacy and anti-spam laws require. Example: A Squamish outdoor gear retailer and a local brewery run a co-branded summer campaign. Their agreement requires mutual approval of all ads, licenses each other's logos only for the campaign, and limits any shared mailing list to customers who consented to hear from both businesses.

Risks and common mistakes

Allowing a partner to use your logo without written approval rights and quality control. Sharing customer lists without the consent required by PIPA and CASL. Failing to allocate responsibility for advertising claims and related indemnities. Leaving revenue or lead sharing to an informal understanding that cannot be measured. Omitting termination terms requiring each party to stop using the other's brand and materials.