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Publicity Clause

A clause governing whether and how a party may use the other's name, logo, or trademarks, or announce the deal, in press releases, marketing, and customer references.

Reviewed by GC AI Solutions Team•Updated September 2026

Definition

A publicity clause governs whether and how each party may use the other's name, logo, or trademarks, or publicize the existence and terms of the deal, in press releases, marketing materials, customer lists, and case studies. It can require prior written consent, grant permission for specified uses, and define exceptions for legally required disclosure or functional use needed to perform the contract. It helps protect reputation and trademark rights by specifying the uses the parties authorize.

What It Does

For in-house counsel, agree on the permitted uses of your company's name before marketing teams start preparing announcements. A practical test: check whether the clause separately addresses a website logo, a customer-list entry, a press release, and a case study, and identify who approves each use.

  • Controls use of each party's name, logo, trademarks, and the deal itself; the cited Holden Hills provision also addresses identifying information and affiliations, extends obligations to affiliates and representatives, including employees, legal counsel, and agents, and requires commercially reasonable efforts for specified consultants, lenders, and investors.

  • Usually requires prior written consent for public use

  • Carves out legally required disclosure and functional use under the contract

  • Often handled per use, or by a pre-approved customer-reference right

  • Protects both reputation and trademark rights

Marketing usually wants a pre-approved reference right; the named party usually wants consent control, so the clause is where those two interests get reconciled.

When You'll See It

Publicity provisions appear in vendor and SaaS agreements, collaboration and partnership agreements, supply and manufacturing contracts, M&A agreements, and settlement and employment agreements. It sits in the miscellaneous or general provisions, sometimes as a dedicated "Publicity," "Announcements," or "Use of Name" section. In M&A it governs the deal announcement; in vendor deals it governs customer references and logos; in collaborations it governs joint press releases.

It matters most where one party's brand carries weight the other wants to borrow: a recognizable customer a vendor wants to cite, a partner whose name lends credibility, a deal whose announcement moves markets. The more valuable your name is to the other side's marketing, the more you want a say in how it is used.

Examples

Autolus, Inc. / Cardinal Health 105, LLC

Distribution Services AgreementMutual consent with a functional-use carve-outMutual2025
"Neither Party has the right to use the name of the other Party or any Affiliate of the other Party, or the other Party's or such Affiliates' trademarks, service marks, logos, or other similar marks in any manner except with the prior written approval of that Party, provided that the foregoing does not prohibit Cardinal Health's use of Client's names or marks in connection with the performance of the Services in a manner consistent with this Agreement."
Source

Allogene Therapeutics, Inc. / Foresight Diagnostics, Inc.

Amended and Restated Strategic Collaboration AgreementBroad mutual bar with a required-disclosure carve-outMutual2025
"Except as expressly provided herein in connection with this Agreement or any Activities hereunder, neither Party shall mention or otherwise use the name, logo or trademark of the other Party or any of its Affiliates or any of its or their (sub)licensees (or any abbreviation or adaptation thereof) in any publication, press release, marketing and promotional material or other form of publicity without the prior written approval of such other Party. The restrictions imposed by this Section 8.3 shall not prohibit either Party from (i) making any disclosure identifying the other Party to the extent required in connection with its exercise of its rights or obligations under this Agreement or the Work Plan, or (ii) making any disclosure identifying the other Party that is required by Applicable Law or the rules of a stock exchange on which the securities of the Party making such disclosure are listed (or to which an application for listing has been submitted)."
Source

Holden Hills, L.P.

First Amendment to the Amended and Restated Limited Partnership AgreementPartnership-level restriction binding partners and representativesMutual2025
"each Partner shall not, ... disclose, publish, or use the name ... of any other Partner ... without prior written consent of such other Partner."
Source

Negotiate

Customer or Named Party Positions:

Seek approval rights that let your legal and marketing teams control the agreed uses of your name and marks.

  • Require prior written consent for any use of your name, logo, or the deal in marketing, press releases, or customer references.
  • Define exceptions for legally required disclosure and any permitted repetition of public information. If financing-related disclosures are permitted, specify their scope, recipients, and confidentiality conditions. The cited Holden Hills provision also conditions required disclosures on prior notice where reasonably practicable and, upon a partner's request and at its expense, reasonable steps to oppose or mitigate disclosure.
  • Require your review and approval of any press release announcing the relationship, and add brand-guideline control over how your marks appear.

Vendor Positions:

Seek specific permissions for the references you intend to use and a clear approval process for additional publicity.

  • Secure a pre-approved right to use the customer's name and logo in customer lists and on your website, rather than asking each time.
  • Negotiate a launch press release subject to the customer's reasonable review, with a turnaround deadline.
  • Keep a functional carve-out so you can identify the customer where needed to perform the services.

The named party and the marketing team want opposite things here, so the clause is about pre-clearing the uses both sides can live with.

Red Flags

  • Silence on publicity, which leaves the parties without an agreed process for approving name and logo use.

  • A one-sided right letting the other party publicize the relationship while you cannot.

  • A carve-out so broad, such as “in connection with marketing,” that it swallows the consent requirement.

  • No approval process for a press release announcing the deal.

  • Use-of-name permission with no brand-guideline or quality control over how your marks appear.

Publicity Clause FAQs

What is a publicity clause?
It is a clause governing whether and how each party may use the other's name, logo, or trademarks, or announce the deal, in press releases, marketing, and customer references. It should specify which uses require prior written consent and which are expressly permitted.
Can a vendor use your company logo without permission?
Contract silence does not itself grant permission to use your logo. The analysis depends on the use, any existing authorization, and applicable trademark law, including whether the use is likely to confuse people about affiliation, sponsorship, or approval. State the permitted uses and approval process expressly in the publicity clause.
What is the difference between a publicity clause and a confidentiality clause?
A confidentiality clause restricts disclosure and use of defined confidential information, which may include the deal and its terms. A publicity clause controls announcements and use of names and marks. Coordinate their permissions and exceptions, including how unauthorized disclosure affects continuing obligations. In the cited Autolus agreement, information becomes excluded as publicly available only if it did not become public through a breach of the agreement.
Should publicity require consent for every use?
Not necessarily. Named parties usually want consent for marketing and endorsements, while vendors often negotiate a pre-approved right to list the customer and use its logo. A common middle ground is pre-clearing customer-reference uses while requiring consent for press releases.
What carve-outs belong in a publicity clause?
The standard carve-outs are for disclosure required by law or regulation, such as SEC filings, for repetition of information already in the public domain, and for functional use needed to perform the contract. Carve-outs should be specific, so they do not undermine the consent requirement.

Related Clauses

This content is for informational purposes only and does not constitute legal advice.