Trademark Purchase Agreement Template for Switzerland

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Key Requirements PROMPT example:

Trademark Purchase Agreement

"I need a Trademark Purchase Agreement under Swiss law for the sale of our luxury watch brand trademark to a French company, with completion scheduled for March 2025 and including a 6-month transition period for phasing out our use of the mark."

Document background
The Trademark Purchase Agreement is a crucial document used when a trademark owner wishes to sell their trademark rights to another party under Swiss law. This agreement is particularly important in business acquisitions, brand portfolio restructuring, or strategic brand purchases. It must comply with the Swiss Federal Act on the Protection of Trademarks and Indications of Source, as well as the Swiss Code of Obligations. The document typically includes detailed provisions about the trademark(s) being transferred, purchase price, warranties about ownership and validity, provisions for recording the transfer with the Swiss Federal Institute of Intellectual Property, and any transitional arrangements. It's essential for ensuring a clean transfer of rights and minimizing future disputes about trademark ownership or usage rights.
Suggested Sections

1. Parties: Identification of the seller and purchaser with full legal names and addresses

2. Background: Context of the agreement, including brief history of the trademark and purpose of the transfer

3. Definitions: Defined terms used throughout the agreement, including 'Trademark', 'Effective Date', 'Intellectual Property Rights', etc.

4. Sale and Purchase: Core provision describing the transfer of trademark ownership and associated rights

5. Purchase Price: Details of the consideration, payment terms, and payment method

6. Completion: Requirements and conditions for completing the transfer, including timing and delivery requirements

7. Seller's Warranties: Warranties regarding ownership, validity, and non-infringement of the trademark

8. Purchaser's Warranties: Basic warranties from the purchaser regarding authority to enter into the agreement

9. Further Assurance: Obligations to execute additional documents and take necessary steps to perfect the transfer

10. Confidentiality: Provisions regarding confidential information and announcement of the transaction

11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Tax Provisions: Specific provisions on tax implications and responsibilities, used when significant tax considerations exist

2. Transitional Arrangements: Provisions for temporary dual use of the trademark, used when the seller needs phase-out period

3. Quality Control: Provisions ensuring consistent trademark quality standards, used when seller has specific quality requirements

4. Associated Rights: Transfer of associated domain names, social media accounts, etc., used when these additional rights exist

5. Employee Matters: Provisions regarding employees involved with the trademark, used when staff transfer is relevant

6. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals

7. Competition Restrictions: Non-compete and non-solicitation provisions, used when protecting market position is crucial

Suggested Schedules

1. Schedule 1: Trademark Specifications: Detailed description of the trademark(s), including registration numbers, classes, and territories

2. Schedule 2: Existing Licenses: List of current trademark licenses, their terms, and status

3. Schedule 3: Form of Transfer Documents: Templates for trademark office forms and other transfer documentation

4. Schedule 4: Payment Schedule: Detailed payment terms and installments if applicable

5. Appendix A: Trademark Visual Representations: Visual depictions of the trademark(s) being transferred

6. Appendix B: Historical Usage Evidence: Documentation of trademark use and market presence

7. Appendix C: Existing Proceedings: Details of any ongoing trademark proceedings or disputes

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Consumer Goods

Retail

Manufacturing

Technology

Pharmaceuticals

Fashion and Luxury

Food and Beverage

Media and Entertainment

Professional Services

Sports and Recreation

Automotive

Telecommunications

Relevant Teams

Legal

Intellectual Property

Marketing

Brand Management

Corporate Development

Finance

Mergers & Acquisitions

Commercial

Business Development

Compliance

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

General Counsel

Brand Manager

Chief Marketing Officer

Trademark Attorney

Corporate Lawyer

Licensing Manager

Intellectual Property Manager

Commercial Director

Chief Executive Officer

Business Development Director

Chief Financial Officer

Mergers & Acquisitions Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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