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Brand Purchase Agreement
"Need a Brand Purchase Agreement for acquiring a premium skincare brand, including all trademarks and social media assets, with completion planned for March 2025 and requiring a 12-month transitional services arrangement with the seller."
1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the transaction and brief history of the brand
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including purchase price and payment terms
5. Brand Assets: Detailed description of all assets being transferred
6. Warranties and Representations: Seller's warranties regarding ownership and condition of brand assets
7. Completion: Timing and mechanics of completion
8. Governing Law and Jurisdiction: Applicable law and dispute resolution provisions
1. Transitional Services: Terms for post-completion support services - used when seller will provide ongoing support
2. Employee Provisions: Terms relating to transfer of employees - used when staff are being transferred with the brand
3. Tax Provisions: Specific tax treatment and allocations - used for complex cross-border transactions
4. Non-Compete Provisions: Restrictions on seller's future activities - used when protecting against future competition
1. Schedule of Brand Assets: Comprehensive list of all intellectual property being transferred
2. Schedule of Contracts: List of contracts being assigned or novated
3. Schedule of Registered IP: Details of all registered trademarks, designs, and other IP
4. Form of Assignment Documents: Pro forma documents for IP assignments
5. Schedule of Employees: List of transferring employees and their terms (optional)
6. Disclosure Schedule: Seller's disclosures against warranties (optional)
Authors
Agreement
Brand
Brand Assets
Brand Goodwill
Brand Guidelines
Brand Materials
Business Day
Completion
Completion Date
Confidential Information
Consideration
Copyright Works
Domain Names
Effective Date
Encumbrance
Governmental Authority
Group
Intellectual Property Rights
Know-How
Law
Liabilities
License Agreements
Long-Form Assignments
Marketing Materials
Material Adverse Change
Parties
Registered IP Rights
Related Rights
Social Media Accounts
Subsidiary
Tax
Territory
Third Party Consents
Trade Marks
Transaction Documents
Transfer
Unregistered IP Rights
Warranties
Working Hours
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Transfer of Brand Assets
Assignment of IP Rights
Warranties and Representations
Seller Warranties
Purchaser Warranties
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Tax Covenants
Third Party Consents
Further Assurance
Transitional Arrangements
Brand Usage
Assignment and Licensing
Force Majeure
Notices
Costs
Entire Agreement
Amendments
Severability
Waiver
Third Party Rights
Counterparts
Announcements
Data Protection
Dispute Resolution
Governing Law
Jurisdiction
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