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Trademark Purchase Agreement
"I need a Trademark Purchase Agreement for my Hong Kong tech company to purchase a mobile app trademark from a Singapore startup, with completion planned for March 2025 and including provisions for associated social media accounts and domain names."
1. Parties: Identification of the seller and purchaser with full legal names and registered addresses
2. Background: Context of the agreement, including brief description of the trademark(s) and purpose of the transfer
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Sale and Purchase: Core terms of the transfer, including clear identification of the trademark(s) being sold
5. Purchase Price: Amount payable for the trademark(s) and payment terms
6. Completion: Details of when and how the transfer will be completed, including any conditions precedent
7. Seller's Warranties: Warranties regarding ownership, validity, and non-infringement of the trademark(s)
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: Obligations regarding confidential information disclosed during the transaction
11. Notices: Process for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
13. Governing Law and Jurisdiction: Specification of Hong Kong law as governing law and jurisdiction for disputes
1. Tax Provisions: Specific provisions dealing with tax implications and responsibilities, used when there are significant tax considerations
2. Transitional Arrangements: Provisions for temporary licensing or phased transfer, used when immediate complete transfer is not practical
3. Associated Rights: Transfer of associated goodwill, domain names, or social media accounts, used when these are part of the transaction
4. Non-Competition: Restrictions on seller's future use of similar marks, used when protecting purchaser's commercial interests
5. Employee and Customer Notifications: Requirements for notifying stakeholders, used when the mark is actively used in business
6. Existing Licenses: Handling of existing trademark licenses, used when there are active licenses
7. Territory Provisions: Specific provisions for multi-jurisdictional rights, used when trademark is registered in multiple territories
1. Schedule 1 - Details of Trademark(s): Comprehensive list of trademarks being transferred, including registration numbers, classes, and territories
2. Schedule 2 - Form of Transfer: Pro forma trademark assignment document for filing with trademark registry
3. Schedule 3 - Existing Licenses: Details of any existing licenses, if applicable
4. Schedule 4 - Associated Rights: List of associated rights being transferred (domain names, social media accounts, etc.)
5. Schedule 5 - Completion Requirements: Detailed list of documents and actions required for completion
6. Appendix A - Power of Attorney: Form of power of attorney for completing registration formalities
7. Appendix B - Board Resolutions: Pro forma board resolutions approving the transfer
Authors
Associated Rights
Business Day
Completion
Completion Date
Confidential Information
Consideration
Effective Date
Encumbrance
Existing Licenses
Goodwill
Group
Hong Kong
Intellectual Property Rights
Law
Liabilities
License
Losses
Material Adverse Change
Notice
Parties
Products
Purchase Price
Purchaser
Registration
Regulatory Authority
Related Rights
Seller
Stamp Duty
Territory
Trade Mark Applications
Trade Mark Rights
Trade Marks
Trade Marks Ordinance
Trade Marks Registry
Transaction Documents
Transfer
Use
Warranties
Working Hours
Sale and Purchase
Purchase Price
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Further Assurance
Assignment and Transfer
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Taxes
Stamp Duty
Force Majeure
Termination
Indemnification
Liability Limitations
Notices
Costs and Expenses
Amendments
Waiver
Severability
Entire Agreement
Assignment
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Retail
Consumer Goods
Technology
Fashion and Luxury
Food and Beverage
Pharmaceuticals
Manufacturing
Entertainment
Media
Professional Services
E-commerce
Sports and Recreation
Hospitality
Healthcare
Education
Legal
Intellectual Property
Corporate Affairs
Marketing
Brand Management
Business Development
Mergers & Acquisitions
Finance
Compliance
Commercial Operations
Chief Executive Officer
Chief Legal Officer
General Counsel
Intellectual Property Counsel
Brand Manager
Marketing Director
Commercial Director
Legal Counsel
Corporate Lawyer
Trademark Attorney
Company Secretary
Business Development Manager
Mergers & Acquisitions Director
Chief Financial Officer
Compliance Officer
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