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Trademark Purchase Agreement
"I need a Trademark Purchase Agreement for acquiring a registered clothing brand trademark in India, with a one-time payment of 5 million rupees and immediate transfer of all rights scheduled for March 2025."
1. Parties: Identification of the seller (assignor) and buyer (assignee) with complete legal names and addresses
2. Background: Context of the agreement, including current ownership of the trademark and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement, including 'Trademark(s)', 'Effective Date', 'Intellectual Property Rights', etc.
4. Subject Matter of Transfer: Detailed description of the trademark(s) being transferred, including registration numbers and classes
5. Purchase Price and Payment Terms: Agreed consideration and payment structure, including any installments or escrow arrangements
6. Transfer and Assignment: Express provisions for the transfer of trademark rights, goodwill, and associated rights
7. Closing and Effective Date: Timing of the transfer and conditions precedent to closing
8. Seller's Representations and Warranties: Warranties regarding ownership, validity, non-infringement, and absence of encumbrances
9. Buyer's Representations and Warranties: Basic representations about legal capacity and authority to enter into the agreement
10. Covenants: Ongoing obligations of both parties, including cooperation in trademark office recordals
11. Indemnification: Mutual indemnification provisions for breach of warranties or representations
12. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Transition Services: Used when the seller needs to provide support during transition of the trademark to the buyer
2. Quality Control: Include when the seller has specific quality standards that need to be maintained
3. Non-Competition: Required when restricting seller from using similar marks in specific territories
4. Tax Provisions: Detailed tax arrangements when significant tax implications are involved
5. Prior Use Rights: Include when seller retains limited rights to use the trademark in specific contexts
6. International Rights: When the trademark has international registrations or pending applications
7. Security Interest: Include when payment is deferred and trademark serves as security
8. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court litigation
1. Schedule A - Trademark Details: Comprehensive list of trademarks being transferred, including registration numbers, classes, and territories
2. Schedule B - Existing Agreements: List of any existing licenses, coexistence agreements, or other relevant contracts
3. Schedule C - Payment Schedule: Detailed payment terms if involving installments or milestone payments
4. Schedule D - Assignment Forms: Forms required for recordal with the Indian Trademark Office
5. Schedule E - Existing Proceedings: List of pending oppositions, cancellations, or other proceedings
6. Appendix 1 - Trademark Specimens: Images or specimens of the trademarks being transferred
7. Appendix 2 - Due Diligence Reports: Summary of trademark searches and due diligence findings
Authors
Assigned Rights
Business Day
Closing
Closing Date
Confidential Information
Effective Date
Encumbrance
Goodwill
Governmental Authority
Intellectual Property Rights
Law
Licensed Products
Purchase Price
Registered Trademark
Related Rights
Seller's Knowledge
Territory
Trade Marks Act
Trademark(s)
Trademark Applications
Trademark Registrations
Trademark Rights
Transfer Documents
Transaction
Use
Working Day
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Assignment
Transfer of Rights
Representations and Warranties
Seller Warranties
Buyer Warranties
Quality Control
Further Assurance
Confidentiality
Non-Competition
Indemnification
Tax Matters
Recordal
Registration
Transition Services
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Assignment and Succession
Entire Agreement
Amendments
Severability
Costs and Expenses
Third Party Rights
Counterparts
Waiver
Consumer Goods
Retail
Technology
Pharmaceuticals
Fashion and Luxury
Food and Beverage
Manufacturing
Entertainment
Media
Professional Services
Healthcare
Automotive
E-commerce
Telecommunications
Legal
Intellectual Property
Finance
Corporate Development
Brand Management
Risk and Compliance
Business Development
Marketing
Corporate Secretarial
Mergers & Acquisitions
Chief Legal Officer
Intellectual Property Counsel
Brand Manager
Chief Executive Officer
Commercial Director
Chief Financial Officer
Trademark Attorney
Corporate Counsel
Legal Director
Business Development Manager
Mergers & Acquisitions Director
Company Secretary
Risk Manager
Intellectual Property Manager
General Counsel
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