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Transfer Of Trademark Agreement
"I need a Transfer of Trademark Agreement to sell my registered software brand 'CloudMaster' and its associated logo to a larger tech company, with the transfer to be completed by March 2025 and including a 3-month transition period for updating all marketing materials."
1. Parties: Identification of transferor and transferee with full legal names and addresses
2. Background: Context of the transfer and current ownership status of the trademark(s)
3. Definitions: Key terms used throughout the agreement including definition of the Marks, Territory, and Effective Date
4. Transfer and Assignment: Core terms of the trademark transfer including associated goodwill and rights being transferred
5. Consideration: Payment or other consideration for the transfer of the trademark rights
6. Representations and Warranties: Assurances regarding ownership, validity, non-infringement, and right to transfer
7. Further Assurances: Obligations to assist with transfer documentation and recording with relevant authorities
8. Governing Law: Applicable jurisdiction and choice of law provisions
1. Transition Period: Terms governing temporary continued use by transferor and phase-out period
2. Quality Control: Standards for maintaining trademark quality if transfer includes ongoing license back to transferor
3. Security Interest: Terms of any security interest in the trademark for financing arrangements
4. International Rights: Specific provisions for international trademark rights and registrations
1. Schedule of Trademarks: Detailed list of all trademarks being transferred, including registration numbers and jurisdictions
2. Schedule of Associated Rights: List of associated rights, goodwill, and business assets included in the transfer
3. Form of Recordal Documents: Templates for USPTO and other trademark office recordings
4. Transfer Declaration: Formal declaration of transfer for recording purposes with relevant authorities
Authors
Assigned Rights
Associated Goodwill
Business Day
Closing Date
Effective Date
Encumbrance
Governing Law
Intellectual Property Rights
Licensed Products
Mark(s)
Parties
Prior Use
Registered Trademarks
Registration Numbers
Territory
Trade Dress
Trademark Applications
Trademark Rights
Transfer Date
Transferee
Transferor
Transition Period
USPTO
Unregistered Trademarks
Consideration
Representations and Warranties
Further Assurances
Indemnification
Quality Control
Recording and Registration
Payment Terms
Confidentiality
Non-Competition
Transitional Use
Governing Law
Dispute Resolution
Force Majeure
Assignment and Succession
Entire Agreement
Severability
Notices
Amendments
Warranties of Title
Good Faith
Waiver
Costs and Expenses
Survival
Third Party Rights
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