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Trademark Sale Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Trademark Sale Agreement

"I need a Trademark Sale Agreement for selling my registered clothing brand trademark 'StyleFlex' in Hong Kong to a major retail chain, with completion scheduled for March 2025 and including a 3-month transition period where I can continue using the mark."

Document background
The Trademark Sale Agreement is essential for businesses engaging in trademark transfers within Hong Kong's jurisdiction. It is commonly used when companies are divesting intellectual property assets, during mergers and acquisitions, or as part of business restructuring. This document ensures compliance with Hong Kong's Trade Marks Ordinance (Cap. 559) and provides a legally binding framework for transferring trademark ownership. It includes crucial elements such as trademark identification, warranties of ownership and validity, purchase price, payment terms, and completion requirements. The agreement also addresses necessary filing requirements with the Hong Kong Intellectual Property Department and any transitional arrangements needed for smooth ownership transfer.
Suggested Sections

1. Parties: Identification of the seller and purchaser of the trademark(s), including full legal names and registered addresses

2. Background: Context of the transaction, including brief history of the trademark ownership and reason for the sale

3. Definitions: Definitions of key terms used throughout the agreement, including 'Trademark(s)', 'Effective Date', 'Purchase Price', and other relevant terms

4. Sale and Purchase: Core provision detailing the sale and transfer of the trademark(s) from seller to purchaser

5. Purchase Price and Payment: Specific details of the purchase price, payment terms, and payment mechanics

6. Completion: Details of the completion process, including timing, location, and actions required at completion

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

8. Assignment and Registration: Provisions regarding the formal assignment process and registration of the trademark transfer

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

10. Confidentiality: Provisions regarding confidentiality of the transaction and related information

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

12. General Provisions: Standard boilerplate provisions including notices, entire agreement, and severability

Optional Sections

1. Transitional Arrangements: Used when the seller needs to continue using the trademark for a defined period post-completion

2. Quality Control: Required when the seller has established specific quality standards that the purchaser agrees to maintain

3. Tax Provisions: Detailed tax provisions when the transaction has significant tax implications or cross-border elements

4. Related Rights: When the sale includes associated intellectual property rights, such as domain names or social media accounts

5. Non-Competition: Restrictions on seller's future use of similar marks, if agreed between parties

6. Employee and Customer Notification: Procedures for notifying relevant stakeholders, if required

7. Royalty Payments: If the purchase price includes ongoing royalty payments rather than just a lump sum

Suggested Schedules

1. Schedule 1 - Trademark Details: Comprehensive list of trademarks being sold, including registration numbers, classes, and jurisdictions

2. Schedule 2 - Form of Assignment: Template assignment document for filing with the Hong Kong Intellectual Property Department

3. Schedule 3 - Existing Licenses and Agreements: List of any existing licenses, coexistence agreements, or other relevant agreements affecting the trademark

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

5. Appendix A - Trademark Visual Representations: Visual representations of the trademarks being transferred

6. Appendix B - Historical Usage Evidence: Documentation of trademark use and registration history

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Retail

Manufacturing

Technology

Fashion and Luxury Goods

Food and Beverage

Pharmaceuticals

Consumer Goods

Entertainment

Media and Publishing

E-commerce

Professional Services

Healthcare

Hospitality

Sports and Recreation

Educational Services

Relevant Teams

Legal

Intellectual Property

Corporate Affairs

Brand Management

Marketing

Finance

Compliance

Business Development

Commercial Operations

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Intellectual Property Lawyer

Brand Manager

Commercial Director

Legal Counsel

Trademark Attorney

Corporate Lawyer

Intellectual Property Manager

Business Development Director

Chief Financial Officer

Company Secretary

Compliance Officer

Marketing 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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