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Trademark Purchase Agreement for Indonesia

Trademark Purchase Agreement Template for Indonesia

A comprehensive legal agreement governed by Indonesian law that documents the sale and transfer of trademark rights from one party to another. The agreement complies with Law No. 20 of 2016 on Marks and Geographical Indications and includes detailed provisions for the transfer of ownership, warranties of title, registration requirements with the Indonesian Trademark Office (DGIP), and post-transfer obligations. It addresses payment terms, representations and warranties, and procedures for recording the transfer with relevant authorities, ensuring a legally valid transfer of trademark rights under Indonesian jurisdiction.

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What is a Trademark Purchase Agreement?

The Trademark Purchase Agreement is a crucial legal document used when transferring ownership of registered or pending trademarks in Indonesia. It must comply with Law No. 20 of 2016 on Marks and Geographical Indications and related regulations enforced by the Directorate General of Intellectual Property (DGIP). This agreement is essential when companies are acquiring brands, during mergers and acquisitions, or when restructuring intellectual property portfolios. It contains detailed provisions about the trademark(s) being transferred, purchase price, warranties of ownership and validity, registration requirements, and post-transfer obligations. The document ensures that the transfer meets all legal requirements under Indonesian law and provides protection for both parties during and after the transaction. It's particularly important as trademark transfers in Indonesia require formal documentation and registration with authorities to be legally effective.

What sections should be included in a Trademark Purchase Agreement?

1. Parties: Identification of the seller and purchaser with complete legal names and addresses

2. Background: Context of the agreement, including current ownership and registration status of the trademark(s)

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transfer, including explicit statement of sale and purchase of the trademark(s)

5. Purchase Price: Details of the purchase price and payment terms

6. Completion: Timing and procedures for completing the transfer

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. Registration and Recordal: Procedures for recording the transfer with the Indonesian Trademark Office

10. Confidentiality: Obligations regarding confidential information

11. Further Assurance: Obligations to take additional steps necessary to effect the transfer

12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities

What sections are optional to include in a Trademark Purchase Agreement?

1. Transitional Provisions: Arrangements for temporary shared use or phased transfer of the trademark(s)

2. Tax Provisions: Specific arrangements for handling tax implications of the transfer

3. Anti-Competition Provisions: Restrictions on seller's future use of similar marks, needed for high-value or market-significant trademarks

4. Quality Control: Provisions ensuring consistent quality of goods/services during any transition period

5. Employee Non-Solicitation: Restrictions on hiring key employees involved with the trademark

6. Dispute Resolution: Alternative dispute resolution procedures, if preferred over court jurisdiction

7. Force Majeure: Provisions for handling unforeseen circumstances affecting the transfer

8. Assignment and Succession: Rights to assign the agreement to other parties

What schedules should be included in a Trademark Purchase Agreement?

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

2. Schedule 2 - Form of Transfer Documents: Template documents required by the Indonesian Trademark Office

3. Schedule 3 - Existing Licenses: Details of any existing licenses or agreements affecting the trademark(s)

4. Schedule 4 - Payment Schedule: Detailed payment terms if payment is to be made in installments

5. Schedule 5 - Associated Rights: List of associated rights, such as domain names or social media accounts

6. Appendix A - Power of Attorney: Required for filing trademark transfer documents with authorities

7. Appendix B - Due Diligence Results: Summary of trademark searches and validity confirmations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Indonesia

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions











































Clauses



































Relevant Industries

Retail

Consumer Goods

Manufacturing

Technology

Fashion and Luxury

Food and Beverage

Pharmaceuticals

Entertainment

Media

Sports

Automotive

Electronics

Software

Professional Services

Healthcare

Hospitality

E-commerce

Relevant Teams

Legal

Intellectual Property

Corporate Affairs

Business Development

Finance

Marketing

Brand Management

Compliance

Commercial Operations

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Intellectual Property Counsel

Brand Manager

Legal Director

Corporate Counsel

Trademark Attorney

Business Development Director

Chief Financial Officer

Mergers & Acquisitions Director

Commercial Director

Brand Protection Manager

Corporate 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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