A Trademark Sale Agreement is essential when a business wants to sell or acquire trademark rights in the United States. This document is crucial for compliance with the Lanham Act and state trademark laws, ensuring proper transfer of both the trademark and its associated goodwill. The agreement typically covers registered and unregistered marks, pending applications, and related intellectual property rights. It's particularly important for mergers, acquisitions, brand divestitures, or when companies are restructuring their intellectual property portfolios. The document must meet USPTO requirements for recording trademark assignments and include necessary provisions for maintaining the validity of the marks during transfer.
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1. Parties: Identification of seller and purchaser of the trademark rights
2. Background/Recitals: Context of the sale and basic information about the trademark(s)
3. Definitions: Key terms used throughout the agreement including 'Marks', 'Goodwill', 'Effective Date'
4. Sale and Assignment: Core provisions detailing the transfer of trademark rights and associated goodwill
5. Purchase Price: Consideration and payment terms
6. Seller's Representations and Warranties: Statements regarding ownership, validity, and encumbrances of the trademark
7. Further Assurances: Obligations to execute additional documents needed for transfer
8. Governing Law: Jurisdiction and applicable law
1. Transition Period: Terms for phasing out seller's use of the mark and timeline for transition
2. Quality Control: Requirements for maintaining product/service quality during any transition period
3. International Rights: Specific provisions dealing with foreign trademark registrations and requirements
4. Confidentiality: Non-disclosure obligations regarding the terms of the agreement and exchanged information
1. Schedule A - Trademark Details: List of all trademarks being sold, including registration numbers and jurisdictions
2. Schedule B - Payment Schedule: If payment is to be made in installments or subject to conditions
3. Schedule C - Associated Rights: List of domain names, social media accounts, or other associated rights being transferred
4. Appendix 1 - Form of Assignment: Template for formal assignment document to be filed with trademark offices
Relevant legal definitions
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