Sample contract for transfer of intellectual property rights and business secrets
The template for assigning intellectual property and trade secrets provides the necessary structure and content for legal transfer. This contract includes clauses on the rights and obligations of the parties, the transfer value, and other related conditions, helping to protect the interests of both parties.
INTELLECTUAL PROPERTY FRANCHISE AGREEMENT AND TRADE CONFIDENTIAL
This INTELLECTUAL PROPERTY AND BUSINESS SECRET FRANCHISE AGREEMENT (“Contract”) made and signed on []/[]/[] between the parties:
I. COMPANY :............
Is a company established and organized according to the provisions of Vietnamese law
According to Business Registration Certificate No. [] issued by []
Headquartered in []
Represented by Mr/Mrs []
Position: []
(Called “Franchisor”);
And
II. COMPANY:............
Is a company established and organized according to the provisions of Vietnamese law
According to Business Registration Certificate No. [] issued by []
Headquartered in []
Represented by Mr/Mrs []
Position: []
(Called “Franchisee”)
CONSIDERING:
(A) The franchisor has come up with the Idea and has built a distinct reputation and image to the public in Business as a Vietnamese restaurant with high superiority.
(B) The franchisor owns the trademarks of high service and quality that are widely available to the public.
(C) The Franchisee wishes to receive commercial rights and the Franchisor agrees to assign to the Franchisee the right to use the Business Secrets and Intellectual Property Rights of the Franchisor to conduct Business at the designated Location. stipulated in this Contract;
THE PARTIES AGREE TO THE FOLLOWING CONTENTS:
Article 1. Definitions and concepts 1.1 Definition The definitions in this Contract shall be understood as follows: 1.1.1 “Business” means business to implement Ideas; 1.1.2 “Idea” means the idea of [] using the System and the Marks in the form established by the Franchisor and described in the Instruction Manual or any written materials provided by the Franchisor. rights; 1.1.3 “Document” means the types of documents relating to Trade Secrets and Intellectual Property provided by Franchisor to Franchisee as set forth herein; 1.1.4 “Effective Date” means the date specified in Article 12.1 of this Contract; 1.1.5 “Intellectual Property Rights” has the following meaning (regardless of whether it is registered or not): (a) Trademarks; and (b) Patents, trademark rights, information ownership, rights related to design, technology, copyright and other intellectual property rights, other industrial property owned by the Franchisor and documented in the Instruction Manual; 1.1.6 “Brand” means Trademark [] but shall also be understood in this Agreement as relating to a brand name, logo, or brand identity guide as described in the brand and site management guidelines of franchisor, 1.1.7 “Beside
” means all [], manuals and similar materials sold by Franchisor pursuant to the Trade Secrets furnished to Franchisee pursuant to this Agreement;
1.1.10 “
Services
” means service [];
1.2 Concepts
1.2.1 References to clauses and Schedules are to the clauses and Schedules in this Contract.
1.2.2 Reference to “
Contract
" and "
This contract
” is a reference to this Contract.
1.2.3 Reference to “
Document
” (including but not limited to the general definition of the term) is a reference to means such as the telegraph, telegraph, facsimile or other means of conveying information.
1.2.4 The Appendices attached to this Contract are part of the Contract.
1.2.5 Reference to “
subject
” is a reference to individuals, private enterprises, companies, partnerships, organizations, associations and other corporate bodies.
1.2.6 References to gender are references to any gender.
Article 2. Licensing 2.1 Subject to the terms and conditions in this Contract, the Franchisor hereby grants the license to transfer the rights to the Franchisee, and the Franchisee receives the right to use the Business Secrets at the Location in accordance with the Term to operate. Business as directed by the Manual is on a mandatory non-exclusive and non-transferable basis.
Article 3. Licensing to use business secrets 3.1 The scope of licensed Business Secrets includes but is not limited to the following documents: 3.1.1 Propose a standard menu prepared according to the requirements and instructions of the Franchisor regarding the dishes selected by the Franchisor; 3.1.2 Instructions and Trade Secrets of menu dishes; 3.1.3 List [] according to selected dishes; 3.1.4 Main ingredients for specific dishes as requested by the Franchisee includes a list of ingredients used by the Franchisor in operating the restaurant business in Vietnam; 3.1.5 List of tools and food ingredients that the Franchisor requires must be imported from Vietnam; 3.1.6 The best ingredients and development of food and beverage menus; 3.2 Business secrets must be transferred by the Franchisor to the Franchisee by providing: 3.2.1 Trade secrets and solutions, processes, design documents, technical details, diagrams and computer software, information and data related to Trade secrets are provided along with machinery and tools, if any; and
Article 4. Licensing to use intellectual property rights 4.1 The Franchisor grants the Franchisee a license to use the intellectual property rights including the Trademarks for use only in connection with the Business. 4.2 At all times during the Term and after termination of this Agreement, all intellectual property rights shall belong to the Franchisor. The reputational value of the Intellectual Property attached to the Products must belong to the Franchisor.
Article 5. Rights and obligations of the parties regarding the right to use business secrets 5.1 Rights and obligations of the Franchisor 5.1.1 Consulting on the selection of professional chefs at [] or at [] for the Franchisee's Business and basic training at [] and []; 5.1.2 Provide new dishes every quarter, instructions on how to prepare dishes through menus, pictures, videos or via email; 5.1.3 Change the menu in detail every six months at the request of the Franchisor after the Franchisor opens the restaurant, provided that no more than [] list of each menu will be changed during the period. period of six months; 5.1.4 Provide all training materials and/or manuals including but not limited to: (a) Operating guidelines for Franchisee's restaurants and related amenities and additional amenities for such restaurants; (b) Instructions for menus and dishes; 5.1.5 Provide details of the training program agreed by the Parties from time to time including but not limited to: (a) Training program lasting [] weeks for chefs and business management staff of the Franchisee at [] after this Contract is signed, continuous training on menu changes once in within a year and will not last more than 5 days at the Site, training will not last more than one week during the year in case of staffing difficulties; 5.1.6 Language use is [] throughout the training and teaching process. 5.2 Rights and obligations of the Franchisee 5.2.1 Products (a) The Franchisee must at all times maintain service delivery standards consistent with the Franchisor's international reputation. (b) The franchisee undertakes and agrees as follows: (i) Not directly or indirectly interested in providing any products that are similar to or competitive with the Business or Products; 5.2.2 Correct implementation of the Instruction Manual. The franchisee commits to: (a) Follow the Manual in all respects and throughout the duration of the Business; 5.2.3 Maintain compliance with legal regulations and meet necessary licenses for doing business at the Location. The franchisee commits as follows: (a) Comply with the laws applicable to the Location when conducting Business and in other matters; 5.2.4 Redesign the restaurant, staff uniforms and office supplies after submitting the request to the Franchisor for written approval; 5.2.5 Pay all of the following costs: (a) Accommodation and travel expenses for the Franchisor's experts to the Location during the Term; (b) Accommodation and travel expenses of business management staff and chefs from [] trained by the Franchisor in Vietnam; 5.2.6 Any agreement made in writing by the Franchisor and the Franchisee from time to time.
Article 6. Rights and obligations regarding intellectual property rights 6.1 The franchisee commits to: 6.1.1 Inform the franchisor fully and on time about: (a) Any actual, threatened or suspected infringement of Intellectual Property Rights; and 6.1.2 The Franchisee does not have any basis in this Agreement to have any rights in relation to Intellectual Property Rights. 6.1.3 In addition to the permitted cases specified in this Contract, the Franchisee may not: (a) Copy the Instruction Manual, any written documents, maps, designs or other documents relating to Business Operations, Intellectual Property or any similar documents on basic; 6.1.4 All forms of advertising, representation, format (including size, color and font) of any Intellectual Property must be approved in writing by the Franchisor and the Franchisee must ensure that such advertising, expression and format is in accordance with any national and local laws and regulations applicable to the Location. 6.1.5 In connection with the use of the Marks by the Franchisee, the Franchisee shall: (a) Always operate the Business using the Trademark and not under any other name and make every effort to promote the development of the Trademark. 6.2 The franchisor agrees 6.2.1 grants the Franchisee the right to use the franchisor's trademark [] and standard logo for one of the Franchisee's retail food stores at the Location during the Term; 6.2.2 Franchising to the Franchisee the right to use the brand [] 6.2.3 with the Franchisee regarding the use of the Franchisee's own slogan at the Location provided the Franchisee agrees in writing; 6.2.4 that the Franchisee may design menus, uniforms and other items for brand identity at its own discretion as long as such designs include the standard logo and brand colors [] ;
Article 7. Fees 7.1 Franchise fee The franchise fee under this Contract is [] USD ([] US Dollar) (“Franchise fee”) and will be paid [] in installments. 7.2 Continuing Fees 7.3 The above fees will be paid by the Franchisee to the Franchisor in [] via wire transfer, to the bank account decided by the Franchisor from time to time.
Article 8. Tax Franchisee will pay all taxes levied on payments to Franchisor under this Agreement.
Article 9. Warranty 9.1 The Franchisor warrants to the Franchisee that the Business Secrets specified in this Contract are also the Business Secrets that have been and are being applied by the Franchisor, and can be removed by the Franchisor. 9.2 Franchisee represents and warrants to Franchisor that: 9.2.1 The franchisee has full legal capacity to sign this Contract and accepts to perform its obligations under this Contract in accordance with the law.
Article 10. Confidentiality 10.1 Franchisee hereby acknowledges that the Manual, and all other information and knowledge relating to the Business, obtained by Franchisee (including without limitation its directors, agents) or an employee of the franchisee) (“Confidential Information”), is top secret. 10.2 The franchisee undertakes, before or after termination of this Contract, subject to Article 10.4 below: 10.2.1 Make every effort to keep Confidential Information confidential; 10.3 The Franchisee undertakes, subject to Clause 10.4, to ensure that each of its directors and officers, agents, employees and representatives: 10.3.1 Comply with Articles 10.1 and 10.2 above; and 10.3.2 Bind responsibilities according to Articles 10.1 and 10.2 of the Contract through provisions to keep information confidential in employee labor contracts, appointment letters or other types of contracts. 10.4 The Manual and all other information and knowledge relating to the Business are considered confidential by the Franchisee and may be disclosed by the Franchisee if and only if: 10.4.1 Must do so as prescribed by law;
Article 11. Force majeure cases Neither Party shall be deemed to be in breach of its obligations under the Contract if the breach of such obligations is caused solely by fire, flood, earthquake or other natural disasters, power failure, riot, civil war , international protests or war and other events beyond the control of the affected Party.
Article 12. Effective date and term 12.1 This contract will take effect from the date of signing (“Effective Date”). 12.2 The Contract will be effective for [] ([]) years from the Effective Date (“Term”) unless or until earlier terminated by the parties in accordance with Article 13 (“Terminate the contract") under. Upon expiration of the Term, this Contract may be extended for [] ([]) additional years if the Parties agree.
Article 13. Termination of contract 13.1 In addition to complying with Article 13.2 below, this Contract is valid and will only terminate in the following cases: 13.1.1 A liquidator, provisional liquidator, administrator or administrator appointed in respect of the Concessionaire's affairs; 13.1.2 As agreed by the Parties. 13.2 Termination due to Violation: 13.2.1 Violations that can be remedied: This Contract may be terminated if either Party violates any term of this Contract and that Party is unable to remedy the breach upon notice sent by the other Party clearly stating the breach, remedies, and reasonable time for remediation (no more than 30 days).
Article 14. Governing law This contract is governed by Vietnamese law. The Parties may request competent Vietnamese Courts in case of disputes related to this Contract.
Article 15. General provisions 15.1 Transfer This Contract and the rights and obligations therein may not be assigned by the Franchisor or the Franchisee without the prior written consent of the other Party, except as otherwise provided in the Contract. . 15.2 Severance and Abandonment 15.2.1 The invalidity of any Provision of this Contract shall not affect the validity of the other Provisions of the Contract. 15.3 Language This contract is made and signed in English and Vietnamese. Both languages shall have equal validity and determine the intention of each Party but, in the event of a dispute between the two versions, the English version shall prevail. 15.4 Headings The headings in this Agreement are for convenience only and will not limit or otherwise affect any of the provisions of this Agreement. 15.5 Appendices Each Appendix attached to this Contract is an inseparable part of the Contract and has the same legal effect. 15.6 Entire Contract 15.6.1 This Contract and its Appendices constitute the entire contract between the Parties relating to the subject matter hereof and supersede all prior discussions, negotiations and correspondence. between the parties in writing or orally. 15.7 Notice 15.7.1 The Parties agree that all notices under this Contract will be sent to the following addresses: For Franchisor: [] For Franchisee: [] 15.8 Implementation This Contract shall be executed in three (3) originals in Vietnamese and three (3) originals in English provided that no Party shall be bound by this Contract unless and until all Parties have signed a original version of each language.
