Sample trademark transfer contract

TRADEMARK ASSIGNMENT AGREEMENT

Number: ……………………/HĐCNNH 

Today, day .......... month ......... year …… At ………………………………. We include:

Transferring Party (Party A): ………………………………………………………………………

- Full name/Organization name: ……………………………………………………………………………………………………………

- Head office: ………………………………………………………………………………………….
- Phone: …………………………………………………………………………………………….

- Tax code: ……………………………………………………………………………………………
- Account number: ………………………………………………………………………………………….

- Business registration certificate No.: ……………………………………………………………………………………
- Representative is: …………………………………………………………………………………………….

- Position: ……………………………………………………………………………………………….
- According to power of attorney number (if any): ……………………………………………………………………………………………

(In case there are co-owners, there must be a written authorization agreement expressing the common will of all co-owners for the representative to sign the contract)

Transferee (Party B):

- Full name/Organization name: …………………………………………………………………………………………………………….

- Head office: …………………………………………………………………………………………..
- Phone: ………………………………………………………………………………………………

- Tax code: ……………………………………………………………………………………………..
- Account number: …………………………………………………………………………………………..

- Business registration certificate No: ………………………………………………………….
- Representative is: ……………………………………………………………………………………………..

- Position: ………………………………………………………………………………………………..
- According to power of attorney number (if any): …………………………………………………………………………………………….

Article 1: Transfer basis ⁽¹⁾

The transferor is the legal owner in Vietnam of the trademarks being protected according to the corresponding Trademark Registration Certificates below:

The Transferor transfers to the Transferee the ownership of the above trademarks for the production of products/services that are protected under the respective Certificates. 

Article 2: Scope of transfer

1.1. The Transferor commits that it is the legal owner of the above-mentioned trademarks and this Contract transfers all ownership rights and other rights related to the above-mentioned trademarks to the Transferee.

1.2. The Transferee commits to agree to receive all of the above rights from the Transferor.

Article 3: Transfer fee

The Transferor agrees to grant the Transferee ownership of the above trademarks without paying any fees (free of charge).

(or the specific fee is ……………………………………………………)

Payment method: …………………………………………………………………..……………….

Payment location: ……………………………………………………………………….………………..

Payment term: ………………………………………………………………………..……………….

Article 4: Rights and obligations of the Parties

4.1 Rights and obligations of the Transferor:

- Commit that you are the legal owner of the transferred trademarks and that these trademarks are still within their validity period.

- Take measures deemed necessary to combat acts of infringement by third parties that cause damage to the Transferee when implementing this contract.

- Pay relevant taxes (if any) according to law.

- Make other additional commitments to ensure the rights of the parties during the implementation of this contract.

4.2 Rights and obligations of the Transferee:

- Receive the above rights related to the transferred trademarks to become the legal owner of the transferred trademarks.

- Pay relevant taxes (if any) according to law.

- Make other additional commitments to ensure the rights of the parties during the implementation of this contract.

Article 5: Terms of amending and canceling the validity of the contract

5.1. All amendments and supplements to the contract must be made in writing and must be signed by authorized representatives of both parties and registered at the National Office of Intellectual Property.

5.2 This contract may be terminated in the following cases:

- Transferable Protection Certificates are invalidated for any reason.

- Force majeure cases such as natural disasters, terrorism, war.

Article 6: Contract validity

This contract is valid from the date it is recorded by the National Office of Intellectual Property.

Article 7: Applicable law and dispute resolution

This contract is governed, interpreted and applied according to Vietnamese law. If there is a disagreement between the two parties during the implementation of this contract, the two parties will resolve it through mediation and negotiation. If the above conciliation cannot be done, both parties can request a trial by the Courts at all levels. (or commercial arbitration) 

Article 8: Signing authority

With their witness, the parties agree on the above contents and have signed this contract by their legal representatives.

This contract is made into 04 copies, each party keeps 01 copy and 02 copies are registered at the Department of Intellectual Property. The contracts have the same validity.

               ASSIGNER AND ASSIGNEE

Note:

(1) Conditions restricting the transfer of Trademarks:

- The transfer of rights to a trademark must not cause confusion about the characteristics and origin of the goods or services bearing the mark.

- Rights to trademarks can only be transferred to organizations and individuals that meet the conditions for those who have the right to register that trademark.