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1. Parties: Identifies and provides full details of the transferor (current trademark owner) and transferee (new owner)
2. Background: Establishes the context of the transfer, confirms ownership of the trademarks, and states the intention to transfer
3. Definitions: Defines key terms used throughout the agreement, including 'Trademarks', 'Effective Date', 'Intellectual Property Rights', etc.
4. Transfer: Core clause stating the absolute transfer of the trademark(s) from transferor to transferee
5. Consideration: States the payment or other consideration for the transfer
6. Completion: Specifies the effective date of transfer and completion mechanics
7. Transferor's Warranties: Warranties regarding ownership, right to transfer, validity of trademarks, and absence of encumbrances
8. Further Assurance: Obligation to execute additional documents and assist with trademark office recordals
9. Costs: Allocation of costs related to the transfer and registration
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and Hong Kong courts' jurisdiction
11. Execution: Signature blocks and execution formalities
1. Goodwill: Include when specifically transferring associated goodwill with the trademarks
2. Existing Licenses: Include when there are existing license agreements that need to be addressed
3. Transitional Provisions: Include when the transferee needs time to update packaging, marketing materials, etc.
4. Tax Provisions: Include when specific tax arrangements need to be addressed
5. Confidentiality: Include when transfer terms need to remain confidential
6. Assignment: Include when restrictions on future transfers need to be specified
7. Related Rights: Include when transferring associated IP rights (e.g., domain names, social media accounts)
8. Ongoing Proceedings: Include when there are pending litigation or trademark office proceedings
1. Schedule 1 - The Trademarks: Detailed list of all trademarks being transferred, including registration numbers, classes, and jurisdictions
2. Schedule 2 - Form of Recordal Applications: Ƶ for trademark office recordal applications
3. Schedule 3 - Existing Agreements: List of existing licenses, coexistence agreements, or other relevant agreements
4. Schedule 4 - Payment Terms: Detailed payment schedule and mechanics if payment is not made in full at completion
5. Appendix A - Power of Attorney: If required for recordal purposes
6. Appendix B - Transfer Forms: Jurisdiction-specific trademark transfer forms
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