Code:
Contact information:
Given that a party is the owner or legal holder of the following trademarks and is willing to transfer the trademark rights to the other party for use, the latter is willing to grant the trademark rights and pay the corresponding transfer costs. In accordance with the provisions of the law on contracts and the relevant laws and regulations of the trademarks act, the parties, after friendly consultations, reached the following agreement:
Chapter i definitions and interpretations
1. 1 definition of trademarks
For the purposes of this agreement, a “mark” means a trademark owned by a party and registered by a chinese trademark with a trademark registration number and a registration category , with the following graphics and text:
(this can be accompanied by trademark drawings and text description)
1. 2 scope of assignment
A party transfers to b its right to the above-mentioned trademark:
(1) the right to exclusive use of trademarks, including but not limited to the right to register, use, licence, proceeds and dispose of trademarks in china and globally
(2) the right to maintain, renew, change, etc., trademark rights
(3) all commercial marking rights included in trademark rights, including, but not limited to, any form of trademark marking (figure, text, 3d marking, colour combination, etc.)。
1. 3 law application
The law applicable to the formation, effect, interpretation, performance and dispute settlement of this agreement。
Chapter ii: rights and obligations of the parties
2. 1 rights and obligations of party a
(1) a party guarantees that it is a legitimate person with respect to the trademark and that there are no defects in the trademark rights, including but not limited to:
There are no third-party claims or potential disputes
(a) the trademark is valid and has not been subject to avoidance proceedings
The trademark does not contain collateral, pledge or other restriction of rights。
(2) a party shall provide to the b party the complete registration document of the trademark and the material of the right, including, but not limited to, the trademark registration certificate, application for transfer of the trademark, payment of fees, etc., and guarantee the authenticity of the document。
(3) party a shall assist party b in completing the transfer of trademarks, including, but not limited to:
(b) provide all documents necessary for the transfer to take place
Completion of transfer registration in conjunction with trademarks
(b) cover all taxes and duties and administrative expenses incurred in the transfer process。
(4) if the transfer of the trademark cannot be completed or cancelled for the reasons of party a, the party shall refund the transfer costs paid by party b and bear the corresponding liability for breach of contract。
2. 2 rights and obligations of b parties
(1) party b shall agree, in accordance with this agreement, to pay to party a the costs of transferring the trademark。
(2) party b has the right to acquire the complete right to the trademark after payment of all transfer costs and to use the trademark in its own name, both within china and globally, to carry out related commercial activities。
(3) party b shall comply with the chinese trademark law and the relevant laws and regulations, use the trademark legally and refrain from any act that infringes the interests of third parties。
(4) party b shall bear the costs of renewing the trademarks, defending them, etc., and carry out its own procedures relating to the trademarks。
Chapter iii transfer costs and payment modalities
3. 1 transfer costs
The first party agreed to transfer the above-mentioned trademarks to the second party at a cost of rmb (caps。
3. 2 method of payment
(1) a party shall pay 100 per cent of the costs of the transfer to an account designated by party a within of the date of signature of this agreement:
Opening name:
Opening bank:
：_____
(2) upon receipt of all transfer costs, an invoice in equal amount shall be issued to a to b。
(3) if party b fails to pay the transfer costs as scheduled, five per 10,000 of the unpaid amount shall be paid to party a as default on each overdue date. If the delay exceeds , party a is entitled to release this agreement and to seek compensation for the loss。
Chapter iv trademark licence
4. 1 availability
After receiving the transfer of the trademark, b is entitled to use it within china and globally in the following ways:
(1) sale of goods
(2) brand promotion
(3) advertising
(4) other trademark-related commercial activities。
4. 2 use restrictions
(1) party b shall not use a trademark for a good or service that violates the laws or regulations
(2) party b may not license trademarks to third parties unless the parties have concluded a separate written licence agreement
(3) party b shall not engage in malicious dilution of the trademark or damage to its goodwill。
Chapter v procedures for the assignment of trademarks
5. 1 processes
A party shall submit an application for a trademark transfer to the chinese trademark within days of receipt of the full transfer fee and shall cooperate in completing the following formalities:
(1) preparation of an application for transfer of trademarks
(2) submission of a copy of the trademark registration certificate
(3) payment of transfer fees。
5. 2 transfer registration
After completion of the trademark transfer registration, a new trademark registration certificate is issued to b. In the event of a delay in the registration of an assignment due to a party-a, each day of delay, the party-a shall pay one-tenth of the costs of the transfer to party-b as a default。
Chapter vi liability for non-compliance
6. 1 liability for breach on the part of a
(1) if there is a defect in the right of a party to misrepresent or conceal a trademark, resulting in a loss to the other party, the latter is liable in full。
(2) if a party fails to comply with the deadline for the transfer of trademarks, each day of delay, one thousandth of the costs of the transfer shall be paid to the party as default. If the delay exceeds , party b is entitled to release this agreement and to demand that party a refund of the transfer costs and compensation for the loss。
6. 2 b. Liability for breach
(1) if b fails to pay the transfer costs as scheduled, five ten thousandths of the unpaid amount shall be paid as default on each overdue day。
(2) if b changes the use of the trademark or damages its goodwill, it has the right to demand that b cease to infringe and to compensate for its loss。
Chapter vii force majeure
7. 1 definition of force majeure
For the purposes of this agreement, “force majeure” means objective circumstances that the parties cannot foresee and cannot avoid being overcome, including, but are not limited to, natural disasters, wars, acts, epidemics, etc。
7. 2 force majeure effects
In the event that force majeure results in the non-performance of this agreement, the parties shall not be held liable for breach of contract but shall notify each other promptly and provide relevant material. Once force majeure has been eliminated, the parties shall continue to perform this agreement。
Chapter viii dispute resolution
8. 1 dispute settlement
Any dispute arising out of this agreement between the parties shall be settled first by friendly negotiation; if no such agreement is reached, either party shall have the right to bring an action before the people's court where the trademark is registered。
8. 2 legal proceedings
During the proceedings, the parties shall take the necessary measures to prevent the dispute from expanding and continue to perform the non-disputing part of this agreement。
Chapter ix agreement entry into force and termination
9. 1 conditions for entry into force
This agreement shall enter into force on the date on which the parties sign the seal and on the date on which the registration of the transfer of the trademark is completed, the parties shall acquire the right to the trademark。
9. 2 conditions for termination
(1) this agreement terminates upon the complete transfer of the trademark right to b
(2) if the parties so agree, this agreement may be terminated earlier and the matter may be dealt with as agreed。
Other provisions in chapter x
10. 1 confidentiality clause
The parties shall keep the contents of this agreement and information relating to the trademark confidential and shall not disclose it to any third party without the written consent of the other party。
10. 2 notification clause
All notifications from both parties shall be sent in writing to the contact details specified at the beginning of this agreement。
10. 3 complete agreement
This agreement constitutes a complete agreement between the parties on the transfer of trademarks and supersedes all prior oral or written agreements。
10. 4 revisions and additions
Any amendment or addition to this agreement shall require the written consent of both parties。
Signature stamp for chapter xi
This agreement shall be signed by the authorized representatives of both parties and shall be accompanied by the official seal of the company (or a special seal of the contract):
Transferor (a):
Signatures:
Date: day
Subscriber (b):
Signatures:
Date: day
