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Trademark Sale Agreement for Singapore

Trademark Sale Agreement Template for Singapore

A Trademark Sale Agreement under Singapore law is a legally binding document that facilitates the transfer of trademark ownership from one party to another. The agreement is governed by the Singapore Trade Marks Act and must comply with IPOS requirements. It includes detailed provisions about the trademark(s) being sold, purchase price, warranties, and completion mechanics, ensuring proper transfer of all associated rights and goodwill.

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What is a Trademark Sale Agreement?

A Trademark Sale Agreement is used when a trademark owner wishes to sell their trademark rights to another party. This document, governed by Singapore law, establishes the terms and conditions for the sale, including the purchase price, transfer mechanics, and warranties. The agreement must comply with the Singapore Trade Marks Act and IPOS requirements, and typically includes schedules detailing the trademark specifications, existing licenses, and associated rights. It's particularly important in corporate restructuring, brand acquisitions, and business sales where intellectual property assets are being transferred.

What sections should be included in a Trademark Sale Agreement?

1. Parties: Identification of seller and purchaser of the trademark

2. Background: Context of the sale and current status of the trademark

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the trademark transfer

5. Purchase Price: Consideration and payment terms

6. Completion: Transfer process and timing

7. Seller's Warranties: Representations regarding ownership and validity of trademark

8. Governing Law: Specification of Singapore law as governing law

What sections are optional to include in a Trademark Sale Agreement?

1. Earn-out Provisions: Additional payments based on future performance when part of purchase price is contingent on future events

2. Transitional Arrangements: Temporary arrangements for trademark use when seller needs continued temporary use

3. International Rights: Provisions for international trademark registrations when trademark has international registrations

What schedules should be included in a Trademark Sale Agreement?

1. Schedule 1 - Trademark Details: Full details of trademark(s) being sold including registration numbers

2. Schedule 2 - Form of Assignment: Official trademark assignment form for IPOS

3. Schedule 3 - Existing Licenses: List of current trademark licenses if any

4. Schedule 4 - Associated Rights: Details of associated goodwill, rights, and registrations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

Sales Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions
























Clauses


























Industries

Trade Marks Act (Chapter 332): Primary legislation governing trademarks in Singapore, including registration, protection, and transfer of trademark rights

Trade Marks Rules: Detailed regulations that implement the Trade Marks Act, providing specific procedures and requirements for trademark transactions

Sale of Goods Act (Chapter 393): Legislation governing general principles of sale transactions in Singapore, applicable to the commercial aspects of trademark sales

Application of English Law Act: Act determining the application of English common law principles to Singapore contract law

Intellectual Property Office of Singapore Act: Legislation establishing and governing IPOS, the regulatory body overseeing trademark transactions

Competition Act (Chapter 50B): Law governing competition and market conduct, relevant for ensuring trademark sales don't create anti-competitive situations

Madrid Protocol: International treaty for multinational trademark registrations, relevant if the trademark has international registrations

Paris Convention: International treaty for Protection of Industrial Property, establishing basic principles for trademark protection across member states

TRIPS Agreement: World Trade Organization agreement setting minimum standards for intellectual property regulation, including trademarks

Section 37 of Trade Marks Act: Specific section dealing with assignment requirements for trademark transfers in Singapore

IPOS Recording Requirements: Regulatory requirements for recording trademark assignments with the Intellectual Property Office of Singapore

Singapore Tax Laws: Taxation requirements and implications for trademark sale transactions in Singapore

Export Control Regulations: Regulations governing the international transfer of intellectual property rights, if applicable to the trademark sale

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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