A trademark transfer contract means that the owner of a trademark transfers his trademark to another person in accordance with legal procedures, and the transferee enjoys the exclusive right to the trademark.

1. Review the validity of the trademark transfer contract:

The review of the validity of the trademark transfer contract is mainly to review whether the contract is invalid or revocable, and whether the transferred trademark has been frozen by the people's court Trademarks and trademarks that have been pledged and registered:

1. Review the contract to see if there are any circumstances specified in Article 52 of the Contract Law. < /p>

(2) Malicious collusion to harm the interests of the country, the collective or a third party

(3) Covering illegal purposes in legal forms

(4) Harming social welfare ***Interests

(5) Violation of mandatory provisions of laws and administrative regulations.

Article 54 of the "Contract Law": For the following contracts, one party has the right to request the people's court or arbitration institution to change or cancel:

(1) concluded due to major misunderstanding

(2) It is obviously unfair when entering into the contract.

If one party uses fraud, coercion or takes advantage of others' danger to cause the other party to enter into a contract against its true intention, the injured party has the right to request the people's court or arbitration institution to change or cancel the contract.

If a party requests a change, the people's court or arbitration institution shall not revoke it

2. Examine whether the transferred trademark is a trademark frozen by the people's court and a trademark that has been registered as a pledge. During the freezing period and the pledge period, the trademark may not be transferred without the consent of the people's court and the pledgee. Otherwise, the trademark transfer contract will be invalid.

2. Review the terms of the trademark transfer contract:

1. The subject of the contract. The transferor of the contract shall be enterprises, institutions, social groups, individual industrial and commercial households, individual partnerships, and foreigners or foreign enterprises that legally enjoy the exclusive right to use trademarks. The transferee shall be limited to enterprises, institutions, social groups, individual industrial and commercial households, Individuals, partnerships, and foreigners or foreign enterprises.

2. Basic information about the trademark, including the trademark name, pattern, country, registration time, registration number, the category of goods or services for which the registered trademark is approved and the name of the goods or services.

3. Trademark rights licensing status. Before a trademark right is transferred, it often happens that the transferor has licensed the right to use the trademark to a third party. In order to protect the interests of the transferee, the transferee should clearly understand the rights status of the transferred trademark before signing the contract, clearly agree on the circumstances under which the transferred trademark is permitted to be used, and whether the transferee will continue to use the transferred trademark after signing the contract. You must bear the rights and obligations related to the licensed use.

4. After the trademark right is transferred, the transferee’s authority. The types of goods (or categories and names of services) that can use the trademark and the geographical scope in which the trademark can be used should be clearly agreed upon.

5. The nature of the transfer of trademark rights. It should be clearly agreed whether the transfer of trademark rights is a permanent transfer of trademark rights or a non-permanent transfer of trademark rights. Depending on the nature of the transfer, the transferee enjoys different rights periods.

6. Time for transfer of trademark rights. Depending on the nature of the transfer of trademark rights, the transfer time is also different. For permanent trademark rights transfer, it is generally agreed that the trademark rights will be officially transferred to the transferee after the trademark transfer change registration procedures are completed in the trademark rights transfer contract. For non-permanent transfer of trademark rights, the transfer period should be agreed upon and the transferor will take back the trademark rights on the expiration of the transfer period.

7. Transfer fees and payment methods for trademark rights transfer. This clause should clearly stipulate the transfer fee, payment method and payment time. If it is foreign-related business, the currency exchange rate and calculation method must also be taken into consideration.

8. Handling trademark transfer procedures. It should be clearly agreed that both parties should submit an application for transfer of a registered trademark to the Trademark Office at the same time, and the application procedures for transfer of a registered trademark shall be handled by the transferee. In addition, it should be agreed on who should bear the costs of changing the registrant.

9. Guarantee of product quality.

The transferor of trademark rights requires the transferee to ensure that the quality of the products marked by the trademark is not lower than the original level of the transferor. The transferor should provide samples of the goods to the transferee and provide technical guidance or know-how for manufacturing such goods (can In addition to signing a technology transfer contract), product instructions, product packaging, product maintenance methods, and, if necessary, a list of customers who frequently purchase the product should also be provided. If the transfer is non-permanent, the transferor can supervise the transferee's production and has the right to inspect the transferee's production conditions and product quality.

10. Confidentiality obligations of both parties. It should be clearly agreed that both parties have the obligation to keep the other party’s production and business operations secret.

11. Liability for breach of contract is an effective means to ensure the performance of debts and to protect and relieve the legitimate rights and interests of creditors. When parties to a contract fail to perform their contractual obligations or perform their contractual obligations inconsistently with the agreement, they will bear corresponding liability for breach of contract. The forms of liability for breach of contract include continuing to perform the contract, taking remedial measures, compensating for losses, paying liquidated damages, etc.

Notes on liability for breach of contract: There is no clear agreement on various circumstances under which liability for breach of contract should be borne, so the liability for breach of contract clause cannot be applied. In the breach of contract form of payment of liquidated damages or damages, there is no stipulation on the calculation basis for liquidated damages or damages, making the breach of contract clause unoperable. If the contract termination is misunderstood as a form of liability for breach of contract or the contract is erroneously believed to be terminated as long as there is a breach of contract. If the stipulated liquidated damages are excessively higher than the losses caused, the parties may request the people's court or arbitration institution to appropriately reduce it. The law stipulates that if the liquidated damages agreed upon by the parties exceed 30% of the losses caused, it can generally be deemed to be "excessively higher than the losses caused" as stipulated in Paragraph 2 of Article 114 of the Contract Law.

12. Dispute resolution clauses generally stipulate that the two parties will negotiate amicably first. If the negotiation fails, they will be resolved through legal channels: . If the dispute is resolved by litigation, all parties will try to agree on the location of their own parties based on their own positions. Court jurisdiction. . If arbitration is adopted, each party shall try its best to agree on the jurisdiction of an arbitration institution in its own location based on its own position.

13. Legal applicable clauses. For situations where the two parties are in different countries, each party will try its best to agree on the application of the laws of its own country based on its own position.

3. Common legal risks in trademark transfer contracts:

(1) The transferor should pay attention

1. Make it clear that the transferee is limited to enterprises, institutions, Social groups, individual industrial and commercial households, individual partnerships, and foreigners or foreign enterprises. Natural persons who are not legally permitted to engage in business activities are restricted as transferees of trademark rights.

2. The trademark transfer fee should be paid in installments as much as possible. If part of the fee is paid when the contract is signed, the remaining part will be paid after the trademark transfer is approved and announced. Avoid agreeing to make a one-time payment after the trademark transfer is approved and announced.

2. The transferee should pay attention

1. It should be clearly stipulated in the contract that the transferor has legal exclusive rights to the transferred trademark and that the exclusive right to the trademark is valid . The trademark registration certificate should be included as an attachment to the contract. It should be reminded that the transferee cannot rely solely on the trademark registration certificate provided by the transferor, but must also investigate whether the transferor is the trademark registrant. In addition, you should know whether the nominal address of the trademark registrant is consistent with the name and address on the business license of the transferor. If the name and address on the business license of the transferor do not match the name and address on the registration certificate of the transferred trademark, the Trademark Office will The transfer application will be rejected.

2. In order to prevent confusion and consumer misunderstanding when different producers or service providers use the same trademark on the same type of goods or services. It should be clearly agreed that when a trademark owner transfers its registered trademark, it should be transferred to the same transferee together with its other identical or similar trademarks registered for the same or similar goods or services.

3. According to current regulations, a later trademark transfer cannot affect the validity of an earlier license. The licensee can continue to use the trademark during the validity period of the license, thereby adversely affecting the transferee of the transferred trademark. Therefore, the licensing status of trademark rights should be clearly agreed upon.

IV. Both the transferor and the transferee should pay attention

1. According to Article 39, paragraph 2, of the Trademark Law, after the transfer of a registered trademark is approved, it shall be announced . The assignee shall enjoy the exclusive right to use the trademark from the date of announcement.

?Since the transferee has not obtained the exclusive right to use the trademark from the signing of the contract to the date of the approval announcement, the rights and obligations of both parties during this period should be clearly agreed upon.

2. When going through the procedures for transferring a registered trademark, it should be made clear that the transferor and the transferee should submit an application for transfer of a registered trademark to the Trademark Office at the same time.

In summary, when signing and performing a trademark transfer contract, both parties must have a full understanding of the transferred trademark, and should strictly follow the legal regulations to handle relevant procedures, so as to minimize legal risks. Trademark transfer