Detailed industrial property transfer contract sample

A sample industrial property transfer contract is a necessary legal document when a business wants to transfer industrial property rights to another party. This contract helps ensure the rights of the parties and complies with legal regulations on intellectual property. The article below by Long Phan will provide detailed information about industrial property transfer contracts, including necessary content and standard contract forms.

What is industrial property transfer?

Transfer of industrial property rights means the owner of industrial property rights transfers all or part of his or her industrial property rights to another person. Industrial property rights include rights to inventions, industrial designs, trademarks, geographical indications, and trade secrets. The transfer of industrial property rights is carried out through a transfer contract.

Transfer of industrial property rights is different from other forms such as licensing to use industrial property rights, inheriting industrial property rights, and contributing capital with industrial property rights.

Industrial property rights transfer contracts must comply with the provisions of law on form, content and registration.

Main contents in industrial property rights transfer contract

The contract for transfer of industrial property rights must fully state the following contents:

• Information about the parties: Full names, addresses, legal representatives of the transferor and transferee.
• Subject of transfer: Clearly describe the industrial property rights being transferred, including type of right, registration number, name, description.
• Scope of transfer: Clearly determine whether the scope of transfer is full or partial, exclusive or non-exclusive, and applicable territory.
• Transfer price: Agreement on transfer price, payment method, payment term.
• Rights and obligations of the parties: Clearly stipulate the rights and obligations of the transferor and transferee, including commitments to confidentiality, warranties, and support.
• Liability for infringement: Determine the responsibilities of the parties in the event of a violation of industrial property rights.
• Validity, amendment, supplementation and termination of the contract: Regulations on the validity of the contract, conditions for amendment, supplementation and termination of the contract.
• Dispute resolution: Agreement on methods to resolve disputes arising from the contract.

Clause 2, Article 138 of the Law on Intellectual Property 2005 stipulates that industrial property rights transfer contracts must be made in writing. Contracts for transfer of copyright and related rights and contracts for transfer of industrial property rights for inventions, industrial designs, and semiconductor integrated circuit layout designs must be registered at the National Office of Intellectual Property.

Standard industrial property transfer contract form

Below is a sample industrial property transfer contract you can refer to:

CONTRACT FOR TRANSFER OF INDUSTRIAL PROPERTY RIGHTS

Today, day … month … year …, at …

We include:

1. Transferring party:

• Name of business/individual: …
• Address: …
• Represented by: …
• Position: …

2. Transferee:

• Name of business/individual: …
• Address: …
• Represented by: …
• Position: …

The two parties agree to sign an Industrial Property Rights Transfer Contract with the following terms:

Article 1: Subject of transfer

The Transferor agrees to transfer to the Transferee the industrial property rights to … (specify type of right, registration number, name, description).

Article 2: Scope of transfer

Scope of transfer: … (whole/part, exclusive/non-exclusive, territory).

Article 3: Transfer price

• Transfer price: …
• Payment method: …
• Payment term: …

Article 4: Rights and obligations of the parties

(List in detail the rights and obligations of the Transferor and Transferee)

Article 5: Responsibility for violations

(Regulations on the responsibilities of the parties in case of violation)

Article 6: Effect, amendment, supplement and termination of the contract

(Regulations on validity, conditions for amendments, supplements, and termination of contracts)

Article 7: Dispute resolution

(Agreement on dispute resolution method)

This contract is made into … copies, each party keeps … copies, with the same legal value.

>>> Reference: Sample industrial property transfer contract.

>>> See more: Declaration for registration of industrial property transfer contract.

Important notes when transferring industrial property rights

When transferring industrial property rights, customers need to pay attention to the following issues:

• Thoroughly appraise the transfer object before signing the contract to ensure valid, dispute-free industrial property rights.
• The contract must be made in writing and registered with the National Office of Intellectual Property in some cases as prescribed in Article 140 of the Law on Intellectual Property 2005.
• The terms in the contract need to be clear and specific to avoid misunderstandings or disputes later.
• The transfer of industrial property rights may give rise to tax obligations. You need to carefully study tax laws to properly fulfill your obligations.

In addition, when transferring intellectual property rights, it is necessary to consider the conditions limiting the transfer of industrial property rights specified in Article 139 of the Law on Intellectual Property 2005 (amended and supplemented in 2022) as follows:

• Owners of industrial property rights may only transfer their rights within the scope of protection.
• Rights to geographical indications are not transferable.
• The rights to a trade name can only be transferred with the transfer of the entire business establishment and business activities under that trade name.
• The transfer of trademark rights 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.
• Rights to inventions, industrial designs, and layout designs resulting from scientific and technological tasks using the state budget may only be transferred to organizations established under Vietnamese law or to individuals who are Vietnamese citizens and permanently residing in Vietnam. Organizations and individuals receiving ownership rights transfers must fulfill the corresponding obligations of the host organization as prescribed by the Law on Intellectual Property.

Complying with legal regulations and paying attention to important issues will help the process of transferring industrial property rights take place smoothly, safely and effectively.

>>> Reference: Procedures for registering contracts for transfer of rights to use industrial property objects.

Consulting services and drafting industrial property transfer contracts in Long Phan

Long Phan provides professional and reputable industrial property transfer contract drafting and consulting services, helping you:

• Draft a complete, accurate industrial property transfer contract in accordance with the law and your specific needs.
• Consulting on issues related to the transfer of industrial property rights, including procedures, conditions, rights and obligations of the parties, and tax issues.
• Evaluate the legality of industrial property transfer contracts, ensure the contract is valid, and protect customers’ interests.
• Support customers to register industrial property transfer contracts with the National Office of Intellectual Property.

Customers who need to use the service, please contact Long Phan for advice and support.

The industrial property rights transfer contract is an important document, protecting the interests of the parties in the transfer transaction. Customers need to carefully study the law, draft a complete and accurate contract and properly follow procedures. For detailed advice, please contact Long Phan via the hotline 0906735386.