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Glossary entry

German term or phrase:

jemandem [einer Vertragspartei] zugutekommen

English translation:

to accrue to the benefit of / to be credited to

Added to glossary by Steffen Walter
May 28, 2019 09:25
4 yrs ago
2 viewers *
German term

zugutekommen

German to English Law/Patents Law: Patents, Trademarks, Copyright
Hi guys,

Just a bit confused as to who's doing what to whom :) ?

"Beide Vertragsparteien erkennen an, dass jeder mit der Verwendung der Marken der anderen Vertragspartei verbundene Goodwill dem Inhaber der Marken zugutekommt."

Suggestions welcome.

Thanks,

Gavin
Proposed translations (English)
3 +7 to accrue to the benefit of / to be credited to
3 +2 benefit
4 +1 assigned
4 +1 (is to) inure (enure) to the benefit of
Change log

Jun 4, 2019 19:09: Steffen Walter changed "Edited KOG entry" from "<a href="/profile/2080528">Gavin O'Leary's</a> old entry - "zugutekommen"" to ""to accrue to the benefit of / to be credited to""

Discussion

Gavin O'Leary (asker) May 28, 2019:
Hi guys. Just back from an appointment and see that you've all been very busy :) thanks for all the feedback! @Ramey: I think it's more down the line of "trademark(s)" since intellectual property rights are mentioned throughout the text.
Björn Vrooman May 28, 2019:
That... ...could very well be.

Here's a UK example:
"10.4.2 all goodwill associated with such use of trade marks will accrue to the benefit of...and, at the request of..., the Buyer will at its own cost sign all documents and do all things necessary to assign such goodwill to..."
https://core-dist.co.uk/terms-conditions

Best
Steffen Walter May 28, 2019:
Interesting, Björn I'd thought of "to inure to the benefit of" for a second, but then decided in favour of using "to accrue". Perhaps this is a US vs. UK thing.
Björn Vrooman May 28, 2019:
PS It is indeed called "inure to the benefit of" (speaking about the U.S. here).

P. 2 and 3 of this document by Ken Adams (always a good source):
https://www.adamsdrafting.com/wp/wp-content/uploads/2015/11/...

Not sure whether anyone thought the phrase might have been a translation from English? Sometimes, I really wonder what's going on.

Best
Björn Vrooman May 28, 2019:
U.S. example:
"Neither party shall gain any right, title or interest with respect to the other party's Marks by use thereof, and all rights or goodwill associated with the other party's Marks shall inure to the benefit of the other party."
http://smallact.com/home/small-act-partnership-agreement-ter...

Best
Björn Vrooman May 28, 2019:
Almost forgot What we have here is a cross-licensing/licencing agreement.

You can find some sample clauses at https://www.lawinsider.com/clause/trademark-cross-license

PS to add some explanation why assignment isn't a good choice at all:
"In Canada, the Canadian Trade-marks Act allows for transfer of a trademark with or without the goodwill attached to it. In the United States, goodwill must be transferred along with the trademark or that the assignment is invalid (15 U.S.C. ss. 1060). Assignment of a trademark in the U.S. without goodwill or business attached to it leaves nothing for the mark to signify and it loses its inherent function and is abandoned."
http://www.ludlowlaw.ca/DGA publications/Character and Merch...

Choose something else, IMO.

Basically, I've already given you your answer, Gavin. I think this isn't about a system to keep track of some "brand score"; it's supposed to ensure that the goodwill remains where it is.

[...]
Björn Vrooman May 28, 2019:
FYI https://www.juraforum.de/muster-vorlagen/markenlizenzvertrag...

https://smallbusiness.chron.com/difference-between-licensed-...

Maybe the Identification section of the above link is of some interest.

Goodwill:
https://lawshelf.com/courseware/entry/trademark-licensing-as...
https://www.upcounsel.com/trademark-licensing

"Licensee acknowledges and agrees that the Marks, all goodwill pertaining thereto, and all rights, registrations, applications and entitlement thereto, and all extensions thereof, are and shall remain the sole and exclusive
property of Licensor."
http://bakervegas.net/wp-content/uploads/2017/01/Trademark-L...

I don't think brand is wrong, though (see also ID section mentioned above):
https://cardozo.yu.edu/brand-licensing-strategies-maintain-v...

"The reputation of the product is well known and that goodwill is stored
in the brand.

A trademark license allows a trademark owner to permit another party to use the same mark."
https://2zz0ycx12ls26k9aqfso6tp3-wpengine.netdna-ssl.com/wp-...

Best wishes
Ramey Rieger (X) May 28, 2019:
@Gavin So which is it? Are they selling each others' products or promoting their trademarks?
Ramey Rieger (X) May 28, 2019:
You're right, of course! But there is a legal difference between the two words. A trademark is a mark that legally represents something, usually a business, by their goods or services. A brand name, however, is the name that a business chooses for one of their products. A brand identifies a specific product or name of a company.What is the difference between a brand name and trademark? - Quora
https://www.quora.com/What-is-the-difference-between-a-brand...
Steffen Walter May 28, 2019:
I've always thought of ... ... "trademark" being the strictly legal term, whereas "brand" tends to be mainly used in a business/marketing context. The contractual context indicated by the asker seems to point to the former rather than the latter.
Ramey Rieger (X) May 28, 2019:
Hi Steffen PLEASE, be so kind and tell me the difference between trademarks and brands. Both can be copywritten, both are intellectual property. In English, I can't seem to grasp the difference!
Steffen Walter May 28, 2019:
Trademarks I think that this is about trademarks rather than brands.
Ramey Rieger (X) May 28, 2019:
Good morning Gavin! Both parties recognize the goodwill assumed when they use each other's brand to the benefit of each brand owner.

Proposed translations

+7
14 mins
Selected

to accrue to the benefit of / to be credited to

Both parties acknowledge/agree that any goodwill arising from the use of the trademarks of the respective other party will/shall accrue to the benefit of [will/shall be credited to] the owner of the trademarks.

(where the "owner of the trademarks" is obviously the "respective other party")
Peer comment(s):
agree Susan Starling : Exactly, in the context of "goodwill," we would speak of it "accruing to/being credited to" (or being "recognized by") a party. "Benefit" is a more general translation of "zugutekommen" outside a financial context.
47 mins
agree philgoddard : Susan is right that it's a financial term. I think in this case it means that if a company is sold for more than the value of its assets, and the difference is due to the use of the other party's trademarks, the seller shouldn't profit from this.
1 hr
agree Björn Vrooman : Minus respective, but accrue to and inure to seem to be right on point. I strongly suspect this was once an English sentence. All Gavin needs now is a back translation.
2 hrs
agree Ramey Rieger (X)
3 hrs
agree Cillie Swart : nice one
5 hrs
agree A. & S. Witte
8 hrs
agree AllegroTrans
8 hrs
Something went wrong...
4 KudoZ points awarded for this answer. Comment: "Thanks guys"
+2
9 mins

benefit

Hi Gavin, as I understand it: Both contracting parties acknowledge that any goodwill associated with the use of the trademarks of the other contracting party shall benefit the trademark owner.

I'm not a lawyer, so I'm not sure what that means, but that's how I read it.
Peer comment(s):
agree Ramey Rieger (X) : sychronicity!
1 min
Hi Ramey, thanks! :)
agree Steffen Walter : Faster than me :-)
6 mins
Something went wrong...
+1
1 hr

assigned

I don't think "benefit" is the right term to use in this context.

"Both Parties recognize that any goodwill associated with the use of the other party's marks will be assigned to the owner of the marks."
https://propertyintangible.com/2008/07/assigning-goodwill.ht...
Peer comment(s):
agree Susan Starling : Another good option.
3 mins
disagree Björn Vrooman : Please re-read the link you posted. Yours is about trademark assignment (=transfer): https://www.inta.org/TrademarkBasics/FactSheets/Pages/Tradem... It's not the same as trademark licensing (see link).
16 mins
Nah, I'll stick with "assigned".
agree philgoddard : I agree, though I also think we've already had an acceptable answer from Steffen.
35 mins
neutral Adrian MM. : assignment of goodwill on the Brit. Isles - incl. Eire - assumes a next step of a *legal* = formal assignment in writing of such a 'chose in action', unless it is - controversially - an informal = *equitable* assignment.
1 day 5 hrs
Something went wrong...
+1
1 day 6 hrs

(is to) inure (enure) to the benefit of

I agree with Björn and feel Steffen's initial gut reaction was right - enure or inure to the benefit of is standard whilst accrue is usually unqualified, e.g. by virtue of jus accrescendi, land accrues absolutely to - and not to the benefit of - either joint 'tenant' = owner.

'Both parties hereto (do hereby) acknowledge that any goodwill associated with the use of the (trade-, word- or picture-) marks of the other party hereto (no jeweild, so no respective is needed) is to inure to the benefit of the proprietor of the (trade- ,word- or picture-) marks.'
Example sentence:

A licensee’s use inures to the benefit of the licensor-owner of the mark and the licensee acquires no ownership rights in the mark itself.

Reference:

http://www.dict.cc/?s=zugute+kommen

http://dict.leo.org/englisch-deutsch/inure

Peer comment(s):
agree A. & S. Witte
3 days 2 hrs
Thanks and danke schön! - though you have also voted for another answer.
Something went wrong...
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