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First, if it is a famous, registered, and distinctive trademark, you should give it up without a fight. In such a case, you are on dying ground.
If they have no trademark or are over-reaching, you may want to fight or try to make a deal.
However, the mere offer to sell a domain can be construed as "bad faith" under the UDRP and ACPA (1999). Therefore, in cases where there is a real possibility of a dispute, you might want to first have the prospective buyer sign an NDA.
This is not legal advice and I am not an attorney.
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