Trademark Assignment Agreement Template
This Trademark Assignment Agreement (the "Agreement") is made and entered into on by and between
, a company incorporated under the laws of , having its registered place of business at , duly represented by (the "Assignor"), and
, a company incorporated under the laws of , having its registered place of business at , , , , duly represented by (the "Assignee"), collectively referred to as the "Parties" and individually as the "Party".
WHEREAS the Assignor is the owner of a certain trademark specified further (the "Trademark");
WHEREAS the Assignor wishes to assign and transfer to the Assignee all rights, title, and interest in and to the Trademark, including any registrations, applications, renewals, extensions, and more related thereto, and all goodwill associated therewith;
WHEREAS the Assignee has agreed to acquire the Trademark from the Assignor on the terms and conditions set forth herein;
WHEREAS the Parties acknowledge that this Agreement is entered into for valuable consideration, the receipt and sufficiency of which is hereby acknowledged; and
WHEREAS the Parties intend that this Agreement shall be binding and enforceable between them in accordance with its terms.
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, and upon other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties have agreed as follows:
The subject matter of this Agreement is the assignment and transfer of all rights, title, and interest in and to the Trademark described herein, including any registrations, applications, renewals, extensions, and other subjects related thereto, and all goodwill associated therewith, from the Assignor to the Assignee.
The Trademark is described as follows:
- Trademark name: .
- Date of registration: .
- Trademark registration number: .
- Renewal and maintenance: .
- Disputes: .
- Licenses and agreements: .
- Other information: .
The Assignor hereby assigns and transfers to the Assignee all of its rights, title, and interest in and to the Trademark, including without limitation the exclusive right to use, license, protect, and exploit the Trademark in any manner and any territory. The Assignee hereby assumes and acquires such rights and interests in and to the Trademark.
The Assignee undertakes to take all necessary steps to effect the assignment and transfer of the Trademark to the Assignee, including executing all the required documents and providing any necessary cooperation for the transfer and registration of the Trademark with the United States Patent and Trademark Office or other relevant governmental authority.
The Parties acknowledge and agree that this Agreement does not transfer any right or interest in any trademarks other than the Trademark and that the Assignee retains all other rights and interests in any other trademarks not specifically assigned hereunder.
The Parties also agree to comply with all applicable laws, rules, and regulations related to the Trademark and to execute any additional documents or take any additional actions that may be necessary to effectuate the purposes of this Agreement.
TRANSFER AND PAYMENT TERMSThe Assignee agrees to accept the assignment of the Trademark and pay the agreed consideration for it.
- Fixed payment: In consideration for the assignment of the Trademark, the Assignee shall pay the Assignor a fixed amount of within working days from the effective date of this Agreement.
- Payment method: Payment shall be made by cash, unless otherwise agreed by both Parties in writing.
- Confirmation of payment: The Assignor shall provide the Assignee with written confirmation of receipt of payment within working days since the date of payment.
- Taxes: The Assignor shall be solely responsible for any taxes or other charges that may be assessed on payment received under this Agreement.
- Refunds: If the Trademark is found to be invalid, unenforceable, or infringing the rights of any third party, the Assignor shall refund the payment to the Assignee within working days of receipt of written notice of such invalidity, unenforceability, or infringement.
The Assignee agrees to cooperate with the Assignor to promptly record this Agreement and any other documents necessary to effectuate the Trademark transfer with the appropriate governmental authority, such as the United States Patent and Trademark Office.
The Assignor shall be responsible for all costs associated with the registration of this Agreement, including any fees charged by the governmental authority.
The Assignor represents and warrants that it is the sole and exclusive owner of the Trademark being transferred and has full power and authority to transfer the Trademark to the Assignee.
The Assignor represents and warrants that the Trademark is valid and enforceable and does not infringe the intellectual property rights of any third party.
The Assignor also represents and warrants that the Trademark is free from any claims, liens, or encumbrances and that the Trademark is free from any adverse rights or interests.
The Assignor represents and warrants that there are no pending or threatened claims or legal proceedings with respect to the Trademark and that the transfer of the Trademark to the Assignor does not violate any agreements, laws, or regulations.
The Assignor further represents and warrants that it has disclosed all relevant information regarding the Trademark to the Assignee.
The Assignor shall not be liable for any indirect, special, incidental, punitive, or consequential damages arising from or in connection with the Trademark or assignment thereof.
The Assignor shall indemnify and hold the Assignee harmless from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or in connection with any breach of the Assignor's warranties or representations.
The obligation of the Assignor to indemnify and hold harmless the Assignee shall be limited to the actual damages suffered by the Assignee as a result of any breach of the Assignor's warranties or representations.
The Assignee shall be solely responsible for any infringement or violation of any third party's intellectual property rights resulting from the use or exploitation of the Trademark.
The Assignee shall indemnify and hold the Assignor harmless from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of the Assignee's obligations hereunder or any claim that the use or exploitation of the Trademark infringe the intellectual property rights of any third party.
The Assignee's obligation to indemnify and hold harmless the Assignor shall be limited to the actual damages suffered by the Assignor as a result of any breach of the Assignee's obligations hereunder or any claim that the use or exploitation of the Trademark infringe the intellectual property rights of any third party.
The Assignee shall promptly notify the second Party of any claim or action asserted against the Assignor in connection with the Trademark, and the second Party shall have the right to control the defense of any such claim or action.
Except as expressly provided herein, the Assignor makes no warranties of any kind, express or implied, with respect to the Trademark, including without limitation any warranties of merchantability or fitness for a particular purpose.
This Agreement shall be binding upon and inure to the benefit of the Assignor, the Assignee, and their respective successors and assigns.
The Assignor may assign its rights and obligations under this Agreement to any third party without the prior written consent of the Assignee. The Assignee may transfer its rights and obligations under this Agreement without the prior written consent of the Assignor.
This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. Any action or proceeding arising out of or relating to this Agreement or the breach of this Agreement shall be brought exclusively in the state or federal courts located in the State of .
The Parties agree to keep all information disclosed during this Agreement confidential and not to disclose such information to any third party unless required by law. The Parties agree not to use the confidential information for any purpose other than necessary to fulfill their obligations under this Agreement.
This confidentiality clause shall survive the termination or expiration of this Agreement.
Any notice, request, demand, or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given if delivered personally or sent by registered mail, return receipt requested, postage prepaid, or by a reputable overnight delivery service to the address set forth below or to such other address as either Party may designate by written notice to the other Party:
If to the Assignor:
If to the Assignee:
, ,
Either Party may change its address for receipt of notices by giving written notice to the other Party in accordance with this section.
Notices shall be deemed received on the day of delivery if delivered by hand or courier service or on the third business day after the date of posting if sent by registered mail.
SEVERABILITYThe invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
ENTIRE AGREEMENTThis Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, negotiations or discussions, whether oral or written, relating to the subject matter of this Agreement. Any amendments or modifications to this Agreement must be in writing and signed by both Parties. This Agreement does not create a partnership or joint venture between the Parties, and neither party has the authority to bind the other in any respect.
AMENDMENTSThis Agreement may be amended or modified only by a written agreement signed by both Parties. Any amendments to this Agreement shall be binding only if they are in writing and signed by both Parties.
BINDING EFFECTThis Agreement shall be binding upon the Parties hereto and their respective successors and assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
ANNEXES. Any annexes, appendices, schedules, and exhibits to this Agreement are considered an integral part of this Agreement. In case of any inconsistencies between the provisions of the main body of this Agreement and its Annexes, the provisions of the main body of this Agreement shall prevail.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the effective date.
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THE ASSIGNOR |
THE ASSIGNEE |
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