Trademark Assignment Agreement (Australia)
This Trade Mark Assignment Agreement (the "Agreement") is made on [Effective Date] between:
[Assignor Name] (ABN [Assignor ABN]) of [Assignor Street Address], [Assignor Suburb] [Assignor State] [Assignor Postcode] (the "Assignor"); and
[Assignee Name] (ABN [Assignee ABN]) of [Assignee Street Address], [Assignee Suburb] [Assignee State] [Assignee Postcode] (the "Assignee").
The Assignor and Assignee are referred to individually as a "Party" and collectively as the "Parties".
BACKGROUND
A. The Assignor is the registered owner of the trade mark described below (the "Trade Mark") registered on the Australian Register of Trade Marks maintained by IP Australia.
B. The Assignee wishes to acquire ownership of the Trade Mark and all associated rights on the terms and conditions set out in this Agreement.
C. The Assignor has agreed to assign the Trade Mark to the Assignee for the Consideration.
THE PARTIES AGREE as follows:
1. DEFINITIONS
In this Agreement, unless the context requires otherwise:
"Assigned Rights" means the Trade Mark and all Intellectual Property Rights associated with or derived from the Trade Mark, including all registrations, applications, renewals, extensions, and goodwill (where applicable) assigned under this Agreement.
"Consideration" means the amount described in clause 4.
"GST" means goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"IP Australia" means the Australian Government agency responsible for administering the Trade Marks Act 1995 (Cth) and maintaining the Australian Register of Trade Marks.
"Intellectual Property Rights" means all trade marks, trade mark registrations, trade mark applications, trade names, get-up, logos, domain names, and related goodwill, whether registered or unregistered.
"Trade Mark" means the trade mark [Trade Mark Name], Australian Trade Mark Registration No. [Trade Mark Number], registered in respect of [Trade Mark Class and Goods/Services].
"Trade Marks Act" means the Trade Marks Act 1995 (Cth).
2. ASSIGNMENT OF TRADE MARK
2.1 Subject to receipt of the Consideration and the terms of this Agreement, the Assignor absolutely and unconditionally assigns to the Assignee with full title guarantee all of the Assignor's right, title, and interest in and to the Assigned Rights, with effect from the Effective Date.
2.2 The assignment under this clause 2.1 includes all rights of the Assignor under the Trade Marks Act in respect of the Trade Mark, including the right to bring proceedings for infringement of the Trade Mark that occurred before the Effective Date.
2.3 The Assignor will, at the Assignee's reasonable request and cost, execute and deliver all further documents, instruments, and assurances, and perform all acts, as may be reasonably necessary or desirable to give full effect to this Agreement and to register the assignment at IP Australia.
2.4 This Agreement constitutes a deed of assignment of the Trade Mark for the purposes of s106 of the Trade Marks Act.
5. CONSIDERATION
5.1 Consideration type: [Consideration Type]. In consideration of the assignment of the Assigned Rights under clause 2, the Assignee must pay to the Assignor the sum of [Consideration Amount], payable [Payment Due Date].
5.2 If GST is payable on the assignment of the Assigned Rights (being a taxable supply for GST purposes), the Assignee must pay to the Assignor an additional amount equal to the GST payable on that supply, upon receipt of a valid tax invoice from the Assignor.
5.3 The Assignee acknowledges that the Consideration is the full and final payment for the Assigned Rights and that no further amounts are payable to the Assignor in respect of the Trade Mark after the Effective Date, except as expressly provided in this Agreement.
6. REGISTRATION AT IP AUSTRALIA
6.1 The Parties acknowledge that, under s106 of the Trade Marks Act, a trade mark assignment must be in writing and signed by the assignor to be effective. The Parties agree to use this Agreement as the written assignment instrument for registration purposes.
6.2 [Registration Responsibility] is responsible for filing the assignment documentation with IP Australia to record the change of ownership on the Australian Register of Trade Marks as soon as practicable after the Effective Date, and in any event within 60 days of the Effective Date.
6.3 The cost of recording the assignment at IP Australia shall be borne by [Registration Cost Bearer].
6.4 The Assignor must promptly sign and provide to the Assignee all documents required by IP Australia to record the assignment, including any IP Australia Assignment Recordal Form.
6.5 Until the assignment is recorded on the Register of Trade Marks, the Assignor must not deal with, encumber, license, or otherwise dispose of the Trade Mark without the Assignee's prior written consent.
6.6 The Assignor must maintain the Trade Mark registration in force and pay all renewal fees falling due between the Effective Date and the date the assignment is recorded at IP Australia, and the Assignee must reimburse the Assignor for those renewal costs within 14 days of request.
7. WARRANTIES AND REPRESENTATIONS
7.1 The Assignor warrants and represents to the Assignee that, as of the Effective Date:
- the Assignor is the sole and registered owner of the Trade Mark on the Australian Register of Trade Marks and has full authority to assign it;
- the Trade Mark registration is current, valid, and in force and all renewal fees have been paid;
- the Assignor has not granted any licence, mortgage, charge, encumbrance, or other security interest over the Trade Mark that is not disclosed in this Agreement;
- there is no pending opposition, cancellation action, non-use action, or other proceeding before IP Australia or any court in relation to the Trade Mark;
- to the best of the Assignor's knowledge, the Trade Mark does not infringe any third party's intellectual property rights; and
- the Assignor has continuously used the Trade Mark in commerce in Australia in relation to the goods or services for which it is registered and has not abandoned its use.
7.2 The Assignee warrants that it has the capacity to accept the assignment and that it will maintain the Trade Mark in accordance with the requirements of the Trade Marks Act, including making genuine use of the Trade Mark.
8. POST-EXECUTION OBLIGATIONS
8.1 After the Effective Date, the Assignor must:
- cease all use of the Trade Mark and any mark that is substantially identical or deceptively similar to it, except with the Assignee's prior written consent;
- not represent itself as the owner of the Trade Mark or take any action inconsistent with the Assignee's ownership;
- promptly forward to the Assignee any correspondence received in connection with the Trade Mark; and
- provide such technical assistance and historical information relating to the Trade Mark as the Assignee may reasonably request.
8.2 The Assignor must deliver to the Assignee within 14 days of the Effective Date all records, files, and documents relating to the Trade Mark, including prosecution history, correspondence with IP Australia, trade mark specimens, and evidence of use.
9. CONFIDENTIALITY
9.1 Each Party must keep confidential the financial terms of this Agreement and any Confidential Information disclosed by the other Party in connection with this Agreement. Each Party must not disclose such information to any third party without the other Party's prior written consent, except as required by law or as necessary for the purposes of IP Australia registration.
9.2 This confidentiality obligation survives the execution of this Agreement for a period of 3 years.
10. LIMITATION OF LIABILITY
10.1 To the maximum extent permitted by law, neither Party is liable to the other for any indirect, consequential, special, or punitive loss or damage arising out of or in connection with this Agreement.
10.2 Nothing in this Agreement excludes or limits any liability that cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable Australian law.
11. GENERAL PROVISIONS
11.1 Governing law: This Agreement is governed by the laws of [Governing State], Australia. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of [Governing State].
11.2 Entire agreement: This Agreement constitutes the entire agreement between the Parties with respect to the assignment of the Trade Mark and supersedes all prior negotiations, representations, and agreements.
11.3 Variation: This Agreement may only be amended by a written instrument signed by both Parties.
11.4 Severability: If any provision of this Agreement is void, voidable, or unenforceable, it shall be severed and the remaining provisions continue in full force.
11.5 Further assurance: Each Party agrees to do everything reasonably necessary to give full effect to this Agreement, including signing further documents and taking further actions.
11.6 Costs: Unless otherwise stated, each Party bears its own legal costs in connection with the preparation and execution of this Agreement.
EXECUTED as an agreement.
SIGNED by the Assignor:
Name: [Assignor Name]
ABN: [Assignor ABN]
SIGNED by the Assignee:
Name: [Assignee Name]
ABN: [Assignee ABN]
Assignor
________________
Signature
Date: ________________
Assignee
________________
Signature
Date: ________________
What Is a Trademark Assignment Agreement (Australia)?
A Trademark Assignment Agreement in Australia transfers ownership of a specified trade mark from the assignor to the assignee and confirms the assignee's exclusive rights to it under the Corporations Act 2001 (Cth).
In Australia, registered trade marks are protected under the Trade Marks Act 1995 (Cth) and administered by IP Australia, which maintains the Australian Register of Trade Marks. A trade mark is a sign — which may be a word, phrase, letter, number, logo, shape, colour, or combination of these — used to distinguish the goods or services of one trader from those of another. Registration on the Trade Marks Register provides the registered owner with an exclusive right to use the trade mark in Australia in relation to the goods and services for which it is registered, and the right to take legal action against infringement.
Under s106 of the Trade Marks Act 1995 (Cth), a registered trade mark may be assigned with or without the goodwill of the business in the relevant goods or services. The assignment must be in writing and signed by the assignor to be legally valid. Once the assignment agreement is executed, the assignee should promptly file the assignment documentation with IP Australia to have the change of ownership recorded on the Register of Trade Marks — this is critical because the assignment is not binding on third parties until it is recorded.
A Trademark Assignment Agreement typically covers the registered mark, any pending trade mark applications, related domain names and internet identifiers, associated goodwill, and any unregistered trade marks and branding materials. It also addresses consideration, GST treatment, IP Australia registration obligations, seller warranties, post-assignment non-use obligations, and delivery of prosecution history and supporting documents.
The legal framework governing the Trademark Assignment Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Trademark Assignment Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Trademark Assignment Agreement (Australia)?
A Trademark Assignment Agreement is needed whenever the ownership of an Australian registered trade mark is being transferred from one entity to another. This situation arises in a wide variety of commercial and corporate circumstances.
The most common context is a business sale or acquisition. When a business is sold, the trade marks associated with that business — which may be some of its most valuable assets — must be formally assigned to the purchaser. A business sale agreement alone does not automatically transfer trade mark ownership; a separate, properly executed trademark assignment agreement is required to effect the transfer under the Trade Marks Act 1995 (Cth) and to satisfy IP Australia's registration requirements.
Corporate restructuring frequently requires trade mark assignments. When a company reorganises its group structure — for example, by consolidating IP assets into a single holding company, transferring trade marks from an operating company to an IP holding entity, or spinning off a division into a separate entity — each trade mark must be formally assigned. This is particularly common in private equity transactions and mergers and acquisitions.
Brand rebranding and intellectual property portfolio management also give rise to trade mark assignments. When a company acquires a brand or a portfolio of trade marks from a third party — through a brand acquisition, trade mark purchase, or as part of a product line acquisition — a trade mark assignment agreement is essential to document and formalise the transfer.
Startups and individual entrepreneurs frequently assign trade marks when bringing in investors, converting a sole trader or partnership business into a company structure, or selling the business. Founders who registered a trade mark in their personal name before incorporation must execute a formal assignment to transfer ownership to the company.
Without a properly executed written assignment agreement and IP Australia registration, the Assignee's claim to ownership of the trade mark may be uncertain, and the trade mark may remain on the Register in the Assignor's name — creating significant commercial and legal risk.
What to Include in Your Trademark Assignment Agreement (Australia)
A thorough Australian Trademark Assignment Agreement must address several key elements to be legally effective and commercially protective for both parties.
Identification of the trade mark: The agreement must precisely identify the trade mark being assigned, including the registered trade mark text or device, the IP Australia registration number, the registration date, and the Nice Classification class(es) and goods or services covered. Any pending applications, associated marks, or related registrations being assigned should also be identified.
Assignment and vesting: The core clause must use unambiguous language of absolute assignment — transferring all right, title, and interest in the trade mark to the Assignee. The agreement should confirm that it constitutes the written assignment instrument required by s106 of the Trade Marks Act 1995 (Cth).
Goodwill: The agreement must clearly state whether the assignment includes the goodwill associated with the trade mark. An assignment with goodwill transfers the brand's commercial reputation and the right to sue for passing off. An assignment without goodwill is possible under the Trade Marks Act but may create legal and commercial risks and should be considered carefully.
Consideration and GST: The purchase price must be clearly stated in AUD, with reference to whether it includes or excludes GST. A tax invoice must be issued for the GST component. The payment terms and method should be specified.
IP Australia registration: The agreement must specify who is responsible for filing the assignment with IP Australia under s108 of the Trade Marks Act, who bears the filing costs, and the timeframe for filing. The Assignor's obligation not to deal with the trade mark until the assignment is recorded must also be included.
Warranties: The Assignor should provide thorough warranties of ownership, validity, no encumbrances, no proceedings, and genuine use. These warranties protect the Assignee against acquiring a mark that is defective, challenged, or encumbered.
Post-assignment obligations: The agreement should require the Assignor to cease using the trade mark after the Effective Date, deliver all prosecution records and supporting documents to the Assignee, and assist with the IP Australia registration process.
Additional compliance elements for a Trademark Assignment Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Trademark Assignment Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/intellectual-property/trademark-assignment-agreement-australia
"Trademark Assignment Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/intellectual-property/trademark-assignment-agreement-australia.
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year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/intellectual-property/trademark-assignment-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
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Frequently Asked Questions
Under s106 of the Trade Marks Act 1995 (Cth), a registered trade mark can be assigned or transmitted, with or without the goodwill of the business concerned in the goods or services for which the trade mark is registered. Section 106 requires the assignment to be in writing and signed by the assignor. A verbal or implied assignment of a registered trade mark is not effective under Australian law. Once executed, the assignment must be recorded on the Australian Register of Trade Marks maintained by IP Australia. Section 108 of the Trade Marks Act provides that a person is not entitled to registration as the registered owner of the trade mark until the assignment is registered. Practically, the Assignee should file an IP Australia Assignment Recordal Form, which requires the original signed assignment agreement or a certified copy. The assignment takes effect between the parties from the date of execution, but is not binding on third parties until it is recorded on the Register. The time between execution and recording is particularly important — during this period, the registered owner (still the Assignor on the Register) could theoretically deal with the trade mark in a way that prejudices the Assignee, which is why well-drafted assignment agreements prohibit such dealings.
Yes. Unlike the position in some other jurisdictions (Canada, where trade marks could historically only be assigned with goodwill), s106 of the Trade Marks Act 1995 (Cth) expressly permits a registered trade mark to be assigned with or without the goodwill of the business in the relevant goods or services. This means an Australian trade mark can validly be assigned as a standalone asset without requiring the simultaneous transfer of the underlying business. However, assigning a trade mark without goodwill creates commercial and legal risks. A trade mark that has long been associated with the business of the assignor, and is then transferred without any connection to that business, may become deceptive or confusing — particularly if the assignor continues operating in the same field. The deceptive or confusing nature of a trade mark is a ground for removal from the Register under s88 of the Trade Marks Act. Where possible, practitioners recommend that trade mark assignments include the associated goodwill, or at minimum include a non-compete restriction preventing the assignor from using the same or a deceptively similar mark in the same field after the assignment. The decision about whether to include goodwill is ultimately commercial and should be considered carefully in the context of the overall transaction.
Pending trade mark applications — those that have been filed with IP Australia but not yet proceeded to registration — can also be assigned under Australian law. Section 109 of the Trade Marks Act 1995 (Cth) provides that a person may apply to be registered as the owner of a trade mark in place of the person who filed the application. This is known as assignment of a pending application. The assignment of a pending application should be dealt with in the trade mark assignment agreement, either as part of the main assignment or as a separate clause dealing with related IP rights. When an assignment of a pending application is filed with IP Australia, the application continues through the examination and registration process under the name of the assignee. Timing is important — the assignment should be executed and filed before the application proceeds to registration, to avoid the need for a separate recordal of the assignment on the registered trade mark. In practice, many business sale transactions involve a combination of registered trade marks and pending applications, and the assignment agreement should clearly schedule all of the marks (registered and pending) being transferred.
An assignee acquiring a registered trade mark in Australia should insist on thorough warranties from the assignor to protect against the risk of acquiring a defective title or an encumbered mark. Key warranties include: ownership and authority — the assignor warrants that it is the sole registered owner of the trade mark on the Australian Register of Trade Marks and has full authority to assign it; validity — the assignor warrants that the trade mark registration is current, valid, and in force and that all renewal fees have been paid; no encumbrances — the assignor warrants that the trade mark is not subject to any licence, mortgage, charge, encumbrance, or security interest that has not been disclosed; no proceedings — the assignor warrants that there is no pending opposition under Part 5 of the Trade Marks Act, cancellation action under s84, non-use action under s92, or any other proceeding before IP Australia or any court in relation to the trade mark; no infringement — the assignor warrants that, to the best of its knowledge, the trade mark does not infringe any third party's intellectual property rights; and use — the assignor warrants that the trade mark has been continuously used in commerce in Australia and has not been abandoned. These warranties should be supported by disclosure of any known issues in a schedule to the agreement, so that disclosed issues are carved out from the warranty coverage. The assignee should also consider conducting due diligence on IP Australia's online database before execution.
Yes. The assignment of a registered trade mark is generally a taxable supply for Goods and Services Tax (GST) purposes under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), where the assignor is registered or required to be registered for GST. The assignment of intellectual property rights — including trade marks — is treated as a supply of an interest in or right over intangible property, which is a taxable supply under s9-10(2)(d) of the GST Act. GST of 10% is therefore payable in addition to the agreed consideration, and the assignor must issue a valid tax invoice to the assignee. The assignee (if registered for GST) may claim an input tax credit for the GST paid if the trade mark is acquired for a creditable purpose. A common exception arises where the assignment forms part of the sale of an entire going concern — under s38-325 of the GST Act, a supply of a going concern is GST-free if both parties are registered for GST, the supply includes everything necessary to carry on the enterprise, and both parties agree in writing that the supply is of a going concern. In practice, trade mark assignments that are part of a business sale may qualify for the going concern exemption, but specific advice from a tax solicitor or registered tax agent should be obtained for each transaction.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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