Trade Mark Assignment Deed (Australia)
DEED OF ASSIGNMENT OF TRADE MARK
THIS DEED is made on [Execution Date].
PARTIES
[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 owner of the [Trade Mark Type] described as [Trade Mark Description] (the "Assigned Mark").
B. The Assignee wishes to acquire ownership of the Assigned Mark, and the Assignor wishes to irrevocably transfer all right, title, and interest in the Assigned Mark to the Assignee by way of deed, on the terms set out in this Deed.
THE PARTIES AGREE as a deed as follows:
1. DEFINITIONS
In this Deed, unless the context otherwise requires:
"Assigned Mark" means the [Trade Mark Type] described as [Trade Mark Description], bearing registration or application numbers [Registration Numbers], covering [Goods and Services], and all related registrations, applications, and renewals.
"ATMO" means the Australian Trade Mark Office, a division of IP Australia, which administers the Register of Trade Marks under the Trade Marks Act 1995 (Cth).
"Effective Date" means the date of execution of this Deed as stated above.
"IP Australia" means the Australian Government agency responsible for administering intellectual property rights including trade marks, patents, and designs.
"Trade Marks Act" means the Trade Marks Act 1995 (Cth).
2. DEED OF ASSIGNMENT
2.1 With effect from the Effective Date, the Assignor hereby assigns and transfers to the Assignee, absolutely and by way of deed, all of the Assignor's right, title, and interest in and to the Assigned Mark, including:
(a) all registrations and applications for the Assigned Mark, and the right to apply for registrations, renewals, and extensions of the Assigned Mark in any jurisdiction;
(b) all rights to sue for past, present, and future infringement of the Assigned Mark in any jurisdiction;
(c) all documentation and records relating to the Assigned Mark, including correspondence with ATMO and IP Australia; and
(d) all other rights and benefits arising under or in connection with the Assigned Mark.
2.2 This assignment is made in accordance with section 106 of the Trade Marks Act 1995 (Cth), which permits the assignment of a registered trade mark in respect of some or all of the goods or services for which the trade mark is registered.
2.3 The Parties acknowledge that this Deed satisfies the requirement under the Trade Marks Act 1995 (Cth) that the assignment of a registered trade mark must be in writing and signed by or on behalf of the assignor.
2.4 This Deed is executed as a deed and is binding on the Parties without the need for consideration.
3. WARRANTIES AND REPRESENTATIONS
3.1 The Assignor warrants and represents to the Assignee that:
(a) the Assignor is the sole and exclusive legal and beneficial owner of the Assigned Mark and has full right, power, and authority to assign the Assigned Mark to the Assignee under this Deed;
(b) the Assigned Mark is free from all encumbrances, security interests, licences, and other third-party rights, except as disclosed in writing to the Assignee before execution of this Deed;
(c) the Assignor has not done or omitted to do anything that would affect the validity or registrability of the Assigned Mark, including using the mark in a manner likely to cause it to become generic or misleading;
(d) to the best of the Assignor's knowledge, the Assigned Mark does not infringe the intellectual property rights, passing off rights, or trade practices rights of any third party; and
(e) there are no pending or threatened claims, oppositions, cancellation actions, or disputes in relation to the Assigned Mark.
3.2 The Assignee acknowledges that it has conducted its own due diligence in relation to the Assigned Mark and, except for the warranties in clause 6.1, accepts the Assigned Mark in its current condition.
4. INDEMNITY
4.1 The Assignor indemnifies the Assignee against all losses, liabilities, damages, costs, and expenses (including reasonable legal costs on a solicitor-client basis) arising from:
(a) any breach of the warranties in clause 6.1; or
(b) any claim by a third party asserting rights in or to the Assigned Mark that arose before the Effective Date.
5. FURTHER ASSURANCE
5.1 Each Party must, on request and at its own cost, promptly execute all documents and do all things necessary to give full effect to this Deed and to vest the Assigned Mark in the Assignee as contemplated by this Deed.
6. GENERAL PROVISIONS
6.1 Governing law: This Deed is governed by the laws of [Governing State], Australia, and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of [Governing State].
6.2 Entire agreement: This Deed constitutes the entire agreement between the Parties with respect to the assignment of the Assigned Mark and supersedes all prior representations, negotiations, and agreements.
6.3 Variation: This Deed may only be amended by a written instrument signed by both Parties as a deed or as an agreement supported by consideration.
6.4 Severability: If any provision of this Deed is unenforceable, it must be read down to the extent necessary to make it enforceable or, if that is not possible, it shall be severed without affecting the enforceability of the remaining provisions.
6.5 Counterparts: This Deed may be executed in counterparts, each of which shall constitute an original. Electronic signatures are valid under the Electronic Transactions Act 1999 (Cth) where applicable.
6.6 Costs: Each Party must bear its own legal and other costs of and incidental to the preparation and execution of this Deed, unless otherwise agreed in writing.
EXECUTED as a deed.
SIGNED, SEALED AND DELIVERED by the Assignor:
Name: [Assignor Name]
ABN: [Assignor ABN]
SIGNED, SEALED AND DELIVERED by the Assignee:
Name: [Assignee Name]
ABN: [Assignee ABN]
Assignor
________________
Signature
Date: ________________
Assignee
________________
Signature
Date: ________________
What Is a Trade Mark Assignment Deed (Australia)?
A Trade Mark Assignment Deed 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).
The deed is executed as a formal legal deed, which means it is binding without the need for consideration — making it the instrument of choice for intra-group trade mark transfers, founder-to-company assignments, and restructures where no direct monetary payment is contemplated for the trade mark itself. Where consideration is payable, the deed may also include a purchase price clause.
The Australia Trade Mark Assignment Deed (Australia) deed covers both registered and unregistered Australian trade marks. For registered marks, the deed authorises the Assignee to apply to the Australian Trade Mark Office (ATMO) at IP Australia to record the change of ownership on the Register of Trade Marks. For unregistered marks, the deed transfers the associated common law trade mark rights together with the goodwill of the business, which is essential for the valid transfer of unregistered marks under Australian law.
The deed addresses all key elements of an Australian trade mark assignment: identification of the marks, goodwill transfer, ATMO recordal obligation, thorough assignor warranties, GST provisions under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and an indemnity protecting the Assignee from pre-existing third-party claims.
The legal framework governing the Trade Mark Assignment Deed (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 Trade Mark Assignment Deed (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 Trade Mark Assignment Deed (Australia)?
A Trade Mark Assignment Deed is needed whenever trade mark ownership must be formally transferred from one entity to another under Australian law.
Business acquisitions and mergers: When an Australian business is acquired, all trade marks associated with the business must be formally assigned to the new owner by deed. Trade marks are not automatically transferred as part of a general business sale — a separate assignment deed is required for each trade mark or group of marks.
Corporate restructures: When an Australian company restructures and moves trade marks from an operating company to a holding company or IP holding vehicle, a deed is the preferred instrument to effect the transfer without consideration.
Founder and contractor assignments: When founders or contractors have registered trade marks in their own names before incorporating a company, a deed allows those marks to be assigned to the company without requiring a cash payment, which is often unavailable at the startup stage.
Licensing to assignment conversion: Where a trade mark licensee wishes to acquire full ownership of a mark from the licensor, a deed converts the licence arrangement into an outright assignment.
Pre-investment housekeeping: Investors and venture capital funds routinely require that all trade marks used in a target company's business are properly assigned to that company before completing their investment, as part of IP due diligence.
International expansion: When an Australian company assigns its trade mark rights to an overseas subsidiary for commercialisation in foreign markets, this deed can be used for the Australian marks, with equivalent documents used for overseas registrations.
Parties in Australia should prepare a Trade Mark Assignment Deed (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. 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. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Trade Mark Assignment Deed (Australia)
A legally effective Australian Trade Mark Assignment Deed must include several critical elements to confirm the transfer of ownership is valid, enforceable, and properly recorded.
Identification of the trade marks: All trade marks covered by the assignment must be precisely identified. For registered marks, include IP Australia registration numbers, the trade mark name or description (word mark, device mark, etc.), and the classes of goods or services. For unregistered marks, describe them clearly enough to leave no ambiguity about what is being assigned.
Absolute transfer clause: The deed must contain a clear statement that the Assignor transfers all of its right, title, and interest in the marks to the Assignee absolutely, including all existing registrations and applications, the right to apply for renewals and extensions, and the right to sue for past and future infringement.
Goodwill clause: For unregistered marks, and as established standards for registered marks, the deed must include the assignment of all goodwill associated with the marks. Without goodwill, unregistered mark assignments are legally ineffective, and registered mark assignments risk being challenged as deceptive.
ATMO recordal obligation: The Assignor should be obliged to cooperate with the Assignee to record the change of ownership at ATMO, IP Australia, promptly after execution.
Assignor warranties: The Assignor must warrant that it is the sole owner, the marks are free from encumbrances, no actions have been taken to invalidate the marks, and there are no pending disputes or oppositions.
GST provision: Where a purchase price is payable, the deed must address GST obligations under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Additional compliance elements for a Trade Mark Assignment Deed (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). Trade Mark Assignment Deed (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/intellectual-property/trademark-assignment-deed-australia
"Trade Mark Assignment Deed (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/intellectual-property/trademark-assignment-deed-australia.
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year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/intellectual-property/trademark-assignment-deed-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
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Frequently Asked Questions
Trade mark assignments in Australia are primarily governed by section 106 of the Trade Marks Act 1995 (Cth), which provides that a registered trade mark is personal property and may be assigned or transmitted like other personal property. The assignment of a registered trade mark must be in writing and signed by or on behalf of the assignor. Once the assignment is executed, the assignee should apply to IP Australia (through the ATMO — Australian Trade Mark Office) to record the change of ownership on the Register of Trade Marks. Under section 111 of the Trade Marks Act 1995 (Cth), an unrecorded assignee may be prejudiced where a third party deals in good faith with the previously registered owner. For unregistered trade marks, the assignment must include the associated goodwill, as unregistered marks are protected through passing off actions under Australian common law and through the misleading and deceptive conduct provisions of the Australian Consumer Law.
Including goodwill in a trade mark assignment is important under Australian law for two key reasons. First, for unregistered trade marks, the mark's protection depends entirely on the goodwill and reputation of the business — without assigning the goodwill, the assignee cannot bring a passing off action and effectively cannot enforce the unregistered mark. Second, for registered trade marks, an assignment without goodwill may be challenged as creating a deceptive mark under section 24 of the Trade Marks Act 1995 (Cth). Where a trade mark is assigned without goodwill and the assignor continues to use a similar mark or business name in the same industry, customers may be confused about the origin of goods or services. Courts have held that assignments of trade marks without goodwill can render the assigned mark deceptive or descriptive. This deed includes an optional goodwill clause that assigns all goodwill associated with the trade mark from the Assignor to the Assignee.
After executing a Trade Mark Assignment Deed, the Assignee must notify IP Australia (ATMO) of the change of ownership to have the register updated. The process involves lodging a 'Change of Owner' request through IP Australia's online portal (the IP Australia Trade Mark application system). The request must identify the trade mark registration number(s), provide the details of the new owner (Assignee), and be accompanied by evidence of the assignment — typically a copy of the executed deed or a certified extract showing the assignment. IP Australia will review the application and, if satisfied, update the Register of Trade Marks to show the Assignee as the new registered owner. There is a fee payable for each trade mark registration updated. Until the register is updated, the Assignor remains listed as the owner on the register, which can create complications in enforcement and licensing. This deed includes a clause requiring the Assignor to cooperate with and assist the recordal process.
Yes. This deed is designed to cover both registered and unregistered trade marks. For registered trade marks, the assignment takes effect under section 106 of the Trade Marks Act 1995 (Cth) and should be recorded at IP Australia. For unregistered trade marks, the assignment transfers the common law trade mark rights along with the associated goodwill, which is the legal basis for enforcing unregistered marks in Australia. Unregistered trade marks in Australia are protected against infringement under the tort of passing off (which requires the mark owner to prove reputation, misrepresentation, and damage) and under the Australian Consumer Law (sections 18 and 29 of the Competition and Consumer Act 2010 (Cth)), which prohibit misleading or deceptive conduct in trade or commerce. For unregistered marks, it is especially important that the goodwill clause is included in the deed to requires the complete transfer of the common law rights.
In most Australian states and territories, standalone transfers of trade marks are not subject to stamp duty. The major states — New South Wales, Victoria, and Queensland — have substantially reformed their stamp duty regimes and do not currently impose duty on transfers of intellectual property such as trade marks. However, where a trade mark assignment forms part of a broader business sale or asset transfer, the total consideration for the transaction may be subject to duty in some jurisdictions. Western Australia and South Australia have their own duty rules and the position should be confirmed with a tax adviser or solicitor. Where the assignment is made without consideration (i.e., as a deed without a purchase price), the duty exposure is typically nil. Parties should seek specific stamp duty advice from a solicitor or tax adviser for the relevant state before executing this deed.
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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