Trademark Assignment Agreement
This Trademark Assignment Agreement (the "Agreement") is made and entered into on [Effective Date] by and between
[Assignor Corporate Name], [Assignor Type], incorporated under the laws of [Assignor Incorporation State], having its registered place of business at [Assignor Address], [Assignor City], [Assignor State] [Assignor ZIP], duly represented by [Assignor Legal Rep](the "Assignor"), and
[Assignee Corporate Name], [Assignee Type], incorporated under the laws of [Assignee Incorporation State], having its registered place of business at [Assignee Address], [Assignee City], [Assignee State] [Assignee ZIP], duly represented by [Assignee Legal Rep](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:
SUBJECT OF THE AGREEMENT The subject matter of this Agreement is the assignment and transfer of [Trademark Count] trademark(s), and 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. Trademark description placement: [Trademark Location]. The Trademark is described as follows:
- Trademark name: [Trademark Name]. - Trademark description: [Trademark Description]. - Registration status: [Trademark Status]. - Date of registration: [Registration Date]. - Trademark registration number: [Registration Number]. - Goods and services: [Goods and Services]. - Geographic scope: [Territorial Scope].
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 TERMS
The Assignee agrees to accept the assignment of the Trademark and pay the agreed consideration for it. Transfer type: [Transfer Type].
- Fixed payment: In consideration for the assignment of the Trademark, the Assignee shall pay the Assignor a fixed amount of [Payment Amount] within [Payment Days] working days from the effective date of this Agreement. - Payment method: Payment shall be made by [Payment Method], unless otherwise agreed by both Parties in writing.
- Taxes: The [Tax Responsible Party] shall be solely responsible for any taxes or other charges that may be assessed on payment received under this Agreement.
WARRANTIES AND REPRESENTATIONS
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 Assignee 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 Assignee shall promptly notify the other Party of any claim or action asserted against the Assignor in connection with the Trademark, and the other 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.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of [Jurisdiction State], 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 [Jurisdiction State].
NOTICE
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:
[Assignor Corporate Name], [Assignor Address], [Assignor City], [Assignor State] [Assignor ZIP]. Bank: [Assignor Bank Name], Account: [Assignor Account Number]. Email: [Assignor Email].
If to the Assignee:
[Assignee Corporate Name], [Assignee Address], [Assignee City], [Assignee State] [Assignee ZIP]. Bank: [Assignee Bank Name], Account: [Assignee Account Number]. Email: [Assignee Email].
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.
SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
ENTIRE AGREEMENT
This 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.
AMENDMENTS
This 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 EFFECT
This 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.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the effective date.
THE ASSIGNOR
________________________
Name: [Assignor Legal Rep]
Company: [Assignor Corporate Name]
Email: [Assignor Email]
THE ASSIGNEE
________________________
Name: [Assignee Legal Rep]
Company: [Assignee Corporate Name]
Email: [Assignee Email]
Party 1
________________
Signature
Date: ________________
Party 2
________________
Signature
Date: ________________
What Is a Trademark Assignment Agreement?
A Trademark Assignment Agreement in the United States transfers the assignor's rights or interests to the assignee on the terms it specifies.
The critical legal requirement unique to trademark assignments is the mandatory transfer of goodwill. Unlike patents and copyrights, which can be freely assigned as standalone assets, a trademark cannot be validly assigned apart from the goodwill of the business associated with the mark. An assignment without goodwill, known as an "assignment in gross" or "naked assignment," is void and may result in abandonment of the mark. The Supreme Court established this principle in Marshak v. Green, 746 F.2d 927 (2d Cir. 1984), and it remains a fundamental tenet of trademark law.
Goodwill, in the trademark context, represents the consuming public's association between the mark and the quality, characteristics, and source of the goods or services it identifies. The assignee must receive sufficient assets, knowledge, or ongoing business operations to maintain the continuity of the mark's significance to consumers. This may include product formulas, manufacturing processes, customer lists, supplier relationships, quality control standards, and the right to use the mark on substantially similar goods or services.
When Do You Need a Trademark Assignment Agreement?
A company is acquiring a brand from another business as part of a merger, acquisition, or asset purchase, and the trademark is a key asset in the transaction. A business is selling one of its product lines or divisions, and the associated trademarks must be transferred to the buyer along with the goodwill and business operations.
A trademark owner wants to transfer a mark to a subsidiary, parent company, or affiliated entity as part of a corporate reorganization or IP holding company structure. An individual entrepreneur who registered a trademark in their personal name needs to assign it to the business entity (LLC or corporation) that will operate the brand.
A startup founder is assigning trademark rights developed during the pre-incorporation phase to the newly formed company as part of the initial IP contribution. A franchisor is transferring trademark ownership to a successor entity that will continue to operate the franchise system and maintain quality control over franchisees.
A deceased trademark owner's estate needs to transfer the mark to the heirs or beneficiaries as part of estate administration. A trademark owner is settling an infringement dispute by assigning the mark to the other party as part of a coexistence or settlement agreement.
What to Include in Your Trademark Assignment Agreement
The trademark identification must precisely describe each mark being assigned, including the word mark or design mark, the USPTO registration number and serial number (for registered marks and pending applications), the international classes of goods or services covered, the date of first use and first use in commerce, and any state registrations. For design marks, a specimen or image of the mark should be attached.
The goodwill transfer clause is legally essential. The agreement must expressly state that the trademark is assigned together with the goodwill of the business symbolized by the mark and associated with the goods or services for which the mark is used. Without this clause, the assignment may be held void as an assignment in gross under 15 U.S.C. Section 1060.
The scope of rights transferred must cover the mark itself, all associated registrations (federal, state, and foreign), all pending applications, all common law rights, and the right to sue for past infringement. The agreement should specify whether foreign trademark registrations and applications are included, as international trademark rights are territorial and governed by the laws of each jurisdiction.
Consideration must be stated. For acquisitions, this is typically a monetary payment. For intra-company transfers, it may be nominal consideration or part of a larger corporate transaction. The consideration should be clearly documented to establish the assignment as a binding contract.
The assignor's representations and warranties should confirm that the assignor is the lawful owner of the marks, that the marks are valid and enforceable, that no infringement claims are pending or threatened, that the marks are not subject to any security interests or liens, and that the assignment does not violate any existing license agreements.
USPTO recordation provisions must address the obligation to record the assignment with the USPTO under 15 U.S.C. Section 1060(a)(4). Recording provides constructive notice and protects the assignee against subsequent purchasers. The assignment document submitted for recording must meet USPTO formatting requirements under 37 C.F.R. Section 3.1.
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title = {Trademark Assignment Agreement (United States)},
year = {2026},
howpublished = {\url{https://forms-legal.com/usa/business/intellectual-property/assignment-agreement-trademark}},
note = {Free legal document template. Based on Lanham Act (15 U.S.C. §1051)}
}Also available for these jurisdictions:
Frequently Asked Questions
A trademark assignment agreement transfers ownership of a trademark from the assignor to the assignee, including the goodwill of the business associated with the mark. Unlike a trademark license, which permits use while the owner keeps title, an assignment passes full ownership so the assignee becomes the registered owner and can use, license, and enforce the mark. Under U.S. trademark law, a trademark must be assigned together with the goodwill it symbolizes, because the mark identifies the source of goods or services and cannot be sold apart from the business it represents. The agreement should identify the mark and any registration or application numbers, recite the consideration, and expressly transfer the goodwill. After signing, the assignment should be recorded with the U.S. Patent and Trademark Office to provide public notice. Because a defective transfer can jeopardize the rights, the agreement must include the goodwill language and accurate mark details.
Trademark goodwill must be transferred with the mark because U.S. law treats a trademark as a symbol of the source and reputation of particular goods or services, not as a freestanding asset. An assignment of a trademark without the associated goodwill, called an assignment in gross, is generally invalid, and the assignee may lose the benefit of the mark's priority date or the rights entirely, because consumers would be misled if the mark suddenly identified an unrelated source. To be valid, the trademark assignment agreement should state that the mark is transferred together with the goodwill of the business symbolized by the mark, and the assignee should continue using the mark on substantially similar goods or services. Transferring related business assets, recipes, customer lists, or product lines supports the goodwill transfer. Because the goodwill requirement is fundamental to a valid trademark transfer, omitting it can defeat the entire transaction the assignee paid for.
Recording a trademark assignment with the U.S. Patent and Trademark Office is done through the office's Assignment Recordation Branch, typically using its electronic assignment system, and provides public notice of the change in ownership. The assignee submits the executed assignment agreement or a cover sheet summarizing it, along with the required fee, identifying the mark and its registration or serial number. Recording is important because it establishes the chain of title, and an unrecorded assignment can be void against a later good-faith purchaser who records first. Recording also lets the assignee receive official correspondence and maintain the registration, including filing required maintenance documents in the new owner's name. The assignment must include the transfer of goodwill to be valid. Because the registration must be kept current under the new owner to avoid cancellation, the assignee should record the trademark assignment promptly after signing and update ownership in the USPTO records.
Assigning and licensing a trademark differ in whether ownership changes: an assignment transfers full title to the mark, together with its goodwill, to the assignee, while a license grants permission to use the mark without transferring ownership. After an assignment, the assignee owns the trademark and can use, license, enforce, and renew it, and the assignor retains nothing unless rights are reserved. Under a license, the owner keeps title and the licensee may use the mark only within the agreed scope, and the owner must exercise quality control over the licensee's goods or services, since failure to do so can result in a naked license and loss of rights. An assignment suits a sale of the brand or business, whereas a license fits ongoing use with royalties. Because the choice affects ownership, control, and the obligation of quality control, the parties should select the structure matching their goals and document it carefully.
Engaging a lawyer is advisable for a trademark assignment, because the transfer must include the goodwill, identify the mark accurately, and be recorded properly to protect the assignee. An attorney can confirm that the assignor owns the mark and any registration, draft the agreement to transfer the goodwill of the associated business as U.S. law requires, and ensure the assignment is recorded with the U.S. Patent and Trademark Office to establish the chain of title. Legal help also addresses warranties of ownership, the absence of conflicting claims, and the assignee's obligation to maintain the registration and continue using the mark on similar goods. A defective assignment, especially one that omits the goodwill, can be invalid and cost the assignee the rights they paid for. Because trademark transfers carry formal requirements and lasting value, professional drafting and recording reduce the risk that the assignment fails or the registration lapses under the new owner.
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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