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Trademark Assignment Agreement template
Trademark Assignment Agreement sample


What is Trademark Assignment Agreement?

Trademark Assignment Agreement Transfers ownership of trademarks from one party to another, specifying trademarks, consideration, and warranties.



Sample template:



TRADEMARK ASSIGNMENT AGREEMENT
This Trademark Assignment Agreement ("Agreement") is made effective as of [Date] ("Effective Date"), by and between InnoTech Solutions, a corporation organized and existing under the laws of [State], with its principal place of business at [Address] ("Assignor"), and Revolution Brands Inc., a corporation organized and existing under the laws of [State], with its principal place of business at [Address] ("Assignee").
1. Assignment of Trademark

1.1. Grant of Rights

Assignor hereby sells, assigns, transfers, and conveys to Assignee all rights, title, and interest in and to the trademark "TechGlo" including the registration number 789012 ("Trademark"), together with the goodwill of the business symbolized by the Trademark, and all rights accruing thereunder, inclusive of but not limited to the right to sue for past infringements.

2. Consideration

2.1. Payment Terms

In consideration for the assignment of the Trademark, Assignee shall pay to Assignor the sum of [Amount] USD ("Consideration") within thirty (30) days of the Effective Date of this Agreement. The Consideration shall be deemed fully earned upon payment and non-refundable for the permanent assignment of the Trademark.

3. Warranties of Assignor

3.1. Ownership and Authority

Assignor warrants that it is the sole owner of the Trademark and that it has the full right and authority to assign the Trademark as provided in this Agreement and that the Trademark does not infringe the rights of any third parties.

3.2. Freedom from Encumbrances

Assignor further warrants that the Trademark is free from any encumbrances, liens, or any legal limitations on the right of assignment, and that the Assignor has not done anything to jeopardize, limit or encumber the rights conveyed herein.

4. Assignee's Acceptance and Limitations

4.1. Inspection and Acceptance

Assignee acknowledges that it has inspected the Trademark to its satisfaction and accepts the assignment of the Trademark subject to all terms and conditions of this Agreement.

4.2. Limitations on Use

Assignee agrees not to use, or permit the use of, the Trademark in any manner that would diminish its value or harm the reputation of the Trademark as previously maintained by Assignor.

5. Recording of Assignment

5.1. Legal Formalities

Assignee undertakes to record this trademark assignment with the United States Patent and Trademark Office (USPTO) at Assignee's expense, and Assignor agrees to provide reasonable assistance to facilitate the recording.

6. Indemnification

6.1. Indemnity by Assignor

Assignor shall indemnify and hold harmless Assignee from all and any claims, damages, liabilities, costs, and expenses arising out of any breach of the representations and warranties made by Assignor herein.

6.2. Indemnity by Assignee

Assignee shall indemnify and hold harmless Assignor from all claims, damages, liabilities, costs, and expenses arising out of the Assignee's use of the Trademark subsequent to the Effective Date of this Agreement.

7. General Provisions

7.1. Governing Law

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the United States and the state in which Assignor has its principal place of business, without giving effect to any choice of law or conflict of law principles.

7.2. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

7.3. Modification

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

7.4. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

7.5. Notices

Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.

7.6. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Trademark Assignment Agreement as of the Effective Date first above written. ASSIGNOR: ASSIGNEE: [Assignor’s Name] [Assignee’s Name] By: ______________________________ By: ______________________________ [Authorized Signature] [Authorized Signature] [Title] [Title] [Date] [Date]

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Common Sections of a Trademark Assignment Agreement


In this Trademark Assignment Agreement, you will see the following sections:

  1. Assignment of Trademark
  2. Consideration
  3. Warranties of Assignor
  4. Assignee's Acceptance and Limitations
  5. Recording of Assignment
  6. Indemnification
  7. General Provisions


Going indepth - Summary of each section:

  1. Assignment of Trademark : This section explains that the Assignor (InnoTech Solutions) is transferring all rights, title, and interest in the "TechGlo" trademark to the Assignee (Revolution Brands Inc.), including the right to sue for past infringements.

  2. Consideration : In exchange for the trademark assignment, the Assignee agrees to pay the Assignor a specified amount of money within 30 days of the agreement's effective date. This payment is non-refundable.

  3. Warranties of Assignor : The Assignor guarantees that they are the sole owner of the trademark, have the authority to transfer it, and that the trademark does not infringe on any third-party rights. They also warrant that the trademark is free from any legal limitations or encumbrances.

  4. Assignee's Acceptance and Limitations : The Assignee acknowledges that they have inspected the trademark and accept it under the agreement's terms. They also agree not to use the trademark in a way that would harm its value or reputation.

  5. Recording of Assignment : The Assignee is responsible for recording the trademark assignment with the United States Patent and Trademark Office (USPTO) at their expense. The Assignor agrees to provide reasonable assistance in this process.

  6. Indemnification : Both parties agree to indemnify and hold each other harmless from any claims, damages, or expenses arising from breaches of their respective warranties or from the Assignee's use of the trademark after the agreement's effective date.

  7. General Provisions : This section covers various legal aspects of the agreement, such as governing law, the entire agreement clause, modification procedures, binding effect, notice requirements, and the option to execute the agreement in counterparts.

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