Trademark Assignment Agreement Transfers ownership of trademarks from one party to another, specifying trademarks, consideration, and warranties.
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.
2.1. 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.
3.1. 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.
4.1. 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.
5.1. 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.
6.1. 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.
7.1. 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]In this Trademark Assignment Agreement, you will see the following sections:
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