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Trademark Assignment Agreement Template

Use our trademark assignment agreement to transfer a trademark to a new owner.

Updated February 5, 2024 Written by Josh Sainsbury | Reviewed by Brooke Davis

A trademark assignment agreement is a written document that transfers a legally recognized word, phrase, symbol, and design (the “trademark”) from the current owner (the “assignor”) to the future owner (the “assignee”).

What Is a Trademark Assignment Agreement?

When is a trademark assignment agreement necessary, consequences of not using a trademark assignment agreement, common situations for using a trademark assignment agreement, what to include in a trademark assignment agreement, changing ownership of federally registered trademarks, trademark assignment agreement sample.

A trademark assignment agreement allows the owner to properly transfer a business’s trademark to another party. Although intangible, a trademark is valuable because customers instantly associate certain qualities with a recognized brand.

The term trademark usually refers to both a trademark and a service mark [1] . Trademarks identify products or goods, while service marks identify services a company provides.

Remember that a  trading name is different from a trademark. A trading name is the actual name under which you conduct your company, while a trademark is some kind of symbol that represents your business.

In addition to words, phrases, or logos, a trademark can include a slogan, scent, logo shape, or a distinctive combination of musical notes. For example, even color can be a trademark if it acts purely as a symbol, according to the 1995 US Supreme Court case Qualitex Co. v. Jacobson Products Co., Inc. [2]

A trademark assignment agreement is commonly used to document a trademark or service mark transfer of ownership. A transfer of ownership is often necessary when another person or organization sells or purchases a product or company.

Two types of trademarks can be transferred:

Without a trademark assignment agreement, there is no clear record of who owns the symbol. Trademarks are often part of a company’s valuable assets and should be treated like property.

Some of the consequences of not using this agreement for both assignors and assignees include the following:

These are some common situations in which a trademark assignment agreement is important:

If you don’t want to transfer complete ownership of the mark, consider a trademark license agreement. A license grants the licensee temporary permission to use the trademark in a limited way. For example, a license allows you to use the trademark for a certain amount of time or a particular use or region of the country.

A simple trademark assignment agreement will identify the following essential elements:

• Effective Date: when the trademark is officially transferred to the new owner
• Trademark: a description of the legally recognized word, phrase, symbol, and/or design, including the official trademark number if the mark has been registered with the US Patent and Trademark Office (“USPTO”)
• Assignor: the current owner giving up ownership of the mark
• Assignee: the future owner giving money to obtain the mark
• Consideration: how much money the assignee is paying for the mark
• Warranties: a guarantee from the assignor that they’re the proper owner and have the authority to transfer the mark
• Signatures: the signatures of the assignor and the assignee
• Notary Public: the agreement should be notarized to maintain its validity

Ask yourself the following questions when creating a trademark assignment agreement:

• Who currently owns the trademark, and who will be the new owner
• What the trademark consists of and any associated registration numbers
• Where any future disputes will be handled (“Governing Law”)
• When the trademark is officially transferred to the new owner
• Why the assignor has the right to transfer the mark and associated goodwill
• How much will the assignee pay to be the new owner of the mark

If the trademark is federally registered, be sure to record the change of ownership with the USPTO Assignment Recordation Branch . A fee of $40 is required to record an assignment based on the USPTO Fee Schedule .

The USPTO Recordation Form Cover Sheet for Trademarks is strongly recommended when submitting your trademark. Additional questions about registering a trademark assignment with the USPTO may be answered by their  Transferring Ownership/Assignments FAQs .

View our sample trademark assignment agreement below so you can get an idea of what it looks like. When you’re ready to create your own, download it in PDF or Word format.

Legal Templates uses only high-quality sources, including peer-reviewed studies, to support the facts within our articles. Read our editorial guidelines to learn more about how we keep our content accurate, reliable and trustworthy.

• United States Patent and Trademark Office. Trademark, patent, or copyright. https://www.uspto.gov/trademarks/basics/trademark-patent-copyright
• United States Supreme Court. Qualitex Co. v. Jacobson Products Co., INC. https://scholar.google.com.tw/scholar_case?case=17905304466595211702&hl=en&as_sdt=6&as_vis=1&oi=scholarr&sa=X&ved=0ahUKEwjo5eKYnKbJAhXIoJQKHZvIDAsQgAMIGygAMAA
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Free Trademark Assignment Agreement Template for Microsoft Word

Download this free Trademark Assignment Agreement template as a Word document to outline transfers and interests in a trademark from one party to another

Trademark Assignment Agreement

This Trademark Assignment (hereinafter referred to as the “Assignment”) is made and entered into on [Insert Date Here] (the “Effective Date”) by and between the following parties:

[Insert Assignor Name] [Insert Assignor Address]

(the “Assignor”)

[Insert Assignee Name] [Insert Assignee Address]

(the “Assignee”)

WHEREAS, the Assignor is the sole and rightful owner of certain trademarks and/or service marks and the corresponding registrations and/or applications for registration (collectively referred to as the Trademarks) set forth in Exhibit A attached hereto; and

WHEREAS, the Assignee desires to purchase or acquire the Assignor’s right, title, and interest in and to the Trademarks; and

WHEREAS, the Assignor and Assignee are both duly authorized and capable of entering into this Assignment.

NOW, THEREFORE, for valuable consideration, the receipt of which is acknowledged, the parties hereto agree as follows:

1. ASSIGNMENT.

The Assignor does hereby sell, assign, transfer and set over to Assignee all of its right, title, and interest in and to the Trademarks in the United States and all jurisdictions outside the United States including, without limitation, the ongoing and existing portion of the Assignor’s business associated with the Trademarks, together with the goodwill of the business connected with and symbolized by the Trademarks (including, without limitation, the right to sue and recover for any past or continuing infringements or contract breaches related to the Trademarks, the right to renew any registrations included in the Trademarks, the right to apply for trademark registrations within or outside the United States based in whole or in part upon the Trademarks, and any priority right that may arise from the Trademarks), the same to be held and enjoyed by Assignee as fully and entirely as said interest could have been held and enjoyed by Assignor had this sale, assignment, transfer and conveyance not been made.

The Assignor authorizes the United States Patent and Trademark Office and any other applicable jurisdictions outside the United States to record the transfer of the registrations and/or registration applications set forth in Exhibit A to Assignee as the recipient of Assignors entire right, title, and interest therein.

Assignor further agrees to upon the request and at the expense of Assignee: (a) cooperate with Assignee in the protection of the trademark rights and prosecution and protection of foreign counterparts; (b) execute, verify, acknowledge and deliver all such further papers, including registration applications and instruments of transfer; and (c) perform such other acts as Assignee lawfully may request to obtain or maintain the Trademarks and any and all applications and registrations for the Trademarks.

2. WARRANTY.

Assignor warrants that Assignor is the legal owner of all right, title, and interest in the Trademarks, that the Trademarks have not been previously pledged, assigned, or encumbered, and that this Assignment does not infringe on the rights of any person.

3. GOVERNING LAW.

This Assignment is governed by and is to be construed in accordance with the laws of the State of [Insert State]

4. ENTIRE AGREEMENT.

This Assignment constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

5. SEVERABILITY.

If one or more provisions of this Assignment are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision will be excluded from this Assignment, (ii) the balance of the Assignment will be interpreted as if such provision were so excluded and (iii) the balance of the Assignment will be enforceable in accordance with its terms.

6. ADVICE OF COUNSEL.

EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

IN WITNESS whereof, the Assignor and Assignee have executed this Agreement as of the Effective Date.

By: ___________________________________ Date: __________________ _________________

[Notary Acknowledgement to Follow]

List of Trademark/Service Mark

Trademark/Service mark: _________________ Registration/Application number: _________________ Dated: _________________

Assignor Acknowledgement

State of _________________ ) County of _________________ )

On ____________________ before me the undersigned Notary Public, personally appeared ____________________________ ASSIGNOR, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within the instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of _________________ that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

________________________________________ (Notary Seal) Notary Public

________________________________________ My commission expires

Assignee Acknowledgement

On ____________________ before me the undersigned Notary Public, personally appeared ____________________________ ASSIGNEE, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within the instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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Trademark assignment agreement template

Transfer trademark rights smoothly with our trademark assignment agreement template, covering ownership transfer, compensation, and legal details.

When businesses transfer ownership of a trademark, they use a trademark assignment agreement. This legal document ensures that the rights to the trademark are legally and properly transferred from one party to another. 

In this detailed guide, we look at the ins and outs of trademark assignment agreements – and how Juro can streamline the process.

What is a trademark assignment agreement?

A trademark assignment agreement is a contract that transfers ownership of a trademark from one party (the assignor) to another (the assignee). This agreement details the rights being transferred, the conditions of the transfer, and any warranties or representations made by the assignor about the trademark.

Trademark assignment agreements are crucial in protecting the interests of both parties and ensuring that the transfer complies with legal requirements. Without such an agreement, the transfer may be legally ineffective – which may lead to legal complications and disputes.

What is the purpose of a trademark assignment agreement?

The primary purpose of a trademark assignment agreement is to transfer the rights and ownership of a trademark legally and clearly. Here’s why it’s essential:

• Legal clarity: It provides a clear record of the transfer, helping to avoid any future disputes about trademark ownership.
• Protects interests: It protects the interests of both the assignor and the assignee by clearly outlining the terms of the transfer.
• Ensures compliance: It ensures that the transfer complies with relevant laws and regulations, preventing legal issues down the line.
• Maintains goodwill: By transferring the trademark along with its associated goodwill, it helps maintain the value and reputation of the brand.

Who manages trademark assignment agreements?

Trademark assignment agreements are typically managed by legal teams or professionals with expertise in intellectual property (IP) law. This may look slightly different, depending on the organization.

Larger companies often have dedicated in-house legal teams that handle IP matters, including trademark assignments. Smaller businesses might rely on external law firms or IP specialists to draft and manage these agreements.

In some cases, commercial or business development teams may handle the initial negotiations and drafting before seeking legal approval. Independent IP consultants or agencies specializing in IP law can also assist in managing trademark assignment agreements.

When are trademark assignment agreements used?

Trademark assignment agreements are used in various situations, including:

• Business acquisitions – when one company acquires another, trademarks are often part of the assets being transferred.
• Rebranding – companies undergoing a rebranding might transfer trademarks to a new entity or a different division within the organization.
• Licensing deals – sometimes, trademarks are transferred as part of broader licensing or partnership agreements .
• Franchising – franchisors may transfer trademarks to franchisees as part of the franchise agreement .
• Mergers – trademarks from both companies may be reassigned to the newly formed entity in a merger.

What should a trademark assignment agreement template include?

A comprehensive trademark assignment agreement template should include the following sections:

Parties involved. Clearly identify the assignor and assignee.

Assignment of rights. Detail the rights being transferred, including the trademark registration number, description and associated goodwill.

Consideration : Specify the payment or consideration for the transfer.

Representations and warranties. Include assurances from the assignor regarding the ownership and validity of the trademark.

Indemnification. Outline the indemnification obligations of both parties.

Limitation of liability. Set limits on the liability of both parties in case of disputes or breaches.

Governing law. Specify the jurisdiction under which the agreement will be governed.

Data privacy. Ensure compliance with data privacy laws, especially if personal data is involved.

Signatures. Include spaces for the signatures of authorized representatives from both parties.

How are trademark assignment agreements usually managed?

Trademark assignment agreements are essential for legally transferring trademark ownership from one party to another. These agreements must be carefully managed to ensure they are legally sound and enforceable. 

Here are the main stages involved and the challenges at each step:

• Drafting the agreement: Creating a thorough yet straightforward agreement is challenging. Legal professionals must include all necessary details while keeping the language clear and updated with current laws.
• Storing and accessing the agreement: Secure storage and easy access are crucial. Ensuring data security and maintaining accurate version control can be difficult and resource-intensive.
• Customization and review: Customizing each agreement for specific transactions requires precision and legal oversight. This process can be time-consuming and prone to errors if not carefully managed.
• Execution: Getting signatures from all parties, whether physically or electronically, can be logistically challenging. Coordinating this process to avoid delays and ensuring the legality of signatures is essential. 

Automate trademark assignment agreements with Juro

Juro's AI-native contract management platform can streamline and improve the typical contract management process for legal and business teams, improving the management of trademark assignment agreements in turn. Here’s how:

Streamlined and compliant drafting

Juro’s platform offers intelligent contract templates that are easily customizable. Legal professionals can use these templates to ensure all necessary details are included, and the language is clear and up-to-date with current laws. 

Juro’s legal AI assistant can suggest improvements and updates to keep the agreements compliant with evolving legal standards, reducing the risk of omissions and errors.

Secure storage and organization

Juro provides a secure, centralized repository for storing and querying contracts at scale. This ensures easy access for all stakeholders while maintaining strict data security protocols. 

With Juro, version control is automated, ensuring that everyone is always working with the most current version of the agreement. This reduces the administrative burden and minimizes the risk of referencing outdated documents.

Easy customization 

Juro's platform allows for easy customization of agreements through intuitive interfaces and smart fields that can auto-populate with relevant information. This reduces manual input errors and speeds up the customization process. 

Seamless collaboration

Juro facilitates collaboration by enabling legal teams to review and comment on agreements directly within the platform, streamlining the review process and ensuring accuracy.

Fast execution

Juro supports eSignatures , making it easy to obtain legally binding signatures from all parties, regardless of their location. The platform ensures that the signing process is secure and compliant with legal standards. Once signed, agreements are automatically organized and stored within Juro, making future retrieval and reference straightforward.

Trademark assignment agreements are essential for legally transferring trademark ownership and protecting the interests of both parties. 

While managing these agreements manually can be challenging, Juro's AI-native contract management platform offers a streamlined, efficient solution. By automating the creation, execution and management of trademark assignment agreements, Juro helps businesses reduce risks, improve operational efficiency and focus on more strategic tasks.

Juro’s AI-native contract automation platform empowers all teams to create, agree, execute and manage contracts up to 10x faster than traditional tools. To find out more, hit the button below to book your personalized demo.

Ready to agree contracts faster?

Juro is the #1-rated contract platform globally for speed of implementation.

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What Is a Trademark Assignment Agreement?

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What Is a Trademark Assignment?

How to record a trademark assignment, trademark assignment agreement template.

• Copyright Law

A Trademark Assignment Agreement is a legal document that allows parties, an assignor and assignee, to record the purchase and sale of a federally registered trademark. This is the document for you if you need to buy or sell a registered trademark or service mark and if you want to remove, add, or change the name of the owner of the mark. Whether your transaction involves a trademark, logo, or service mark, this agreement will help make the transfer of ownership legitimate.

Alternate Name:

• Trademark Assignment Contract.

If you need to transfer an owner's rights, interest, and title of a trademark or service mark, you may download a Trademark Assignment Agreement template below or draft a more personalized document using our online form builder.

A "trademark assignment" means the transferring party (the assignor) transfers to the receiving party (the assignee) the property rights in a trademark or service mark. When you assign the trademark, you also convey the goodwill or business associated with it - a transfer of ownership without goodwill is invalid. A trademark or service mark is a valuable asset and prized possession because it helps the customer to quickly associate specific qualities with a recognizable brand. A proper assignment of trademark will prevent the loss of time, money, and image for both parties .

The assignment of a legally recognized symbol, word, phrase, or design must be done in writing to provide a record of ownership and transfer and protect the rights of both parties in case of a potential dispute or disagreement. To be valid, a Trademark Assignment Agreement has to include the following information:

• Identification. The names of the assignor and the assignee, their addresses, and telephone numbers .
• Trademarked Item. Description of the trademark to be assigned and any relevant registrations or applications for the mark. The assignor transfers to the assignee all the interest in the mark, including the income and royalties payable to the assignor regarding the mark and all rights to sue for the infringement or misappropriations of the mark.
• Warranty. The assignor confirms the legal ownership of all rights, title, and interest in the trademark and certifies that the trademark has not been previously assigned, encumbered, or pledged - that is, the agreement will not infringe on the rights of another individual or entity.
• Purchase Price. Any trademark has a monetary value, so the assignee must pay the assignor a consideration. Before you sell all of your rights in a trademark, make sure this is the best course of action for you and your business - that one-time payment is all that you will receive for the trademark.
• Verification. Signatures of the parties and the actual date of signing.

Both parties are highly encouraged to review the agreement carefully to ensure the inclusion of all relevant deal points - state expressly all the expectations and terms, it is better to be over-inclusive.

You may obtain a notary seal if you wish - the notarization is not strictly required, but recommended. Once the assignment is recorded, the assignee must register it with the U.S. Patent and Trademark Office, otherwise, the agreement will not be effective. You can do it online via the Electronic Trademark Assignment System or by mail - complete the Recordation Form Cover Sheet to transfer ownership and mail it to the Mail Stop Assignment Recordation Branch, Director of the US Patent and Trademark Office, PO Box 1450, Alexandria, VA 22313-1450.

Related Templates and Topics:

• Confidentiality Agreement ;
• Non-Disclosure Agreement ;
• Copyright Infringement Notice .

Download Trademark Assignment Agreement Template

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