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Trademark Assignment Agreement

This Agreement is entered by and between Jonas Adam, individually or collectively as the "Signee" and Jane Smith, as the "Signer", together referred to as the "Parties".
The Contract is dated [the date both parties sign].

1. Agreement terms

The Parties agree that the following agreement is dependent on the terms presented as follow:

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Trademark Assignment Agreement

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What is a Trademark Assignment Agreement?

A Trademark Assignment Agreement is a formal written contract that will transfer a "Trademark" (whether that is a phrase, symbol, word, or design) from its current owner to a future owner. This is a legally binding transfer.

A trademark is a very valuable thing to own because it becomes something that people will instantly associate with a recognized brand. This agreement will essentially transfer all the recognition, reputation, and amassed goodwill from one business to another party.

Trademark is often used in reference to both a trademark and also a service mark. The difference is that trademarks are used to identify goods and products, and service marks are used in reference to services a business provides, such as those sold or provided by a vendor. Consequently, Chili's is a service mark because the restaurant serves food, but a Bloomin' Onion is a trademark because it is a specific good.


What should a Trademark Assignment Agreement template include?

A sample Trademark Assignment Agreement template makes it very easy for you to draft your legal document. It will contain the date that the trademark transfer is effective, which is the date that ownership will officially be transferred to the new owner. 

These Trademark Assignment Agreement templates should also contain the trademark itself. This should describe the word, symbol, phrase, or design that is legally recognized as a trademark. This description should include the trademark number that was officially assigned if the trademark was registered with the U.S. Patent and Trademark Office

The sample Trademark Assignment Agreement also needs to name both the Assignor and Assignee. The Assignor is the current owner of the trademark. They will be giving ownership to the Assignee. This person is the one who is paying money to obtain the mark and will become the new owner. 

It should also mention the price of the trademark sale. This is formally known as the Consideration. Any Warranties that are part of the agreement also need to be placed in the Trademark Assignment Agreement. Warranties are the guarantee that the Assignor is, in fact, the legal and true owner of the trademark and that they have all legal authority to transfer the ownership of the trademark. 

The document will need to be signed by both the Assignor and the Assignee. The signatures need to be witnessed and notarized by a certified Notary Public in order to make the Trademark Assignment Agreement a legally binding agreement. This is especially necessary if you intend to take your trademark and register it globally once purchased. 


What isn’t included in the Trademark Assignment Agreement?

You want to avoid miscommunication and mistakes because this is a vital part of the transaction. Remember that registering a trademark is not the same thing as registering the trade name of a product or service. These are separate processes and the Trademark Assignment Agreement does not address the trade name. 

Trademarks can include more than just logos and phrases or words. Remember that a trademark can also be a name, a scent, a slogan, or even the shape of a container or product. This can even be a specific and distinct melody or pattern of musical notes. Even colors can be trademarked if they are purely a symbol. This was legalized in the 1995 US. Supreme Court case Qualitex Co. v. Jacobson Products Co., Inc.


What else is this document called?

This assignment is also known by a few other names. If you are doing business and other parties refer to the Assignment of Intellectual Property Rights Agreement, the Intellectual Property Assignment (IP), the Trademark Purchase and Assignment Agreement, the Assignment and Transfer Agreement, or the Transfer of Trademark Rights, they are referencing the same document. These are all other names that the Trademark Assignment Agreement is known by. This agreement could also be part of, or complement, agreements that formalize a business relationship, such as a joint venture agreement.


No matter what the Trademark Assignment Agreement is called, it is critical to protecting your interests. (Source)


When do I need a Trademark Assignment Agreement?

You will need a sample Trademark Assignment Agreement template any time that you want to transfer the ownership of a service mark or trademark from one party to another. The Trademark Assignment Agreement is the legally binding document that makes the transfer official and legally binding and sets forth the terms of the purchase. 

You will need a Trademark Assignment Agreement template to help you any time that you are transferring ownership. This usually happens when a company is being purchased or sold, or when a company is selling one of their products to another person, organization, or business entity. 

There are a couple of types of trademarks that can be transferred. On a federal level, a federally registered trademark uses a symbol to designate the trademark. These are usually displayed with a ® or an ( R ).  These trademarks have been legally registered with the U.S.  Patent and Trademark Office (USPTO). When you have formally registered with the USPTO, you have extra rights because you have made the ownership of your trademark public and provided legally binding notice of ownership. These marks will all appear in the USPTO’s Trademark Electronic Search System for anyone who wants to look that information up online.

A common law trademark can also be transferred and become legally binding. These are unregistered trademarks. These symbols use ™ or ( TM ) to denote their status as a trademark. If it is a service mark, then they are notated using (SM). On occasion, the SM will also appear in the same small, elevated letters that TM shows. Generally speaking, a logo or the name of a brand will become automatically protected as soon as a company uses the mark during their commerce. This affords some rights if someone tries to take it, but will not have as many formal legal protections as a registered trademark would get. 


What happens if I don’t use a Trademark Assignment Agreement to formalize the sale?

There are some very big consequences associated with neglecting to formalize the sale of this agreement. Without the Trademark Assignment Agreement, there won't be a paper trail or any clear legal record of the current trademark owner. Because these are extremely valuable assets, they should be protected. 


Both parties benefit from a formal Trademark Assignment Agreement. (Source)


Assignors will lose the time they spent establishing the mark and transferring it. They will waste money if another business uses the mark without paying you for that right. They could also suffer if the public’s goodwill disappears as a result of being confused about the product’s ownership. 

Assignees will end up having a lot more difficulty proving that the trademark was transferred and they are legally allowed to use it and retain ownership. They could lose the money that they paid for the mark and lose even more money by not being allowed to capitalize on the usage of the mark. They will also not be allowed to register federally or globally without irrefutable proof of their ownership of the mark.