Trademark Assignment Template, Free Download 2026

This Trademark Assignment Agreement (the "Agreement") is entered into as of [____________] (the "Effective Date") by and between [____________] ("Assignor") and [____________] ("Assignee"). Each Party represents that it has the full legal authority and capacity to enter into and perform its obligations under this Agreement.

Assignor is the owner of the trademarks, service marks, and associated registrations identified in this Agreement and desires to assign all right, title, and interest therein to Assignee. Assignee desires to acquire such rights, together with the goodwill of the business associated therewith, upon the terms and conditions set forth herein.

The trademarks and service marks subject to this Assignment (collectively, the "Marks") are described in Exhibit A attached hereto, which shall include for each Mark: (a) the word mark or design description; (b) the applicable registration number or application serial number, if any, with the United States Patent and Trademark Office ("USPTO") or any foreign trademark registry; (c) the international classes of goods and services covered; and (d) any state trademark registrations.

The assignment of the Marks includes all common-law trademark rights, all intent-to-use applications filed under Section 1(b) of the Lanham Act, 15 U.S.C. § 1051(b), all rights of priority, all foreign trademark registrations and applications, and all trade dress and design elements associated with the Marks. Assignor shall deliver to Assignee copies of all registration certificates, prosecution files, specimens of use, and related documentation.

Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, its successors, and assigns, the entire right, title, and interest in and to the Marks, including without limitation all rights under the Lanham Act, 15 U.S.C. §§ 1051 et seq., all state trademark statutes, common law, and all corresponding rights under foreign trademark laws and international treaties, for use in connection with all goods and services for which the Marks are registered or used.

The assignment includes all causes of action and rights of recovery for past, present, and future infringement, dilution, unfair competition, or misappropriation of the Marks, including all rights to collect damages, profits, and attorneys' fees under 15 U.S.C. §§ 1114, 1117, and 1125, and the right to seek injunctive relief in any court of competent jurisdiction.

The assignment of the Marks includes the goodwill of the business symbolized by and associated with the Marks, as required under Section 10 of the Lanham Act, 15 U.S.C. § 1060. Assignor acknowledges that an assignment of a registered trademark without the goodwill associated therewith is void and of no effect, and Assignor intends by this Agreement to convey the Marks together with the entire goodwill of the business connected with the use of and symbolized by the Marks.

Assignor shall cooperate with Assignee to ensure continuity of the quality standards associated with the Marks during any transition period. Assignor shall not, following the Effective Date, use the Marks or any confusingly similar marks in commerce or take any action that would diminish, tarnish, or otherwise impair the goodwill associated with the Marks.

In consideration of the assignment of the Marks and associated goodwill, Assignee shall pay Assignor the sum of [$__________] (the "Purchase Price"), payable in the manner and on the schedule set forth in Exhibit B. The Purchase Price represents the agreed-upon fair market value of the Marks and constitutes the entire consideration for the assignment.

Assignor acknowledges receipt of good and valuable consideration, the sufficiency of which is hereby acknowledged, and agrees that no additional compensation, royalties, or fees of any kind shall be due in connection with Assignee's use, licensing, or exploitation of the Marks following the Effective Date.

Assignor represents and warrants that: (a) Assignor is the sole and exclusive owner of the Marks and all associated goodwill; (b) the Marks are valid, subsisting, and enforceable; (c) no third party has any right, title, interest, lien, or encumbrance in or to the Marks; (d) there are no pending or threatened oppositions, cancellation proceedings, or infringement actions relating to the Marks before the USPTO Trademark Trial and Appeal Board or any court; and (e) Assignor has not granted any license, consent, or permission to any third party to use the Marks that has not been disclosed in writing to Assignee.

Assignor further warrants that the Marks do not infringe upon the trademark, service mark, trade name, or other intellectual property rights of any third party, and that the use of the Marks as currently conducted does not constitute unfair competition or dilution under federal or state law. Assignor shall indemnify Assignee against all losses arising from any breach of the representations and warranties set forth in this Article 6, subject to the indemnification procedures set forth herein.

Assignor shall execute and deliver to Assignee, concurrently with the execution of this Agreement, all instruments and documents necessary to record the assignment of the Marks with the USPTO pursuant to 15 U.S.C. § 1060 and with any applicable foreign trademark registries. Assignee shall be responsible for all recording fees and costs associated with such filings.

Assignor shall cooperate with Assignee in preparing and filing any additional assignments, powers of attorney, declarations of use, renewal applications, or other documents as may be necessary to maintain, protect, and enforce the Marks in any jurisdiction. Assignor's obligations under this Section 7.2 shall survive the termination or expiration of this Agreement.

Each Party agrees to execute, acknowledge, and deliver such further instruments and to take such other actions as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement. Without limiting the foregoing, Assignor shall promptly execute any short-form assignment, affidavit, or declaration required by the USPTO or any foreign trademark office to effectuate the transfer of the Marks.

In the event Assignor fails or refuses to execute any document required under this Article 8 within fifteen (15) days of written request, Assignor hereby irrevocably designates and appoints Assignee as Assignor's attorney-in-fact, coupled with an interest, with full power and authority to act on Assignor's behalf for the limited purpose of executing and recording such documents.

This Agreement shall be governed by and construed in accordance with the Lanham Act, 15 U.S.C. §§ 1051 et seq., and, to the extent not preempted by federal law, the laws of the State of [____________], without regard to its choice-of-law provisions. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in [____________], and each Party irrevocably submits to the personal jurisdiction of such courts.

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless set forth in a writing signed by both Parties. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time.