Narrative. A trademark assignment is recorded with the USPTO (for federal marks) and with the equivalent state office (for state marks). Under the Lanham Act, a trademark can only be assigned “with the goodwill of the business” to which it pertains — an assignment-in-gross is void. This form accomplishes that by (1) naming the marks and registrations with specificity, (2) expressly assigning “together with the goodwill of the business symbolized by the marks,” and (3) requiring the assignor’s cooperation in USPTO recordation. Big-law practice also checks for pending Office Actions, upcoming renewal deadlines, and outstanding licensees before closing.

THIS TRADEMARK ASSIGNMENT AGREEMENT (this “Assignment“) is made as of [DATE] by and between [ASSIGNOR NAME] (“Assignor“) and [ASSIGNEE NAME] (“Assignee“).

1. Assignment

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, Assignor hereby irrevocably assigns, transfers, and conveys to Assignee all right, title, and interest in and to the trademarks, service marks, trade names, logos, and registrations (and applications for registration) set forth on Schedule A (the “Marks“), together with the goodwill of the business symbolized by the Marks, and all rights to sue for and recover damages for past, present, and future infringement, dilution, and unfair competition relating to the Marks.

2. Representations and Warranties

Assignor represents and warrants that: (a) Assignor is the sole owner of the Marks, free and clear of liens and encumbrances; (b) the Marks are valid and subsisting; (c) Assignor has not licensed the Marks to any third party except as disclosed on Schedule B; (d) to Assignor’s knowledge, the Marks do not infringe any third-party rights; and (e) there are no pending or threatened proceedings against the Marks.

3. Recordation

Assignor shall promptly execute any documents (including the USPTO Recordation Form Cover Sheet) reasonably required to record this Assignment with the United States Patent and Trademark Office and any foreign trademark offices in which the Marks are registered.

4. Further Assurances

Assignor shall cooperate with Assignee, at Assignee’s reasonable expense, to execute and deliver such additional documents and take such further actions as may be necessary or desirable to effectuate the assignment of the Marks.

5. Governing Law

This Assignment is governed by the laws of the State of [STATE].

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ASSIGNOR: _________________________ ASSIGNEE: _________________________ Name: Name: Title: Title: Date: Date:

Schedule A — Assigned Marks (list mark, registration number, class, jurisdiction, filing/registration dates) Schedule B — Existing Licenses (if any)

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.