Lawrina’s trademark assignment agreement template contains several standard sections and clauses. Each clause deals with specific aspects of the trademark transfer. Consider the following parts to include in your agreement.
The trademark assignment agreement form will have an introduction, an overview of the entire agreement that also introduces key sections of the contract. A trademark assignment agreement sample provides a simple and concise intro as a starting point.
The recitals are like a preamble of the trademark assignment agreement. They provide the general background and purpose of the agreement. This section also gives details about the parties and the trademark being assigned. A trademark assignment agreement form will have space for the appropriate details.
Assignment of Marks
This section of the trademark assignment agreement is for the trademark that is being assigned. This includes the names of the trademark being transferred, its registration details, the design or logo, and any other related information.
The consideration is the value or benefit that the assignee offers to the assignor for the trademark rights. Therefore, this must be included in the trademark assignment agreement. In this section, the parties will describe the monetary consideration, equity, or any other asset of value that is being given in exchange for the trademark. The details in this part of the agreement must clearly reflect what is being offered and what is being received, including deposits, payments, and due dates as applicable.
Representations and Warranties
To ensure the validity of the trademark ownership, the assignor must guarantee that the trademark is authentic and free from all risk or liability. Therefore, the trademark assignment agreement template has space to state all the warranties expressed by the assignor to the agreement.
Representations and Warranties
The assignee also must provide representations and warranties. For example, in the trademark assignment agreement, the assignee must attest to having the capacity to receive and use the trademark being assigned.
No Early Assignment
In the trademark assignment agreement, it is necessary to conclude all approvals and formalities before signing to prevent the inchoate transfer of trademark ownership. This clause states that the assignment or transfer will only take effect when the transaction is concluded between the parties.
This section deals with relevant documentation that must be provided to facilitate the transfer of the trademark. These include all the trademark certificates, documents, or other relevant records on the trademark. The trademark assignment agreement template will give an insight into the necessary documents.
No Further Use of Marks
In order to avoid confusion in the market, the assignor must agree, using the trademark agreement form, not to use the transferred trademarks after the assignment. In some cases, certain continued use is permitted and will be detailed in the contract.
As mentioned earlier, this section of the trademark assignment agreement covers which party will bear what liabilities should certain situations arise. Also included may be notes to help the parties prevent certain losses rather than simply the details of financial recovery.
Successors and Assigns
Included in the trademark assignment agreement template will generally be a statement permitting the assignee’s successors, assigns, or designated representatives to transfer the trademark ownership rights.
No Implied Waiver
A party to the trademark assignment agreement cannot imply a waiver where there is a failure to exercise a right under the contract. In other words, the failure of a party to exercise a right cannot be interpreted as the party’s forsaking the right.
In the trademark assignment agreement template, this part provides the procedures, duration, form, and manner of notice required when vital information is to be communicated between the parties.
This part of the trademark assignment agreement form stipulates the law under which the agreement will be governed. Except as agreed by the parties, this is usually the jurisdiction in which the trademark was registered.
In this section, the parties may agree to several counterparts of the trademark assignment agreement that may be executed. They may also note whether electronic signatures will be considered valid.
In the event that any part of the agreement is later considered unenforceable, the parties agree to sever that part from the whole so that it will not invalidate the other parts of the agreement.
By including this clause in the trademark assignment agreement, the assignor and assignee confirm that the document constitutes the entire legally binding agreement between the parties.
List of Trademarks
A schedule or appendix that outlines all the trademarks included in the agreement may be added for easy reference. A carefully drafted trademark assignment agreement template will include space for this information.