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Trademark Assignment Agreement
Transfers ownership of one or more trademarks (and their registrations/applications) from one party to another, with the goodwill required to make the transfer valid.
What is a Trademark Assignment Agreement?
A Trademark Assignment Agreement is the instrument that transfers ownership of one or more trademarks (and their registrations/applications) from one party to another, with the goodwill required to make the transfer valid.
Built for anyone buying or selling a brand, moving a mark from a founder to the company, or transferring marks in an acquisition or restructuring.
Trademark Assignment Agreement template, current for 2026
The form bakes in the rule that a trademark can only be assigned with its goodwill (a bare assignment is void), the intent-to-use anti-trafficking restriction on assigning 1(b) applications, USPTO electronic recordation guidance, and current representations covering domain names, social handles, and the brand assets that travel with the mark. It is written in plain language throughout.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Trademark Assignment Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Who is the ASSIGNOR (the current owner transferring the trademarks)? This is the party that currently owns the marks and is selling or otherwise conveying them. We capture legal name, entity type, and address so the assignment names the owner of record.
- Who is the ASSIGNEE (the party receiving ownership of the trademarks)? This is the buyer or transferee who will become the new owner of record. The USPTO and the world need to know exactly who now holds the marks.
- What is the effective date of this assignment? The date ownership transfers. This anchors the recitals, the operative grant, and the date the USPTO recordation should reflect.
- Which U.S. state's law governs this agreement? Trademark rights are federal, but the contract itself (interpretation, remedies, warranties) is governed by a chosen state's law. This drives the governing-law and venue clauses.
- In what context is this assignment being made? The reason for the transfer changes the recitals and whether consideration is monetary. A standalone sale reads differently from an intra-company transfer or an assignment inside a larger asset purchase.
- How is the Assignor being compensated? Consideration must be stated for the agreement to be enforceable. Even a nominal amount or 'other good and valuable consideration' works, but we should state it accurately.
- What is the purchase price for the trademarks? The dollar amount the Assignee pays. Stating the sum makes the consideration concrete and supports enforceability.
- What is the name and date of the separate agreement governing consideration? When payment lives in a master deal document, we reference it so this assignment implements the consideration already agreed there.
- List each trademark being assigned (mark text, and any design description). This is the core of what's transferred. List every mark by its exact wording and, for logos, a short design description. If there are many, we can reference an attached Schedule A.
- Do you want the marks, registrations, and applications itemized on an attached Schedule A? For several marks, a schedule keeps the body clean and lets you list registration numbers, application numbers, classes, and jurisdictions precisely. The USPTO recordation cover sheet also expects this detail.
- List any issued trademark REGISTRATIONS (registration number, jurisdiction, class). Registrations are the most valuable part of the estate. Exact numbers let the USPTO record the assignment against the correct registration and confirm chain of title.
- List any pending trademark APPLICATIONS (serial number, jurisdiction, filing basis). Pending applications transfer too. Intent-to-use (Section 1(b)) applications have special rules, so we need to know which are ITU to draft the assignability limitation correctly.
- Are any of the applications filed on an intent-to-use (Section 1(b)) basis with no filed use? Under 15 U.S.C. 1060(a), an ITU application generally cannot be assigned before an amendment/statement of use is filed, EXCEPT to a successor to the ongoing business. We add the required successor-to-the-business language when this is true.
- Which related brand assets, if any, should transfer along with the marks? Buyers usually want the whole brand, and the registrations are only part of it. Selecting these adds language transferring domains, social handles, and common-law rights so nothing is stranded with the seller. Goodwill is always included because the Lanham Act requires it.
- List the domain names being transferred. We name each domain so the Assignor's obligation to initiate registrar transfer is specific and enforceable.
- List the social media handles/accounts being transferred. Handles aren't 'property' in the trademark sense, but the Assignor can agree to relinquish and hand over control. Listing them makes that duty concrete.
- What level of ownership representations and warranties should the Assignor give? A buyer wants assurance that the seller owns clean, unencumbered marks that do not infringe others. The level of warranty is a negotiated risk allocation. Full reps favor the buyer; limited or as-is favors the seller.
- Include a 'further assurances' covenant (Assignor agrees to sign USPTO recordation forms and future documents)? Recording the assignment at the USPTO and foreign offices often needs additional signatures later. This covenant obligates the Assignor to cooperate so the Assignee can perfect and record title.
- Grant the Assignee a limited power of attorney to execute recordation documents if the Assignor fails to cooperate? A backstop. If the seller will not sign later paperwork, the buyer can act as attorney-in-fact to record title. Buyers value this; some sellers resist it.
- Does the Assignor need a limited license back to use the marks during a transition (e.g., to sell off existing inventory)? Sometimes the seller must keep using the brand briefly to wind down. A short license-back avoids the seller infringing the marks it just sold. Skip if there's a clean cutover.
- How many days should the transitional license back last? The wind-down window. Long enough to sell existing branded inventory, short enough to protect the buyer's new ownership.
- Who pays the costs of recording the assignment (USPTO and foreign office fees)? Recordation has real fees, especially across multiple jurisdictions. Allocating this avoids a later dispute over who foots the bill.
- Include an indemnification clause (Assignor covers losses from breach of its warranties / pre-closing infringement)? Indemnification gives the buyer a remedy if a warranty proves false or a third party claims the seller's pre-transfer use infringed. Its presence and scope is a major negotiation point.
- How should disputes be resolved? Sets how the parties resolve disputes, in court or by arbitration, and where. This drives the dispute-resolution and venue boilerplate.
- Which arbitration organization and seat should apply? Names the administering body and location so the arbitration clause is self-executing.
- Name and title of the person signing for the Assignor. The signature block needs the authorized signatory. For an individual owner, use their own name.
- Name and title of the person signing for the Assignee. The authorized signatory for the receiving party, so the execution block is complete.
- Include notary acknowledgment blocks (recommended for USPTO/foreign recordation)? Notarization isn't strictly required to record at the USPTO, but it strengthens authenticity and is often required by foreign registries. Include if you expect international recordation.
Frequently asked
About the Trademark Assignment Agreement and how HDAi works.
What is a Trademark Assignment Agreement? +
A Trademark Assignment Agreement is the instrument that transfers ownership of one or more trademarks (and their registrations/applications) from one party to another, with the goodwill required to make the transfer valid. Anyone buying or selling a brand, moving a mark from a founder to the company, or transferring marks in an acquisition or restructuring uses it.
Is HDAi's Trademark Assignment Agreement legally binding? +
The Trademark Assignment Agreement HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Trademark Assignment Agreement? +
You can generate and download the Trademark Assignment Agreement in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Trademark Assignment Agreement current for 2026? +
The form bakes in the rule that a trademark can only be assigned with its goodwill (a bare assignment is void), the intent-to-use anti-trafficking restriction on assigning 1(b) applications, USPTO electronic recordation guidance, and current representations covering domain names, social handles, and the brand assets that travel with the mark. It is written in plain language throughout.
How long does the Trademark Assignment Agreement take? +
Estimated time about 14 min (28 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Trademark Assignment Agreement work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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