What Is a Trademark Assignment Agreement?
A trademark assignment agreement is a legal contract that transfers ownership of a trademark from one party to another. Once it’s signed, the new owner gains full rights to the mark. A trademark isn’t just a name. It can include a logo, slogan, or other brand identifiers tied to specific goods or services. The new owner takes over how the brand is used, managed, and protected.
Include the trademark’s goodwill with the transfer. That means passing along the brand’s reputation and customer recognition connected to the mark. If you leave goodwill out, the assignment becomes an “assignment in gross” under 15 U.S. Code § 1060 and can be invalid. In some cases, the trademark may even be treated as abandoned.
When Do You Need a Trademark Assignment Agreement?
Use this agreement when a trademark is moving from one owner to another, and you need to make that transfer official. You’ll need one when you:
- Sell a business or brand
- Buy or acquire a trademark
- Move a trademark to a new entity (like an LLC)
- Update ownership after a partner leaves
If you haven’t started using the trademark yet, you can still file on an intent-to-use basis to reserve your rights. That helps secure your position early, but it doesn’t replace the need to document who owns the trademark once it changes hands.
For example, if a partner leaves and takes the brand without a formal transfer, you may not be able to update ownership records or move forward with a sale. A clear agreement keeps the transfer documented and usable.
Risks of Not Using a Trademark Assignment Agreement
- Ownership isn’t clear
- Harder to protect your trademark
- Transfer may not be valid without goodwill
- Someone else could claim rights if it’s not recorded
What to Include in a Trademark Assignment Agreement
To transfer a trademark properly, your agreement needs to clearly show who’s involved, what’s being transferred, and when it takes effect. Missing details can make it harder to prove ownership or record the transfer. Make sure you include:
- The full legal names of the assignor and assignee, and whether each is an individual or a business.
- The type of mark, for goods or services.
- The exact name of the mark and what it’s used for.
- The registration status, including whether it’s registered or pending, and the registration number if available.
- The payment terms, or a note that no payment is involved.
- An optional statement confirming the assignor owns the mark and can transfer it.
- The governing law and effective date.
- Signatures from both parties.
These details confirm the transfer and help prove ownership when you register, license, or enforce the trademark. Legal Templates helps you cover each section so your agreement is complete and ready to use.
Notarization is usually not required. A signed written agreement is typically enough to make it valid.
Do You Need to File a Trademark Assignment With the USPTO?
You don’t have to file a trademark assignment with the USPTO for it to be valid. But you should if you want to protect your ownership. Recording puts your ownership on the public record, which helps show you’re the current owner and lowers the risk of someone else claiming the same trademark.
If you don’t record it, a later buyer could claim rights without knowing about your transfer. That can make ownership harder to prove if there’s an issue.
You can record the assignment through the USPTO Assignment Center. Try to do it within three months of signing, since that helps protect your ownership if someone else later claims the same mark. Recording it early gives your transfer priority over any later conflicting ones.
Sample Trademark Assignment Agreement
View a completed sample to see how trademark details, transfer terms, and signatures come together in a finished agreement. Then customize and download your own version in Word or PDF.
