Trademark Assignment Agreement

This Trademark Assignment Agreement ("Agreement") is entered into on [Date] by and between:

1. Assignor: [Name of Assignor], a company incorporated under the laws of [Jurisdiction], with its principal office at [Address].
2. Assignee: [Name of Assignee], a company incorporated under the laws of [Jurisdiction], with its principal office at [Address].

The Assignor and Assignee are collectively referred to as the “Parties.”

1. Assignment of Trademark

1.1 Assigned Trademark
The Assignor hereby irrevocably assigns to the Assignee all rights, title, and interest in the trademark(s) listed in Exhibit A (the "Assigned Trademark") including:

• The trademark registrations and/or applications listed in Exhibit A.
• All associated goodwill related to the Assigned Trademark.
• Rights to sue for past, present, and future infringements.

1.2 Territory
The Assignment covers all territories where the Assigned Trademark is registered, applied for, or otherwise protected.

1.3 Effective Date
This Assignment shall take effect on [Date] (the "Effective Date").

2. Consideration

2.1 Purchase Price
In consideration for the Assignment, the Assignee shall pay the Assignor the sum of [Amount in Words and Figures], payable via [Bank Transfer/Check/Other Payment Method] on or before [Payment Date].

2.2 Alternative Consideration (Optional)
[Option: In lieu of a monetary payment, the Assignee shall provide the Assignor with [e.g., a percentage of future royalties, equity shares].]

2.3 Payment Confirmation
The Assignor shall provide a receipt acknowledging full payment upon receipt.

3. Representations and Warranties

3.1 By the Assignor
The Assignor represents and warrants that:

• The Assignor is the sole owner of the Assigned Trademark, free from any liens, encumbrances, or third-party claims.
• The Assigned Trademark is valid, enforceable, and in good standing in all jurisdictions listed in Exhibit A.
• No actions or proceedings are pending or threatened that could affect the validity or ownership of the Assigned Trademark.

3.2 By the Assignee
The Assignee represents and warrants that:

• The Assignee has the authority to enter into this Agreement.
• The Assignee shall use the Assigned Trademark in compliance with applicable laws and regulations.

4. Recordation of Assignment

4.1 Filing Responsibility
The Assignee shall be responsible for recording this Assignment with the appropriate trademark offices, including but not limited to:

• The German Patent and Trademark Office (DPMA) for German trademarks.
• The European Union Intellectual Property Office (EUIPO) for EU trademarks.
• The World Intellectual Property Organization (WIPO) for international trademarks under the Madrid System.

4.2 Cooperation
The Assignor agrees to provide any necessary assistance, documents, or signatures to facilitate recordation.

5. Confidentiality

The Parties agree to keep the terms of this Agreement confidential and not disclose them to any third party, except as required by law or for recordation purposes.

6. Indemnification

6.1 By Assignor
The Assignor shall indemnify and hold harmless the Assignee from any claims, damages, or liabilities arising from breaches of the Assignor's representations and warranties.

6.2 By Assignee
The Assignee shall indemnify and hold harmless the Assignor from any claims, damages, or liabilities arising from the Assignee's use of the Assigned Trademark after the Effective Date.

7. Termination and Alternative Approaches

7.1 Termination
This Agreement may be terminated by mutual written consent of the Parties prior to the Effective Date.

7.2 Alternative Approaches (Optional Clauses)
[Option 1: The Parties may agree to a partial assignment, transferring rights only for specific territories or goods/services.]
[Option 2: The Assignor may retain limited rights for specific uses or territories under a reversion clause.]

8. Governing Law and Dispute Resolution

8.1 Governing Law
This Agreement shall be governed by the laws of [Jurisdiction].

8.2 Dispute Resolution
[Option 1: Any disputes arising under this Agreement shall be resolved through arbitration under the rules of [Arbitration Institution].]
[Option 2: The Parties submit to the exclusive jurisdiction of the courts in [Location].]

9. Miscellaneous

9.1 Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings regarding the Assigned Trademark.

9.2 Amendments
No modification of this Agreement shall be valid unless made in writing and signed by both Parties.

9.3 Assignment of Agreement
The Assignee may not assign this Agreement without the prior written consent of the Assignor.

10. Signatures

Assignor:
Name: __________________________
Signature: _____________________
Date: __________________________

Assignee:
Name: __________________________
Signature: _____________________
Date: __________________________

Attachments

• Exhibit A: List of Assigned Trademarks (Registration Numbers, Jurisdictions).
• Exhibit B: Associated Goodwill and Business Information (Optional).
• Exhibit C: Relevant Documentation for Recordation.