Define: Additional Marks

What Additional Marks means in a contract

Additional Marks is a catch all term for the trademarks, logos, trade names, and other brand identifiers a business uses that are not already itemized elsewhere in the agreement. It commonly captures unregistered, common law marks that carry goodwill even without a formal registration. The purpose of the phrase is completeness: it ensures that when a business changes hands or licenses its brand, no valuable identifier is accidentally left behind.

How it is defined

Contracts usually pair a defined list of principal marks with an Additional Marks provision that sweeps in everything else in a stated category, for example all marks used in the business as at the completion date. The definition may be tied to a schedule that can be updated, or drafted broadly enough to capture marks the parties have not individually identified. In a business acquisition agreement, this matters because buyers want assurance that the brand they are paying for transfers in full, including signage, product names, and related identifiers that never made it onto a register.

Where the term appears

The term appears in acquisition, sale, and licensing agreements, and in intellectual property assignments. It is especially important in a business purchase agreement, where the value of the deal often lies as much in brand recognition as in physical assets. Poorly captured marks can leave a buyer exposed to a seller continuing to use a name, or unable to defend a mark it believed it owned.

Why the exact wording matters

Trademark rights, especially common law rights, arise from use rather than from a certificate, so a definition that only lists registered marks will miss real value. If Additional Marks is drafted too narrowly, unregistered brand assets may fall outside the transfer and remain with the seller. If it is drafted too broadly, it may inadvertently sweep in marks the seller intended to keep for another business line. The wording should also make clear that the transfer carries the associated goodwill, since a mark separated from its goodwill can be difficult to enforce under the law governing the contract.

Drafting considerations

• Define the category clearly, so the sweep captures unregistered and common law marks without ambiguity.
• Tie the definition to a completion date or a schedule that reflects the marks actually in use.
• Confirm that goodwill transfers with each mark, not just the mark itself.
• Carve out any marks the seller intends to retain, to avoid an unintended transfer.
• Include warranties about ownership and non infringement, and align them with the law governing the contract.

Handled well, the term protects the true brand value in a deal. Reviewing a transaction, in-house legal teams rely on it to make sure the identifiers customers actually recognize are captured, treating the Additional Marks definition as a due diligence checkpoint rather than boilerplate.