Trademark Transfer Agreement for the United States

Trademark Transfer Agreement Template for United States

A Trademark Transfer Agreement is a legal document governed by U.S. federal trademark law (primarily the Lanham Act) and state contract laws, which facilitates the transfer of trademark ownership from one party to another. This agreement covers the assignment of trademark rights, associated goodwill, and any registrations or applications, including provisions for transfer recording with the USPTO. It includes warranties about ownership, validity, and third-party rights, and typically addresses both domestic and international trademark portfolios where applicable.

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What is a Trademark Transfer Agreement?

The Trademark Transfer Agreement is essential when a business wants to sell or transfer ownership of its trademark rights to another entity. This comprehensive document, governed by U.S. trademark laws, ensures proper assignment of trademark rights and associated goodwill, compliance with USPTO requirements, and protection for both parties. It's commonly used in business acquisitions, brand sales, or corporate restructuring, and includes critical details about the marks being transferred, warranties of ownership, and recording requirements. The agreement must comply with the Lanham Act and relevant state laws to ensure enforceability and proper recording with the USPTO.

What sections should be included in a Trademark Transfer Agreement?

1. Parties: Identification of transferor and transferee, including full legal names and addresses

2. Background/Recitals: Context of the transfer, identification of trademarks, and current ownership status

3. Definitions: Key terms including 'Marks', 'Effective Date', 'Goodwill', 'Territory', etc.

4. Transfer and Assignment: Core provisions detailing the transfer of trademark rights and associated goodwill

5. Consideration: Details of payment or other consideration for the transfer

6. Representations and Warranties: Statements regarding ownership, validity, and absence of conflicts

7. Further Assurances: Obligation to execute additional documents and assist with transfer recording

What sections are optional to include in a Trademark Transfer Agreement?

1. Transitional License: Terms for temporary use of marks by transferor when phase-out period is needed

2. Quality Control: Standards for maintaining trademark quality when ongoing relationship exists between parties

3. International Rights: Provisions for foreign trademark registrations when marks are registered in multiple jurisdictions

4. Confidentiality: Terms regarding confidential information when sensitive business information is involved

What schedules should be included in a Trademark Transfer Agreement?

1. Schedule A - Trademark Details: List of all trademarks being transferred, including registration numbers and status

2. Schedule B - Territory: List of countries/regions where marks are registered or used

3. Schedule C - Payment Terms: Detailed payment schedule and methods if applicable

4. Appendix 1 - Trademark Registrations: Copies of trademark registration certificates

5. Appendix 2 - Transfer Forms: Required USPTO or other official transfer documentation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use

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