The following are matters to be considered when drafting an Assignment of a Trademark: • Name and address of assignor. • Identification of trademark. • Date and number of United States Patent Office registration or application. • Date and number of state registration or application. • Description of mark. • Name and address of assignee. • Consideration for assignment. • Words of assignment. • All rights of assignor. • Goodwill symbolized by mark. • Interest in certificate of registration or application for registration. • Request that certificate of registration be issued to assignee, if assignment includes application for registration. • Date and place of execution. • Signature of assignor.
Assignment of Trademark This Assignment of Trademarks (this Assignment) is made this the (date), by (Name of Assignor), a corporation organized and existing under the laws of the state of (name of state), with its principal office located at (street address, city, state, zip code), referred to herein as Assignor and (Name of Assignee), a corporation organized and existing under the laws of the state of (name of state), with its principal office located at (street address, city, state, zip code), referred to herein as Assignee. Whereas, Assignor is entering into an Asset Purchase and Sale Agreement (the Purchase Agreement) contemporaneously with the execution of this Assignment; and Whereas, among the assets to be transferred by Assignor to Assignee under the Purchase Agreement are the trademarks and trade dress set forth in Schedule A attached to this Assignment (the Marks); and Whereas, Assignor warrants that it owns all rights, title and interests in the Marks and Assignor desire to assign all rights, title, and interests in and to the Marks to Assignee (All Rights in the Marks). Whereas, Assignee desires to accept Assignment of all rights in the Marks, including the following: U.S. trademark registration listed in the attached Schedule B; U.S. trade dress listed in the attached Schedule C; All the goodwill associated with the use of the Marks in Schedule D; and All other rights, including common-law rights, relating to the Marks to the extent such rights exist. 1. Now, therefore, for good and valuable consideration, receipt of which is acknowledged, Assignor sells, assigns, sets over and transfers to Assignee all rights in the Marks and the goodwill associated with the Marks. 2. The rights of Assignee at common law and to the end of the term or terms of which registration of the Mark may be granted or renewed are to be held and enjoyed by Assignee for Assignee's own use and enjoyment, and for the use and enjoyment of its successors, assigns and other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if this Assignment and sale had not been made; including all claims for royalties for licensing of the Marks and damages by reason of past infringements of the Marks, with the right to sue for and collect the same for its own use and benefit, for the use, benefit and on behalf of its successors, assigns and other legal representatives. 3. Assignor will (i) execute such additional documents as are necessary to defend, register, or otherwise give full effect to and perfect the rights of Assignee to the Marks; and (ii) take such further actions as Assignee may reasonably request in order to register and record this Assignment at the appropriate registries to demonstrate Assignee's title to the Marks. 4. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 5. No Waiver. The failure of either part
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