Trademark Assignment - UK


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									Trademark Assignment - UK
This agreement is used where trademarks are assigned by one party to another party.
To be a valid assignment, a trade mark assignment must be in writing and signed by the
assignor. This agreement is specific to United Kingdom and United Kingdom law and it
is intended to be used by parties located in the United Kingdom. This agreement is ideal
for individuals or small businesses that want to assign or received a trademark in the
United Kingdom.
THIS TRADEMARK ASSIGNMENT AGREEMENT (the “Assignment”) is made as of
__________, ___________, by and between;

______________________a company organized under the laws of England and Wales
(registration no.____) with its principal place of business at [individual residing at]
___________________ (“Assignor”) and

_________________ a company organized under the laws of England and Wales
(registration no.____) with its principal place of business at [individual residing at]
______________________ (“Assignee”) (collectively referred to as the “Parties”).


Assignor is the registered owner of the registered trade marks and owns all rights in the
unregistered trade marks as described in Schedule 1 attached hereto and incorporated by
reference herein (the “Trademarks”) and has agreed to assign all those rights to the
Assignee on the terms of this Assignment.

NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:

1. ASSIGNMENT: In consideration of £ ______to be paid [ paid] by Assignee to
Assignor, Assignor hereby sells, assigns, transfers and conveys to Assignee the entire
right, title, interest in and to the Trademarks in the United Kingdom and all jurisdictions
outside the United Kingdom, together with the goodwill of the business connected with
and symbolised by the Trademarks (including, without limitation, the right to renew any
registrations included in the Trademarks, the right to apply for trademark registrations
within or outside the United Kingdom based in whole or in part upon the Trademarks,
any priority right that may arise from the Trademarks and the right to all causes of action,
either in law or in equity, for past, present, or future infringement of the rights to the
Trademarks), the same to be held and enjoyed by Assignee as fully and entirely as said
interest could have been held and enjoyed by Assignor had this sale, assignment, transfer
and conveyance not been made. This Assignment shall exclude the intellectual property
rights listed in Schedule 2 “Excluded Rights” attached hereto and incorporated by
reference herein.

2. ASSIGNOR’S REPRESENTATIONS:                       Assignor represents and warrants to
Assignee that

(i) Assignor is the exclusive and registered owner of the Trademarks;

(ii) Assignor possesses all rights, title and interest in and to the Trademarks;

Trademark Assignment Agreement                                                            1
(iii) Assignor has the right, authority and power to enter into this Assignment;

(iv) Trademarks do not infringe on the rights of any other person or entity and do not
have claims, pending or threatened with respect to Assignor’s rights in the Trademarks,

(v) The rights transferred in this Assignment are free of any lien, licences, encumbrance
or adverse claim.

3. FURTHER ASSURANCES: Assignor further assures that Assignor will co-operate
fully to do all such further acts and things and execute or sign any further documents,
instruments, notices or consents as may be reasonable and necessary or desirable to give
full effect to the arrangements contemplated by this Agreement.

                                 (1)   4. BINDING EFFECT: The covenants and
                                       conditions contained in this Assignment
                                       shall apply to and bind the Parties and the
                                       heirs, legal representatives, successors and
                                       permitted assigns of the Parties.

                                 (2)   5. GOVERNING LAW: This Assignment
                                       shall be governed by and construed in
                                       accordance with the laws of England and
                                       Wales. Any disputes arising from matters
                                       relating to this Agreement shall be
                                       exclusively subject to the jurisdiction of the
                                       courts of England and Wales.

                                 (3)   6.    ENTIRE         AGREEMENT:           This
                                       Assignment constitutes the entire agreement
                                       between the Parties and supersedes any prior
                                       understanding or representation of any kind
                                       preceding the date of this Assignment. There
                                       are no other promises, conditions,
                                       understandings or other agreements, whether
                                       oral or written, relating to the subject matter
                                       of this Agreement. This Agreement may be
                                       modified in writing and must be signed by
                                       both Assignor and Assignee.

7. SEVERABILITY: If any part or parts of this Assignment shall be held unenforceable
for any reason, the remainder of this Assignment shall continue in full force and effect. If
any provision of this Assignment is deemed invalid or unenforceable by any court of

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competent jurisdiction, and if limiting such provision would make the provision valid,
then such provision shall be deemed to be construed as so limited.

IN WITNESS WHEREOF, the parties hereto have executed this Trademark Assignment
Agreement as of the date first above written.



(Position, if applicable)



(Position, if applicable)

Trademark Assignment Agreement                                                       3


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