Trademark Assignment Agreement

# Trademark Assignment Agreement This **Trademark Assignment Agreement** (this "Agreement"), effective as of the date of last signature (the "Effective Date"), is entered into by and between: **Assignor:** ___________, ___________ ___________ ("Assignor"); and **Assignee:** ___________, ___________ ___________ ("Assignee"). Each is a "Party"; together they are the "Parties." ## Recitals WHEREAS, Assignor is the owner of the Marks (as defined below) and all goodwill associated therewith; WHEREAS, Assignee desires to acquire, and Assignor desires to assign and transfer to Assignee, all right, title, and interest in and to the Marks together with the goodwill of the business symbolized thereby, on the terms set forth herein; WHEREAS, the Parties agree that the assignment of the Marks includes the portion of Assignor's business associated with the Marks, to satisfy the goodwill requirement under applicable trademark law; NOW, THEREFORE, in consideration of the Assignment Price and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows. ## 1. Definitions 1.1 **"Marks"** means the trademarks, service marks, trade names, logos, and trade dress described in **Exhibit A**, including all federal registrations and applications, state registrations and applications, foreign registrations and applications, and common law rights listed therein, together with all goodwill appurtenant thereto. 1.2 **"Associated Business"** means the portion of Assignor's business with which the Marks have been used and to which the goodwill symbolized by the Marks is connected, as described in **Exhibit A**. 1.3 **"Assignment Price"** means ___________, which the Parties agree constitutes full and adequate consideration for the assignment of the Marks and Associated Business goodwill. ## 2. Assignment 2.1 **Grant of Assignment.** Assignor hereby irrevocably assigns, transfers, and conveys to Assignee, its successors and assigns, all of Assignor's right, title, and interest, throughout the world, in and to: (a) the Marks, including all trademark and service mark rights arising from use, registration, or otherwise; (b) all registrations and applications for registration of the Marks in any country, territory, or jurisdiction, and all renewals, extensions, and reissuances thereof; (c) the goodwill of the Associated Business symbolized by the Marks, which goodwill is transferred together with the Marks as required by applicable trademark law; (d) all accrued and future causes of action for infringement, dilution, unfair competition, or other violation of rights in the Marks, and the right to collect all damages and other amounts due with respect thereto; and