Trademark Assignment Deed — Draft Template

DEED OF ASSIGNMENT OF TRADE MARK

THIS DEED OF ASSIGNMENT is made at [City] on this [Day] day of [Month, Year] BETWEEN:

[Name of Assignor], [S/o [___] / a company incorporated under the Companies Act, 2013, CIN [___]], having its address / registered office at [Address] (hereinafter referred to as the "Assignor", which expression shall include its successors and permitted assigns) of the ONE PART;

AND

[Name of Assignee], [S/o [___] / a company incorporated under the Companies Act, 2013, CIN [___]], having its address / registered office at [Address] (hereinafter referred to as the "Assignee", which expression shall include its successors and permitted assigns) of the OTHER PART.

Clause 1. Recitals. The Assignor is the registered proprietor of the trade mark [Mark] registered / applied under No. [Registration/Application No.] in Class [Class] in respect of [goods/services] under the Trade Marks Act, 1999 (the "said Trade Mark"). The Assignor has agreed to assign the said Trade Mark to the Assignee on the terms herein.

Clause 2. Assignment. In consideration of the sum of ₹[Amount] (Rupees [amount in words] only) paid by the Assignee to the Assignor (the receipt whereof the Assignor acknowledges), the Assignor hereby ASSIGNS and TRANSFERS unto the Assignee, absolutely and forever, all its right, title and interest in the said Trade Mark together with the goodwill of the business concerned in the goods/services for which it is registered. [OR: "without the goodwill of the business" — see Sections 38 and 42, Trade Marks Act, 1999.]

Clause 3. Registration & Reputation. The Assignee shall be entitled to have itself registered as the subsequent proprietor of the said Trade Mark and to use, license, assign, protect and enforce the same as absolute owner.

Clause 4. Representations & Warranties. The Assignor represents that it is the sole and lawful proprietor of the said Trade Mark, that the mark is free from any charge, lien, licence or encumbrance (save as disclosed), and that no proceedings are pending or threatened against it, except [___].

Clause 5. Further Assurance. The Assignor shall, at the Assignee's cost, sign all forms (including Form TM-P under Rule 75/76) and do all acts necessary to record this assignment with the Trade Marks Registry and to perfect the Assignee's title.

Clause 6. Assignment Without Goodwill (if applicable). Where the assignment is without goodwill, the parties shall comply with Section 42 of the Act, including advertisement of the assignment as directed by the Registrar within the prescribed period.

Clause 7. Indemnity. The Assignor shall indemnify the Assignee against all claims, losses and costs arising from any breach of the above warranties or from any defect in the Assignor's title.

Clause 8. Governing Law & Jurisdiction. This Deed shall be governed by the laws of India and the courts at [City] shall have jurisdiction. Disputes shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seat at [City].

IN WITNESS WHEREOF the parties have executed this Deed on the day and year first above written.

Witnesses: 1. ______________    2. ______________