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Assignment of trade marks

This is an assignment of trade marks. The purpose of this document is to transfer the rights in trade marks from one person to another. The transfer may relate to both registered and, subject to the comments below, unregistered trade mark rights.

In respect of UK registered trade marks, you must, in addition to executing a written assignment, register that assignment with the UK Intellectual Property Officer. Generally, assignments of trade marks need to be notified to the governing national body.

Strictly, English law does not recognise unregistered trade mark rights. Instead, the tort of passing off allows a trader to restrain another from exploiting the trader's goodwill by misrepresenting an association between them. Accordingly, a transfer of an unregistered trade mark is, under English law, a transfer of goodwill along with any subsisting rights of action in the tort of passing off.

This assignment of trade marks allows that the rights may be assigned either with full title guarantee, or on the basis that the assignee gets only what the assignor does in fact own.

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Assignment of trade marks contents

  1. Definitions: definitions.
  2. Consideration: consideration benefiting
  3. Assignment: assignment of intellectual property rights with full title guarantee option; assignment of owned intellectual property rights in works; assignment for full term of rights; assignment includes right to claim for past infringements.
  4. Warranties: first party warranty of authority; first party warranties relating to assignment IP; exclusion of implied warranties and representations.
  5. Indemnity:
    upon breach.
  6. Limits upon exclusions of liability: caveats to limits of liability.
  7. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
  8. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  9. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.


  1. Registered Trade Marks: identification of registered trade marks to be assigned.
  2. Unregistered Trade Marks: identification of unregistered trade marks to be assigned.
  3. Excluded IP: identification of intellectual property rights to be excluded from assignment.
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