TRADEMARK ASSIGNMENT AGREEMENT

This Trademark Assignment Agreement (hereinafter referred to as the “Agreement”) is made on [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE ASSIGNOR],  having registered office at [INSERT ADDRESS OF THE ASSIGNOR] (hereinafter referred to as the “Assignor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE ASSIGNEE],  having registered office at [INSERT ADDRESS OF THE ASSIGNEE] (hereinafter referred to as the “Assignee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

The “Assignor” and the “Assignee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The assignor is the lawful owner of the trademark as mentioned in this agreement and hereby agrees to transfer all the rights, title and interest to the assignee in respect of the said trademark.
2. The assignor has full right, absolute power and lawful authority to sell, assign and convey the same in the manner herein set forth;
3. The assignee hereby agrees and desires to accept the said trademark from the assignor in accordance with the set terms of this agreement
4. The Assignor and Assignee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Assignor” shall mean an individual or an entity that owns the said trademark and agrees to assign the trademark to the assignee.
   2. “Assignee” shall mean an individual or an entity that is entering into this agreement for the acquisition of the trademark from the assignor.
   3. “Trademark” shall collectively refer to the trademarks, service marks, designs, logos, names, and all related rights and interests of the assignor as mentioned in this agreement.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TRADEMARK ASSIGNMENT
   1. Subject to the terms and conditions of this agreement, the Assignor hereby irrevocably and unconditionally assigns transfers and conveys to Assignee all right, title, and interest in and to the Trademark listed in Exhibit A, including but not limited to, the registrations and applications for registration of the Trademark with the relevant authorities, together with all renewals, extensions, and reissues thereof; the goodwill associated with the Trademark and all rights to sue for past, present, and future infringements, unfair competition, or dilution of the Trademark.
   2.  Assignor agrees to take any additional actions and execute any further documents or instruments reasonably requested by Assignee to fully effectuate the assignment of the Trademark and to confirm and perfect Assignee's ownership thereof.
3. CONSIDERATION
   1. The Assignee shall pay a consideration of [INSERT CONSIDERATION AMOUNT] to the assignor for the assignment of the trademark before the execution of this agreement.
   2. The Assignee shall pay the amount in installments or one-time full payment as agreed upon by the parties.
   3. All the other expenses related to the trademark such as registration, notarization and stamp duty shall be borne by both the parties equally.
4. REPRESENTATION AND WARRANTIES
   1. Assignor represents and warrants that it is the sole legal and beneficial owner of the Trademark listed in Exhibit A and has full power, authority, and legal right to assign the Trademark to Assignee as contemplated in this Agreement. Assignor further warrants that it has not transferred or assigned any rights or interests in the Trademark to any third party, except as expressly disclosed in Exhibit A.
   2.  Assignor represents and warrants that, to the best of its knowledge, the Trademark is/are valid and subsisting, and its/their use and registration do not infringe upon the intellectual property rights of any third party. Assignor further represents that there are no pending or threatened claims, actions, or proceedings challenging the validity, ownership, or enforceability of the Trademark.
   3. Assignor represents and warrants that it has not authorized, assigned, licensed, or granted permission to any third party to use or register any trademarks, trade names, or designs confusingly similar to the Trademark in any jurisdiction.
   4. Assignor represents and warrants that it has duly maintained and complied with all legal requirements and formalities necessary to establish, maintain, and protect its rights in the Trademark up to the Effective Date of this Agreement.
   5. Assignee represents and warrants that it is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation. Assignee further warrants that it has full power, authority, and legal capacity to enter into this Agreement and to perform its obligations hereunder
   6. Assignee represents and warrants that it shall use and exploit the assigned Trademark in a manner consistent with applicable laws and regulations. Assignee agrees to take all reasonable measures to protect and maintain the validity and enforceability of the assigned Trademark during the term of this Agreement.
5. OWNERSHIP
   1. The Assignor agrees to transfer the right of ownership of the trademark with associated goodwill to the assignee according to the set terms of the agreement.
   2. Assignor acknowledges that the goodwill transferred to assignee is valuable and forms an integral part of the assigned trademark.
6. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
7. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
8. FORCE MAJEURE
   1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
9. APPLICABLE LAW
   1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT STATE/ COUNTRY OF APPLICABLE LAWS]
   2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
   3. By direct negotiations between the Assignor and Assignee. 
   4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
10. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Assignor: [EMAIL ID OR/AND ADDRESS OF ASSIGNOR]
       2. If to the Assignee: [EMAIL ID OR/AND ADDRESS OF ASSIGNEE]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
11. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
12. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
13. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Assignor

Name: [NAME OF ASSIGNOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF ASSIGNOR]

Signed, sealed and delivered on behalf of Assignee

Name: [NAME OF ASSIGNEE/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF ASSIGNEE]

EXHIBIT-A

[DESCRIPTION OF TRADEMARK]