[{"data":1,"prerenderedAt":462},["ShallowReactive",2],{"document-trademark-assignment-short-form-D972":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":461},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"TRADEMARK ASSIGNMENT This Trademark Assignment (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Assignor is recorded at the [COUNTRY] trade-marks Office as the registered owner of the trademarks described in Schedule A hereto (the \"Trademarks\") under application no. [TRADEMARK APPLICATION NUMBER] (the \"Application\"); WHEREAS the Assignor assigns, sells and transfers unto the Assignee all of the Assignor's rights, title and interest in and to the Trademarks and the Application; NOW THEREFORE THE PARTIES AGREE AS FOLLOWS: 1",null,"Trademark Assignment Short Form","3",40,"doc","https://templates.business-in-a-box.com/imgs/1000px/trademark-assignment_short-form-D972.png","https://templates.business-in-a-box.com/imgs/250px/972.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#972.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"Copyrights, Patents & Trademarks","/templates/copyrights-patent-trademark/","trademark assignment short form","Trademark Assignment Short Form Template","https://templates.business-in-a-box.com/imgs/400px/972.png","https://templates.business-in-a-box.com/imgs/600px/972.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,102,117,133,151,166],{"label":38,"url":39,"thumb":40,"extension":10},"Debenture Short Form","/template/debenture-short-form-D468","https://templates.business-in-a-box.com/imgs/250px/468.png",{"label":42,"url":43,"thumb":44,"extension":10},"Indemnity for Directors Short Form","/template/indemnity-for-directors-short-form-D481","https://templates.business-in-a-box.com/imgs/250px/481.png",{"label":46,"url":47,"thumb":48,"extension":10},"License Agreement Short Form","/template/license-agreement-short-form-D1027","https://templates.business-in-a-box.com/imgs/250px/1027.png",{"label":50,"url":51,"thumb":52,"extension":10},"Partnership Agreement Short Form","/template/partnership-agreement-short-form-D900","https://templates.business-in-a-box.com/imgs/250px/900.png",{"label":54,"url":55,"thumb":56,"extension":10},"Trademark License","/template/trademark-license-D973","https://templates.business-in-a-box.com/imgs/250px/973.png",{"label":58,"url":59,"thumb":60,"extension":10},"Chief Agent Agreement Short Form","/template/chief-agent-agreement-short-form-D865","https://templates.business-in-a-box.com/imgs/250px/865.png",{"label":62,"url":63,"thumb":64,"extension":10},"Trademark License Agreement","/template/trademark-license-agreement-D5230","https://templates.business-in-a-box.com/imgs/250px/5230.png",{"label":66,"url":67,"thumb":68,"extension":10},"Source Code License Agreement Short Form","/template/source-code-license-agreement-short-form-D809","https://templates.business-in-a-box.com/imgs/250px/809.png",{"label":70,"url":71,"thumb":72,"extension":10},"Guide for Registering a Trademark USA","/template/guide-for-registering-a-trademark-usa-D962","https://templates.business-in-a-box.com/imgs/250px/962.png",{"label":74,"url":75,"thumb":76,"extension":10},"Trademark License and Royalty Agreement","/template/trademark-license-and-royalty-agreement-D970","https://templates.business-in-a-box.com/imgs/250px/970.png",{"label":78,"url":79,"thumb":80,"extension":10},"Copyright Assignment","/template/copyright-assignment-D960","https://templates.business-in-a-box.com/imgs/250px/960.png",{"label":82,"url":83,"thumb":84,"extension":10},"Patent Assignment","/template/patent-assignment-D966","https://templates.business-in-a-box.com/imgs/250px/966.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":100,"url":101},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":98,"url":99},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":103,"descriptionCustom":6,"label":104,"pages":8,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":116},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":110,"description":6},"non disclosure agreement nda",[112,113],{"label":17,"url":96},{"label":114,"url":115},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":131,"url":132},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.xml",{"title":6,"description":6},[127,128],{"label":17,"url":96},{"label":129,"url":130},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement","/template/asset-purchase-agreement-D928",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":149,"url":150},"BILL OF SALE This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the Seller hereby sells and transfers possession of the following goods in their present condition and location to the Buyer, and its successors and assigns forever, the following described goods [DETAILED LIST OF GOODS]. Seller warrants and represents that he/she has good title to said property, full authority to sell and transfer same and that said goods and chattels are being sold free and clear of all liens, encumbrances, liabilities and adverse claims, of every nature and description.","Bill of Sale","1",29,"https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale-D1229.png","https://templates.business-in-a-box.com/imgs/250px/1229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1229.xml",{"title":6,"description":6},[143,146],{"label":144,"url":145},"Sales & Marketing","sales-marketing",{"label":147,"url":148},"Marketing & Sales Contracts","marketing-sales-contracts","bill sale","/template/bill-of-sale-D1229",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":164,"url":165},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[161],{"label":162,"url":163},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":167,"descriptionCustom":6,"label":168,"pages":169,"size":170,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":175,"keywords":178,"url":179},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[176,177],{"label":17,"url":96},{"label":129,"url":130},"asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",false,{"seo":182,"reviewer":193,"legal_disclaimer":180,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":224,"glossary":248,"fields":279,"how_to_fill":324,"common_mistakes":355,"faqs":372,"industries":394,"comparisons":411,"diy_vs_pro":424,"related_template_ids_curated":437,"schema":448,"classification":450},{"meta_title":183,"meta_description":184,"primary_keyword":22,"secondary_keywords":185},"Trademark Assignment Short Form Template (Free Word)","Free trademark assignment short form template to transfer trademark ownership quickly. Covers assignor, assignee, mark description, and consideration. Free Word and PDF download.",[186,187,188,189,190,191,192],"trademark assignment form template","trademark transfer form","trademark assignment agreement","short form trademark assignment","free trademark assignment template","trademark assignment word template","ip assignment form",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":198,"legal_review_recommended":180,"signature_required":180,"notarization_required":180},"easy",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Trademark Assignment Short Form is a concise one-to-two page document that transfers ownership of a registered or unregistered trademark from one party (the assignor) to another (the assignee). This free Word download gives you a structured, fillable form you can edit online and export as PDF for immediate use in business sales, mergers, or brand transfers.\n","Use it whenever a trademark changes hands — during a business acquisition, asset sale, brand licensing restructuring, or when a founder transfers a personally registered mark to their company. It is also used to record an assignment with the USPTO or equivalent national trademark office.\n","Assignor and assignee identification, a precise description of the mark being transferred, the registration or application number, the consideration paid, a representation of good title, and signature blocks for both parties.\n",[204,208,212,216,220],{"title":205,"use_case":206,"icon_asset_id":207},"Business buyers and sellers","Transferring brand ownership as part of an asset or business sale","persona-small-business-owner",{"title":209,"use_case":210,"icon_asset_id":211},"Startup founders","Assigning a personally held trademark to the incorporated company","persona-startup-founder",{"title":213,"use_case":214,"icon_asset_id":215},"IP attorneys and paralegals","Recording a trademark transfer with the USPTO on behalf of a client","persona-lawyer",{"title":217,"use_case":218,"icon_asset_id":219},"Brand managers","Documenting the transfer of a subsidiary brand during a restructuring","persona-operations-director",{"title":221,"use_case":222,"icon_asset_id":223},"Franchisors","Consolidating trademark ownership across franchise entities into the parent company","persona-franchise-applicant",[225,229,233,236,240,244],{"situation":226,"recommended_template":227,"slug":228},"Transferring a trademark with full warranties and representations","Trademark Assignment Agreement (Long Form)","trademark-assignment-short-form-D972",{"situation":230,"recommended_template":231,"slug":232},"Assigning a trademark as part of a full business sale","Business Sale Agreement","agreement-of-purchase-and-sale-of-business-assets-D318",{"situation":234,"recommended_template":62,"slug":235},"Licensing a trademark without transferring ownership","trademark-license-agreement-D5230",{"situation":237,"recommended_template":238,"slug":239},"Transferring patent rights rather than trademark rights","Patent Assignment Agreement","patent-assignment-D966",{"situation":241,"recommended_template":242,"slug":243},"Assigning all IP (trademarks, patents, copyrights) in one document","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":245,"recommended_template":246,"slug":247},"Founding team assigning IP to a newly incorporated entity","Founders IP Assignment Agreement","founders-agreement-D12653",[249,252,255,258,261,264,267,270,273,276],{"term":250,"definition":251},"Assignor","The current owner of the trademark who is transferring rights to another party.",{"term":253,"definition":254},"Assignee","The party receiving ownership of the trademark through the assignment.",{"term":256,"definition":257},"Consideration","The value exchanged for the trademark transfer — a dollar amount, a nominal sum (e.g., $1), or other agreed compensation.",{"term":259,"definition":260},"Registration Number","The unique identifier assigned by the USPTO or national trademark office when a trademark is officially registered.",{"term":262,"definition":263},"Goodwill","The commercial reputation and customer recognition associated with a trademark, which must be transferred alongside the mark itself for the assignment to be valid.",{"term":265,"definition":266},"USPTO","United States Patent and Trademark Office — the federal agency responsible for registering trademarks and recording ownership changes in the US.",{"term":268,"definition":269},"Recordation","The formal process of filing an assignment document with the USPTO (or equivalent office) to update the official ownership record of a trademark.",{"term":271,"definition":272},"Unregistered Mark","A trademark that has not been formally registered with a national trademark office but may still carry common-law rights based on actual use in commerce.",{"term":274,"definition":275},"Chain of Title","The documented history of ownership transfers for a trademark, from the original creator to the current owner.",{"term":277,"definition":278},"Schedule A","An attachment to the assignment form that lists multiple trademarks being transferred when more than one mark is covered by the same agreement.",[280,285,290,295,300,304,309,314,319],{"name":281,"plain_english":282,"sample_language":283,"common_mistake":284},"Assignor identification","The full legal name, entity type, and address of the party transferring the trademark.","[ASSIGNOR FULL LEGAL NAME], a [STATE] [ENTITY TYPE / individual], with its principal place of business at [ADDRESS] ('Assignor').","Using a trade name instead of the registered legal entity name — the USPTO will reject a recordation request that does not match the name on the trademark registration.",{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Assignee identification","The full legal name, entity type, and address of the party receiving the trademark.","[ASSIGNEE FULL LEGAL NAME], a [STATE] [ENTITY TYPE], with its principal place of business at [ADDRESS] ('Assignee').","Using an informal company name or abbreviation that does not match the entity's incorporation documents, which creates a chain-of-title gap.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Mark description","A precise description of the trademark being assigned — the word mark, logo, or both — including any stylized elements.","The trademark [MARK NAME / DESCRIPTION], used in connection with [GOODS/SERVICES], as more particularly described in U.S. Registration No. [NUMBER].","Describing the mark vaguely as 'all trademarks' without specifying registration numbers — this creates ambiguity about which marks are actually covered.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Registration or application number","The USPTO (or foreign equivalent) registration number or pending application number that identifies the specific mark in official records.","U.S. Registration No. [REGISTRATION NUMBER], registered on [DATE], in International Class [CLASS NUMBER].","Omitting the class number or registration date, which causes delays when the USPTO cross-references the assignment against its database.",{"name":256,"plain_english":301,"sample_language":302,"common_mistake":303},"The payment or other value the assignee provides to the assignor in exchange for the trademark rights.","In consideration of the sum of $[AMOUNT] (or [ONE DOLLAR ($1.00)] and other good and valuable consideration), the receipt and sufficiency of which are hereby acknowledged...","Leaving consideration blank or writing 'N/A' on an intra-company transfer — even a nominal $1 must be stated to ensure the assignment has legal effect in most jurisdictions.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Goodwill transfer statement","An explicit declaration that the goodwill associated with the mark — its commercial reputation — is being transferred along with the mark itself.","Assignor hereby assigns to Assignee the mark together with the goodwill of the business symbolized by the mark and the portion of the business connected with the use of and symbolized by the mark.","Omitting the goodwill transfer language entirely — a trademark assignment without goodwill is considered invalid in the US and most common-law countries.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Warranties and representations","A brief statement by the assignor confirming they own the mark, it is free of encumbrances, and they have the authority to transfer it.","Assignor represents and warrants that it is the sole owner of the mark, that the mark is free and clear of all liens and encumbrances, and that Assignor has full authority to execute this Assignment.","Skipping warranties on intra-company assignments — if a dispute arises later, the absence of a warranty means the assignee has no contractual remedy against the assignor.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Effective date","The specific calendar date on which ownership of the trademark transfers from the assignor to the assignee.","This Assignment is effective as of [DATE].","Leaving the effective date blank and relying on the signature date — if parties sign on different dates, the transfer date becomes ambiguous.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Signature blocks","Execution blocks for both parties including name, title, and date, confirming their agreement to the transfer.","ASSIGNOR: [LEGAL NAME] By: _______________ Name: [AUTHORIZED SIGNATORY NAME] Title: [TITLE] Date: [DATE] | ASSIGNEE: [LEGAL NAME] By: _______________ Name: [AUTHORIZED SIGNATORY NAME] Title: [TITLE] Date: [DATE]","Having only one party sign the form — USPTO recordation requires the assignor's signature at minimum, but having both signatures protects both parties in a dispute.",[325,330,335,340,345,350],{"step":326,"title":327,"description":328,"tip":329},1,"Identify both parties with their full legal names","Enter the assignor's and assignee's exact registered legal names, entity types (LLC, corporation, individual), and addresses. Cross-reference incorporation documents and the USPTO registration record to confirm the names match exactly.","Pull the assignor's name directly from the USPTO TESS database entry for the mark — a single character difference will trigger a recordation rejection.",{"step":331,"title":332,"description":333,"tip":334},2,"Enter the trademark details and registration number","Describe the mark clearly — word mark, logo, or composite — and include the USPTO registration number, registration date, and international class. If the mark is pending, use the application serial number instead.","If you are assigning multiple marks, list them in a Schedule A attachment rather than cramming them into the main form body.",{"step":336,"title":337,"description":338,"tip":339},3,"State the consideration","Enter the agreed purchase price or, for nominal transfers, a stated amount of at least $1. Acknowledge receipt of the consideration with the standard 'receipt and sufficiency' language already built into the template.","For intra-company transfers, $1 consideration is standard and legally sufficient — but it must be explicitly stated.",{"step":341,"title":342,"description":343,"tip":344},4,"Include the goodwill transfer statement","Confirm that the goodwill associated with the mark is being transferred along with the mark itself. This language is pre-populated in the template — do not delete it.","A trademark assignment without an explicit goodwill transfer is void under US trademark law and the laws of most common-law countries.",{"step":346,"title":347,"description":348,"tip":349},5,"Set the effective date","Enter a specific calendar date for the ownership transfer. This date should align with the closing date of any broader business transaction, or simply be the date both parties execute the form.","If the assignment is part of a business sale, use the closing date of that transaction as the effective date so all asset transfers align.",{"step":351,"title":352,"description":353,"tip":354},6,"Execute and file with the USPTO","Have the authorized signatory for the assignor (and ideally the assignee) sign and date the form. Then submit it to the USPTO via the Electronic Trademark Assignment System (ETAS) to record the ownership change in the official register.","USPTO recordation costs $40 per mark per assignee as of 2025 — file promptly after signing to protect against third-party claims.",[356,360,364,368],{"mistake":357,"why_it_matters":358,"fix":359},"Omitting goodwill transfer language","Under US trademark law and most common-law jurisdictions, a trademark assigned without its associated goodwill is considered an 'assignment in gross' and is invalid — the assignee acquires no enforceable rights.","Ensure the template's goodwill transfer clause is present and unmodified before signing. Never delete that paragraph to shorten the document.",{"mistake":361,"why_it_matters":362,"fix":363},"Using a trade name instead of the registered legal entity name","The USPTO will reject a recordation request if the assignor's name on the form does not exactly match the name on the trademark registration record — even a missing 'Inc.' causes delays.","Look up the exact owner name in the USPTO TESS database and copy it character-for-character into the assignor field.",{"mistake":365,"why_it_matters":366,"fix":367},"Leaving consideration blank on intra-company transfers","An assignment with no stated consideration may be challenged as unenforceable for lack of a bargained-for exchange, particularly in litigation or bankruptcy proceedings.","Always state at least a nominal amount — '$1.00 and other good and valuable consideration' is universally accepted and legally sufficient.",{"mistake":369,"why_it_matters":370,"fix":371},"Failing to record the assignment with the USPTO","An unrecorded assignment is valid between the parties but does not provide constructive notice to third parties — a subsequent bona-fide purchaser of the same mark may take priority over an unrecorded earlier assignment.","File the signed assignment through the USPTO's Electronic Trademark Assignment System (ETAS) as soon as both parties have executed the form.",[373,376,379,382,385,388,391],{"question":374,"answer":375},"What is a trademark assignment short form?","A trademark assignment short form is a concise one-to-two page document that transfers ownership of a trademark from one party to another. It captures the essential transfer elements — assignor and assignee identification, mark description, registration number, consideration, and goodwill transfer — without the extended warranties and representations found in a long-form assignment agreement. It is most commonly used for straightforward transfers where the parties have already agreed on terms.\n",{"question":377,"answer":378},"What is the difference between a trademark assignment and a trademark license?","A trademark assignment permanently transfers ownership of the mark from the assignor to the assignee — after signing, the assignor no longer holds any rights. A license grants a third party permission to use the mark while the original owner retains ownership. Use an assignment when selling a brand; use a license when allowing a business partner or franchisee to use your brand under defined conditions.\n",{"question":380,"answer":381},"Do I need to record a trademark assignment with the USPTO?","Recording is not legally required for the assignment to be valid between the two parties, but it is strongly recommended. Recording with the USPTO via the Electronic Trademark Assignment System (ETAS) provides constructive notice to third parties and protects the assignee from a later purchaser who claims they did not know the mark had changed hands. The current USPTO recordation fee is $40 per mark per assignee.\n",{"question":383,"answer":384},"Can I use a short form assignment to transfer multiple trademarks at once?","Yes. Attach a Schedule A listing each mark with its registration number, class, and description. The main form body references Schedule A, and both documents are filed together. The USPTO charges the recordation fee per mark, so each entry in Schedule A carries a separate fee.\n",{"question":386,"answer":387},"Does a trademark assignment need to be notarized?","Notarization is not required by the USPTO for domestic trademark assignments. The assignor's signature is sufficient for recordation purposes. Some parties choose to have the form notarized for added evidentiary weight in potential disputes, but this is optional for most standard transfers.\n",{"question":389,"answer":390},"What happens if I forget to include the goodwill transfer clause?","Under US trademark law, an assignment that does not transfer the goodwill associated with the mark is considered an 'assignment in gross' and is legally void. The assignee would not obtain valid trademark rights, even if they paid full consideration and recorded the document. Always verify the goodwill clause is present before signing.\n",{"question":392,"answer":393},"When should I use a long-form trademark assignment instead of the short form?","Use a long-form assignment when the transfer involves significant financial consideration, when you need detailed warranties about the mark's registrability and freedom from infringement claims, when the assignment is part of a complex acquisition with multiple IP assets, or when either party wants indemnification provisions. The short form is appropriate for straightforward transfers — founder-to-company, intra-group restructurings, or simple brand sales — where the parties know and trust each other.\n",[395,399,403,407],{"industry":396,"icon_asset_id":397,"specifics":398},"Technology / SaaS","industry-saas","Founders routinely register trademarks personally before incorporation and must assign them to the company entity before raising institutional capital.",{"industry":400,"icon_asset_id":401,"specifics":402},"Retail and Consumer Brands","industry-retail","Brand acquisitions and portfolio restructurings frequently require short-form assignments to transfer individual product marks between holding entities.",{"industry":404,"icon_asset_id":405,"specifics":406},"Professional Services","industry-professional-services","Firm mergers and partner buyouts require trademark transfers for the firm name and any service marks associated with proprietary methodologies.",{"industry":408,"icon_asset_id":409,"specifics":410},"Franchising","industry-franchise","Franchisors consolidate trademark ownership in a central IP holding entity and use assignment forms to migrate marks from operating subsidiaries.",[412,415,418,421],{"vs":227,"vs_template_id":413,"summary":414},"D{TRADEMARK_ASSIGNMENT_LONG_ID}","A long-form assignment agreement adds detailed representations, warranties, indemnification clauses, and dispute-resolution terms. The short form covers the essential transfer mechanics in one to two pages and is sufficient for straightforward transfers between parties who have already agreed on terms. Use the long form when significant money or complex IP is involved.",{"vs":62,"vs_template_id":416,"summary":417},"trademark-license-agreement-D12791","A license agreement grants permission to use a trademark while the original owner retains ownership. An assignment permanently transfers ownership. If you intend to keep using the mark yourself or want ongoing royalty income, a license is the correct instrument — not an assignment.",{"vs":242,"vs_template_id":419,"summary":420},"intellectual-property-assignment-agreement-D13261","An IP assignment agreement transfers all intellectual property — trademarks, patents, copyrights, and trade secrets — in a single document. The trademark assignment short form covers trademarks only. Use the broader IP agreement when a transaction involves multiple types of intellectual property.",{"vs":135,"vs_template_id":422,"summary":423},"bill-of-sale-D13499","A bill of sale documents the sale of tangible personal property and establishes proof of purchase. A trademark assignment transfers intangible IP rights and must include specific trademark-law elements (goodwill transfer, registration number) that a bill of sale does not contain. They serve different asset classes and are not interchangeable.",{"use_template":425,"template_plus_review":429,"custom_drafted":433},{"best_for":426,"cost":427,"time":428},"Founders transferring a mark to their company, intra-group restructurings, or simple brand sales with agreed terms","Free","10–15 minutes",{"best_for":430,"cost":431,"time":432},"Transfers involving more than $10,000 in consideration or marks with significant commercial value","$150–$400 (one-hour IP attorney review)","1–2 days",{"best_for":434,"cost":435,"time":436},"Complex acquisitions with multiple marks, contested ownership histories, or cross-border transfers requiring foreign-office recordation","$500–$2,500+","1–2 weeks",[438,235,439,440,441,442,443,444,247,445,446,447],"intellectual-property-assignment-D5229","non-disclosure-agreement-nda-D12692","asset-purchase-agreement-D928","bill-of-sale-D1229","independent-contractor-agreement-D160","asset-purchase-agreement-for-a-retail-business-D931","letter-of-intent-for-purchase-of-computer-equipment-D1148","partnership-agreement-D12551","copyright-assignment-D960","license-agreement-D1180",{"emit_how_to":449,"emit_defined_term":449},true,{"primary_folder":96,"secondary_folder":451,"document_type":452,"industry":453,"business_stage":454,"tags":455,"confidence":460},"intellectual-property-and-licensing","form","general","all-stages",[456,452,457,458,459],"intellectual-property","legal","trademark-assignment","ownership-transfer",0.95,"\u003Ch2>What is a Trademark Assignment Short Form?\u003C/h2>\n\u003Cp>A \u003Cstrong>Trademark Assignment Short Form\u003C/strong> is a concise legal document that permanently transfers ownership of a registered or unregistered trademark from one party — the assignor — to another — the assignee. Unlike a full-length assignment agreement, the short form distills the transfer into its essential components: the parties' identities, a precise description of the mark, the applicable registration number, the consideration exchanged, a goodwill transfer statement, and execution blocks. It is the standard instrument used to record trademark ownership changes with the USPTO and equivalent national trademark offices worldwide.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed assignment form, trademark ownership stays in the name of the original registrant regardless of any verbal agreement or payment made. A founder who registered a mark in their own name before incorporation — an extremely common scenario — leaves their startup without clear title to its own brand unless the mark is formally assigned to the company. Banks, investors, and acquirers routinely conduct IP due diligence, and an unresolved chain of title will stall a financing round or acquisition. Filing this form with the USPTO also protects the assignee against third-party claims: an unrecorded transfer provides no constructive notice, meaning a later purchaser of the same mark can take priority. This template gives you the correct language — including the goodwill transfer clause that is legally required for a valid assignment — in a fillable format you can complete and file in under 15 minutes.\u003C/p>\n",1781186041694]