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Assignment Of Unregistered Trademark Template for India

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Key Requirements PROMPT example:

Assignment Of Unregistered Trademark

"I need an Assignment of Unregistered Trademark agreement to transfer my bakery business's logo and brand name 'Sweet Delights' to the new owner, with the transfer to be completed by March 2025, including all associated goodwill and customer relationships in Mumbai."

Document background
The Assignment Of Unregistered Trademark agreement is essential for businesses operating in India who wish to transfer ownership of trademarks that have not been registered with the Indian Trade Marks Registry but have acquired distinctiveness through use in commerce. This document is particularly relevant in scenarios involving business acquisitions, brand transfers, or corporate restructuring where unregistered marks need to be legally transferred. The agreement must comply with the Trade Marks Act, 1999, and Indian Contract Act, 1872, while also considering common law principles of passing off. It typically includes detailed descriptions of the mark, its current use, warranties of ownership, and provisions for future cooperation in protecting the trademark rights. The document is crucial for establishing clear ownership rights and maintaining the trademark's enforceability in Indian courts.
Suggested Sections

1. Parties: Identification of the Assignor and Assignee with full legal names and addresses

2. Background: Context of the trademark ownership, its current use, and reason for assignment

3. Definitions: Key terms including 'Trademark', 'Effective Date', 'Business', 'Territory', and 'Goodwill'

4. Assignment: Core provision transferring all rights, title, interest, and goodwill in the trademark

5. Consideration: Details of the payment or other consideration for the assignment

6. Representations and Warranties: Assignor's warranties regarding ownership, right to assign, no prior assignments, and no third-party rights

7. Further Assurance: Obligation to execute additional documents and assist with transition

8. Protection of Rights: Provisions for cooperation in enforcement and protection of the trademark

9. Governing Law and Jurisdiction: Specification of Indian law and jurisdiction for dispute resolution

10. Entire Agreement: Confirmation that the document represents the complete agreement between parties

Optional Sections

1. Confidentiality: Required when sensitive business information is involved in the transfer

2. Indemnification: Added when specific indemnities are needed beyond standard warranties

3. Transitional Arrangements: Used when there's a need for phased transfer or temporary dual usage

4. Tax Provisions: Included when specific tax implications need to be addressed

5. Non-Competition: Added when restrictions on Assignor's future use of similar marks are needed

6. Dispute Resolution: Detailed alternative dispute resolution procedures if preferred over standard court jurisdiction

7. Registration Cooperation: Added when parties anticipate future trademark registration

Suggested Schedules

1. Schedule 1 - Trademark Details: Detailed description of the trademark, including design, classes of goods/services, and territory of use

2. Schedule 2 - Existing Business: Details of current business operations using the trademark

3. Schedule 3 - Payment Terms: If payment is complex or involves installments

4. Schedule 4 - Existing Agreements: List of any existing licenses, distribution agreements, or other relevant contracts

5. Schedule 5 - Transfer Documents: Forms and additional documents required for the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Retail

Consumer Goods

Manufacturing

Technology

Fashion and Apparel

Food and Beverage

Pharmaceuticals

Entertainment

Media and Publishing

E-commerce

Professional Services

Hospitality

Relevant Teams

Legal

Intellectual Property

Brand Management

Corporate Affairs

Business Development

Marketing

Commercial Operations

Compliance

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Brand Manager

Corporate Lawyer

Trademark Attorney

Business Development Director

Mergers & Acquisitions Manager

Company Secretary

Commercial Director

Chief Legal Officer

Intellectual Property Director

Brand Protection Manager

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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