DEED OF ASSIGNMENT OF TRADE MARK
This Deed of Assignment of Trade Mark (the "Deed" or "Agreement") is made and executed on this ________ (the "Effective Date") at ________.
BY AND BETWEEN
________, a company incorporated under the laws of ________, bearing Identification/Corporate Identity No.: ________ and Permanent Account Number (PAN): ________, having its registered office at ________, represented herein by its duly authorised ________, ________, duly authorised vide Board Resolution dated ________ (hereinafter referred to as the "Assignor", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its successors-in-interest and permitted assigns) of the ONE PART;
AND
________, a company incorporated under the laws of ________, bearing Identification/Corporate Identity No.: ________ and Permanent Account Number (PAN): ________, having its registered office at ________, represented herein by its duly authorised ________, ________, duly authorised vide Board Resolution dated ________ (hereinafter referred to as the "Assignee", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include its successors-in-interest and permitted assigns) of the OTHER PART.
(The Assignor and the Assignee are hereinafter individually referred to as a "Party" and collectively as the "Parties".)
RECITALS
WHEREAS the Assignor is the registered proprietor of and/or applicant for the trade mark(s) more particularly described in Schedule-A hereto (the "Trade Mark"), and owns all right, title and interest in and to the said Trade Mark together with the goodwill of the business in which the said Trade Mark is used.
WHEREAS the Assignor has the full right, absolute power and lawful authority to sell, assign, transfer and convey the said Trade Mark in the manner herein set forth, and is desirous of assigning the same to the Assignee.
WHEREAS the Assignee has agreed to accept the said right, title and interest in and to the Trade Mark together with the goodwill in accordance with the terms of this Deed.
AND WHEREAS the Parties intend that this assignment shall be effected and registered in accordance with the Trade Marks Act, 1999 and the Trade Marks Rules, 2017.
NOW, THEREFORE, THIS DEED WITNESSETH and the Parties hereby agree to record the terms and conditions on which the Assignor shall assign to the Assignee the said Trade Mark, as follows:
§ 1. DEFINITIONS AND INTERPRETATION
(a). "Agreement" or "Deed" means this Deed of Assignment of Trade Mark together with all Schedules and Annexures hereto.
(b). "Effective Date" means the date marked at the beginning of this Deed (________).
(c). "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines or policies of any jurisdiction including the Trade Marks Act, 1999, the Trade Marks Rules, 2017, the Indian Contract Act, 1872, the Companies Act, 2013, the Registration Act, 1908, the Indian Stamp Act, 1899 and the Digital Personal Data Protection Act, 2023; and (ii) judicial, quasi-judicial and/or administrative decisions, interpretations, directions, licences, permits, judgments, writs, injunctions, arbitral awards, decrees and orders of any Governmental Authority.
(d). "Assignment" means the assignment in writing of the Trade Mark together with the goodwill of the business concerned, effected by this Deed.
(e). "Governmental Authority" means any government, statutory authority, government department, agency, commission, board, tribunal, court, the Registrar of Trade Marks, or other law, rule or regulation-making entity having jurisdiction on behalf of India or any state or other subdivision thereof.
(f). "GST" means the goods and services tax leviable under the Central Goods and Services Tax Act, 2017, the relevant State/Union Territory Goods and Services Tax Act and the Integrated Goods and Services Tax Act, 2017, as applicable.
(g). "Registrar" means the Registrar of Trade Marks appointed under Section 3 of the Trade Marks Act, 1999.
(h). "Trade Mark" means the trade mark(s) described in Schedule-A and Clause § 3 of this Deed, together with the goodwill of the business symbolised thereby.
§ 2. INTERPRETATION
(a). The headings in this Deed are inserted for convenience only and shall be ignored in construing this Deed.
(b). Unless the context otherwise requires, in this Deed:
(I). words importing the singular include the plural and vice versa;
(II). words denoting any gender include all genders;
(III). the words "written" and "in writing" include any means of visible reproduction;
(IV). the terms "hereof", "herein" and "hereto" refer to this entire Deed and not to any particular Clause;
(V). the words "include" or "including" shall be deemed to be followed by "without limitation";
(VI). references to any "person" include any natural person, body corporate, association, partnership, limited liability partnership, joint venture, trust, government or statutory body; and
(VII). references to a "Clause", Schedule or document refer to the Clauses and Schedules of this Deed, as amended or supplemented from time to time.
§ 3. ASSIGNMENT OF TRADE MARK
(a). The Assignor hereby assigns the following Trade Mark ("Trade Mark"):
Trade Mark / Mark: ________
Application Number: ________
Registration Number: ________
Registration Date: ________
Classes Registered: ________
Classes Assigned: ________
(b). A true copy of the certificate of registration / application in respect of the Trade Mark shall be annexed to this Deed at Schedule-A.
(c). This assignment is made together with the goodwill of the business concerned in the goods and/or services in respect of which the Trade Mark is used or proposed to be used, in accordance with Sections 38 to 45 of the Trade Marks Act, 1999.
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(e). All rights vested in the Trade Mark, including the right to use, sell, assign, transfer, license, modify or discontinue any goods or services in respect of the Trade Mark, are completely transferred to the Assignee with no reservation whatsoever.
(f). The Trade Mark shall be held and enjoyed by the Assignee for its own use and the use of its successors and permitted assigns, as fully and entirely as the same would have been held and enjoyed by the Assignor had this assignment not been made.
(f). The Trade Mark shall be held and enjoyed by the Assignee for the Assignee's own use and the use of the Assignee's legal heirs, successors and permitted assigns, as fully and entirely as the same would have been held and enjoyed by the Assignor had this assignment not been made.
(g). The Assignor hereby authorises the Registrar of Trade Marks and any other competent Governmental Authority to record this assignment, and to register and/or transfer the said Trade Mark in the name of the Assignee as proprietor of all right, title and interest therein, in accordance with the terms of this Deed and the Trade Marks Act, 1999.
(h). The Parties shall jointly file the requisite Form TM-P with the Trade Marks Registry within the statutory period prescribed under Section 45 of the Trade Marks Act, 1999, for recordal of the title of the Assignee as the subsequent proprietor.
(i). With effect from the Effective Date, the Trade Mark shall be for the exclusive use of the Assignee, and the Assignor shall be barred from using the Trade Mark, or any deceptively similar mark, for its own purpose or from granting any licence in respect thereof to any third party.
(i). With effect from the Effective Date, the Trade Mark shall be for the exclusive use of the Assignee, and the Assignor shall be barred from using the Trade Mark, or any deceptively similar mark, for the Assignor's own purpose or from granting any licence in respect thereof to any third party.
§ 4. CONSIDERATION
(a). In consideration of this assignment, the Assignee shall pay to the Assignor a one-time lump-sum consideration of Rs. ________ (Rupees ________), payable by ________.
(b). The said consideration shall be paid upfront at the time of execution of this Deed, and the Assignor hereby acknowledges the receipt and/or agreement of the same.
(b). The said consideration shall be paid on or before ________.
(c). Any amount payable by the Assignee which is not paid on or before the due date shall carry interest at the rate of ________% per annum from the date such amount becomes due until the date of actual payment.
(d). The payment of such interest shall not in any manner limit the Assignor's right to exercise any other remedy available under Applicable Law in consequence of delay in payment.
(e). The cost of registration, recordal with the Trade Marks Registry, notarisation and the stamp duty payable under the Indian Stamp Act, 1899 (or the relevant State stamp legislation) shall be borne by ________.
(c). The cost of registration, recordal with the Trade Marks Registry and the stamp duty payable under the Indian Stamp Act, 1899 (or the relevant State stamp legislation) shall be borne by ________.
(c). The cost of registration, recordal with the Trade Marks Registry, notarisation and the stamp duty payable under the Indian Stamp Act, 1899 (or the relevant State stamp legislation) shall be borne by ________.
(c). Any amount payable by the Assignee which is not paid on or before the due date shall carry interest at the rate of ________% per annum from the date such amount becomes due until the date of actual payment.
(d). The payment of such interest shall not in any manner limit the Assignor's right to exercise any other remedy available under Applicable Law in consequence of delay in payment.
(e). The cost of registration, recordal with the Trade Marks Registry and the stamp duty payable under the Indian Stamp Act, 1899 (or the relevant State stamp legislation) shall be borne by ________.
§ 5. GOODS AND SERVICES TAX
(a). Unless otherwise expressly agreed in writing by the Parties, the consideration payable under this Deed is exclusive of GST.
(b). The Assignee shall pay the applicable GST amount to the Assignor simultaneously with the payment of the consideration.
(c). Any obligation on the Assignee to pay the GST amount under this Clause is conditional upon the Assignor providing to the Assignee a valid tax invoice in accordance with the GST law, together with its GST Identification Number (GSTIN): ________.
(c). Any obligation on the Assignee to pay the GST amount under this Clause is conditional upon the Assignor providing to the Assignee a valid tax invoice in accordance with the GST law, together with the Assignor's GST Identification Number (GSTIN): ________.
§ 6. ASSIGNOR WARRANTIES
(a). The Assignor hereby represents and warrants (the "Assignor Warranties") that:
(I). the Assignor has the full legal authority and capacity to enter into this Deed;
(II). the Assignor is the sole and absolute owner of, and has good and marketable title to, the Trade Mark assigned under this Deed;
(III). the Assignor has the full legal authority to assign the Trade Mark to the Assignee free from any encumbrance, charge, lien or third-party right;
(IV). there are no restrictions, legal or otherwise, which prevent the Assignor from entering into this Deed;
(V). the Assignor agrees to completely cease the use of the Trade Mark or any deceptively or confusingly similar mark and shall not challenge the Assignee's right to the Trade Mark;
(VI). from the Effective Date, the Assignor shall not claim any right, title or interest in the assigned Trade Mark;
(VII). this Deed and the Trade Mark do not violate any agreement and do not infringe the intellectual property rights of any third party;
(VIII). there are no legal claims, actions, suits or proceedings, existing or threatened, and no other liabilities which may adversely affect the Assignee's ability to use the Trade Mark; and
(IX). in the event of any breach of the aforesaid warranties by the Assignor, the Assignor shall: ________
§ 7. ASSIGNEE WARRANTIES
(a). The Assignee hereby represents and warrants (the "Assignee Warranties") that:
(I). the Assignee has the full legal authority and capacity to enter into and fully perform this Deed; and
(II). the Assignee shall use the Trade Mark only in accordance with the terms of this Deed and Applicable Law.
§ 8. INDEMNIFICATION AND LIMITATION OF LIABILITY
(a). The Assignor agrees to indemnify, defend and hold harmless the Assignee, its successors-in-interest, permitted assigns, directors, officers, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Assignor Warranties, representations, covenants or obligations under this Deed.
(a). The Assignor agrees to indemnify, defend and hold harmless the Assignee, the Assignee's legal heirs, permitted assigns, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Assignor Warranties, representations, covenants or obligations under this Deed.
(b). The Assignor shall indemnify the Assignee against any claim, action, suit or proceeding brought by any third party alleging that the Trade Mark, or the use thereof, infringes the intellectual property rights or any other rights of such third party.
(c). The Assignee agrees to indemnify, defend and hold harmless the Assignor, its successors-in-interest, permitted assigns, directors, officers, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Assignee Warranties, representations, covenants or obligations under this Deed.
(c). The Assignee agrees to indemnify, defend and hold harmless the Assignor, the Assignor's legal heirs, permitted assigns, employees and agents from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach of the Assignee Warranties, representations, covenants or obligations under this Deed.
(d). The indemnified Party shall promptly notify the indemnifying Party in writing of any claim in respect of which indemnification is sought and shall provide reasonable cooperation, at the indemnifying Party's expense, in the defence and settlement of such claim.
(e). The indemnifying Party shall have the right to control the defence and settlement of any such claim, provided that no settlement shall be entered into without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld.
(f). The indemnification obligations set out under this Clause shall survive the termination, expiration or completion of this Deed.
(g). Save in cases of fraud, gross negligence or wilful misconduct, neither Party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages arising out of or in connection with this Deed.
§ 9. CONFIDENTIAL INFORMATION
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(b). Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Deed; (ii) becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction; or (iii) was previously in the lawful possession of the Receiving Party, as evidenced by written records.
(c). The Receiving Party may disclose Confidential Information if legally compelled to do so under Applicable Law or by order of a court or Governmental Authority, provided the Disclosing Party is given prompt notice and, where possible, a reasonable opportunity to contest such disclosure, and the scope of disclosure is limited to the extent legally required.
(d). The Receiving Party agrees and covenants (i) to maintain confidentiality with respect to the Confidential Information; (ii) to use the same solely for the purpose envisaged under this Deed; and (iii) to inform the Disclosing Party of any breach of its confidentiality obligations within 24 (twenty-four) hours of becoming aware of such incident.
(e). To the extent any personal data is shared between the Parties, each Party shall comply with the Digital Personal Data Protection Act, 2023 and process such data only for the purposes of this Deed.
(f). The confidentiality obligations under this Clause shall survive the termination of this Deed for a period of ________.
§ 10. FORCE MAJEURE
(a). "Force Majeure" means an event beyond the reasonable control of the Parties which prevents a Party from complying with any of its obligations under this Deed, including:
(I). acts of God (such as fires, explosions, earthquakes, drought, tidal waves and floods);
(II). war, hostilities, invasion, the act of foreign enemies, requisition or embargo;
(III). rebellion, revolution, insurrection or military power, civil war;
(IV). riot, commotions, strikes; and
(V). acts or threats of terrorism, epidemic and pandemic.
(b). Neither Party shall be liable for any failure to perform its obligations under this Deed if such failure is caused by a Force Majeure event, and in such case the obligations of the affected Party shall be suspended for so long as the Force Majeure event prevails.
(c). Upon the occurrence of a Force Majeure event, the affected Party shall immediately notify the other Party and shall use commercially reasonable efforts to recommence performance without delay.
(d). The Parties shall consult together following the occurrence of a Force Majeure event to mitigate losses and ensure the smooth functioning of this Deed.
§ 11. COMMUNICATION AND NOTICES
All notices, requests, demands and other communications under this Deed shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the Party to whom directed; (b) sent by registered post or speed post with acknowledgement due; or (c) sent by email to the address provided below.
For Assignor:
Address: ________
Email: ________
For Assignee:
Address: ________
Email: ________
§ 12. SEVERABILITY
In the event that any provision of this Deed is determined to be invalid or unenforceable by any court or other entity of competent jurisdiction, such provision shall be deemed to have been amended, and the Parties hereto agree to execute all documents necessary to evidence such amendment, so as to eliminate or modify the invalid provision so as to carry out the intent of this Deed as far as possible and to render this Deed enforceable in all other respects.
§ 13. NO WAIVER
The failure of any Party to enforce any provision of this Deed shall not be construed as a waiver of such provision nor affect the validity of this Deed or the right of either Party to enforce each and every provision in accordance with its terms.
§ 14. HEADINGS
The headings in this Deed are included for convenience of reference only and shall in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
§ 15. INTERPRETATION OF AMBIGUITIES
The Parties acknowledge and agree that each Party has reviewed and negotiated the terms of this Deed and has had the opportunity to contribute to its revision. Accordingly, the rule of construction that ambiguities are resolved against the drafting Party shall not be employed; rather, the terms of this Deed shall be construed fairly as to both Parties.
§ 16. REMEDIES
Each Party recognises that the foregoing restrictive covenants are fair and reasonable and are required for the protection of legitimate business interests. Each Party agrees that the foregoing covenants may be enforced through temporary and/or permanent injunctive relief, without prejudice to other reliefs that may be available under Applicable Law.
§ 17. DISPUTE RESOLUTION; GOVERNING LAW AND JURISDICTION
(a). The Parties shall first attempt to amicably resolve any dispute, difference or claim arising out of or in connection with this Deed through good-faith negotiations within 30 (thirty) days of written notice of such dispute.
(b). Any dispute not so resolved shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, and any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be conducted by a sole arbitrator appointed mutually by the Parties. The seat and venue of arbitration shall be ________, and the language of the arbitration shall be English. The arbitral award shall be final and binding upon the Parties.
(c). This Deed shall be governed by and construed in accordance with the laws of India, and subject to the arbitration provisions above, the courts at ________ shall have exclusive jurisdiction.
§ 18. LEGAL FEES AND COSTS
In the event of any legal action to enforce any provision of this Deed, whether at law or in equity, the prevailing Party shall be entitled to recover from the other Party all reasonable enforcement costs, including reasonable legal fees and costs, whether incurred before, during or after trial or other litigation, including appeal.
§ 19. SURVIVAL OF OBLIGATIONS
Notwithstanding any other provision of this Deed, upon termination, expiration or completion of this Deed, any provisions which by their nature are expected to survive, including the assignment, warranties, indemnification and confidentiality provisions, shall remain in full force and effect.
§ 20. COUNTERPARTS
This Deed may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
§ 21. ENTIRE AGREEMENT
The Parties represent and agree that they have read this Deed, understand its terms, and have entered into it without duress or coercion. This Deed constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings and arrangements, whether oral or written, between the Parties in relation to the subject matter hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this Deed of Assignment of Trade Mark on ________ in the presence of the witnesses named below.
FOR AND ON BEHALF OF THE ASSIGNOR:
________
Authorised Signatory: ________ (________)
SIGNED AND DELIVERED BY THE ASSIGNOR:
________
Date: ________
Place: ________
Signature:
FOR AND ON BEHALF OF THE ASSIGNEE:
________
Authorised Signatory: ________ (________)
SIGNED AND DELIVERED BY THE ASSIGNEE:
________
Date: ________
Place: ________
Signature:
WITNESS-1
Name: ________
Address: ________
Govt. ID Name & No.: ________
Signature:
WITNESS-2
Name: ________
Address: ________
Govt. ID Name & No.: ________
Signature:
The undersigned, being a duly appointed Notary Public located at ________, on this date the above-named ________ (for the Assignor) and ________ (for the Assignee) appeared before me, were duly identified, and did sign the foregoing Deed.
IN TESTIMONY WHEREOF I subscribe my name and affix my notarial seal on this ________ day of ________.
_______________________
Notary Public
Address: ________
Registration No.: ________
The undersigned, being a duly appointed Notary Public located at ________, on this date the above-named ________ (the Assignor) and ________ (the Assignee) appeared before me, were duly identified, and did sign the foregoing Deed.
IN TESTIMONY WHEREOF I subscribe my name and affix my notarial seal on this ________ day of ________.
_______________________
Notary Public
Address: ________
Registration No.: ________
The undersigned, being a duly appointed Notary Public located at ________, on this date the above-named ________ (the Assignor) and ________ (for the Assignee) appeared before me, were duly identified, and did sign the foregoing Deed.
IN TESTIMONY WHEREOF I subscribe my name and affix my notarial seal on this ________ day of ________.
_______________________
Notary Public
Address: ________
Registration No.: ________
The undersigned, being a duly appointed Notary Public located at ________, on this date the above-named ________ (for the Assignor) and ________ (the Assignee) appeared before me, were duly identified, and did sign the foregoing Deed.
IN TESTIMONY WHEREOF I subscribe my name and affix my notarial seal on this ________ day of ________.
_______________________
Notary Public
Address: ________
Registration No.: ________
SCHEDULE-A
(Details of Trade Mark)
Trade Mark / Mark: ________
Application/Registration Number: ________
Date of Registration: ________
Class(es): ________
Goods/Services Covered: ________
Representation/Description of the Mark: ________
________, an individual, holding Permanent Account Number (PAN): ________, residing at ________ (hereinafter referred to as the "Assignor", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include the Assignor's legal heirs, executors, administrators and permitted assigns) of the ONE PART;
________, an individual, holding Permanent Account Number (PAN): ________, residing at ________ (hereinafter referred to as the "Assignee", which expression shall, unless excluded by or repugnant to the subject or context, be deemed to include the Assignee's legal heirs, executors, administrators and permitted assigns) of the OTHER PART.
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