Trademark Assignment Agreement — Template

By Casey Scott McKay · 2026-01-15

A complete, recordable model trademark assignment agreement that transfers ownership of a mark from one party to another, together with the goodwill the mark symbolizes, as 15 U.S.C. § 1060(a)(1) requires. The template covers the granting clause, the intent-to-use proviso, related rights and past claims, seller representations, further assurances, and a notarial acknowledgment, with every variable set out as a bracketed placeholder. Clause-by-clause drafting notes explain what each provision does, the authority behind it, and what to change when the facts change — a founder selling one registration, a lender taking collateral, an asset purchase with a schedule of eighty marks. Alternative language is supplied for aggressive and conciliatory postures, for registered versus common-law marks, for partial assignments, and for confirmatory and nunc pro tunc transfers. Filing mechanics cover the USPTO cover sheet under 37 C.F.R. § 3.31, the recordation fee, the three-month window in § 1060(a)(4), foreign and Madrid transfers, and the post-closing calendar. A closing section collects the mistakes that actually void assignments, from reciting goodwill that never moved to assigning an intent-to-use application a week too early.

IP and Technology > Trademarks | Form | Published 15 January 2026 - Updated 10 February 2026 | Casey Scott McKay - marksy.us

Summary. This is a complete, recordable trademark assignment: an instrument that transfers ownership of a mark from one party to another, together with the goodwill the mark symbolizes, as the Lanham Act requires. You get the model document with every variable bracketed, clause-by-clause notes explaining why each provision reads the way it does and what authority stands behind it, alternative language for the aggressive and the conciliatory version, and the filing mechanics — cover sheet, fee, three-month recordation window, foreign and Madrid transfers, and the deadlines to calendar the week after closing. The last section is the list of ways assignments actually fail, which is shorter and more mundane than the case law suggests.

Keywords: trademark assignment · assignment agreement · goodwill · assignment in gross · chain of title · uspto recordation · assignment cover sheet · intent-to-use assignment · section 1060 · short-form assignment · nunc pro tunc · trademark purchase agreement · brand acquisition · schedule of marks · further assurances · domestic representative · madrid transfer · assignment center

Transfer ownership of a trademark from one party to another with this assignment template.

Template — not legal advice. Replace every [BRACKETED] field. Marksy is not a law firm; have important agreements reviewed by a licensed attorney before signing. An assignment that is defective is not merely unenforceable between the parties — it can destroy the priority date the buyer paid for.

What this template is, when to use it, and when not to

A trademark assignment is a conveyance. It is the deed, not the contract. It says who owned the mark, who owns it now, and as of when — and it is written to be uploaded to the USPTO and read by strangers years later who are reconstructing a chain of title.

That design goal explains almost every drafting choice below. The document must be self-contained (a recordation clerk cannot follow a cross-reference to a purchase agreement nobody filed), specific (it must name every serial and registration number it moves), and boring (whatever you put in it becomes public, including the price, if you leave the price in it).

Use this template when a business is sold and the marks go with it, as the short-form conveyance attached to an asset purchase agreement and recorded separately from it; when a single brand is sold on its own — recipe, supplier list, domains, handles, and the registration; when a founder who registered a mark in her own name is moving it into the operating company; when a predecessor's rights need confirming in writing years after the fact; or when title is being cleaned up before a sale.

Do not use it when one of these fits better:

| The situation | The right instrument | Why | |---|---|---| | The seller will keep using the mark, or the buyer wants the seller to keep making the product | Trademark License Agreement — Template with real quality control | An assignment plus continued seller use is a license nobody drafted, and an undrafted license has no quality-control clause. See Naked Licensing. | | Two parties will both use similar marks in different lanes | Trademark Coexistence Agreement — Template | Nobody's ownership changes; you are allocating fields of use. | | The mark is a pending intent-to-use application and no allegation of use is on file | Wait, or restructure | 15 U.S.C. § 1060(a)(1) forbids the transfer except to a successor to an ongoing business. See below. | | A lender wants the mark as collateral | A trademark security agreement plus a UCC-1 | An "assignment" for security can be read as a transfer, and in the ITU context that reading is fatal. Clorox Co. v. Chemical Bank, 40 U.S.P.Q.2d 1098 (T.T.A.B. 1996). | | The deal is a statutory merger | Certified evidence of the merger, recorded | Title passes by operation of law; there is nothing to assign, only something to record. | | The registration says "Acme Inc" and the owner is "Acme, Inc." | A request to correct under 37 C.F.R. § 2.71(d) | A typo in how a name is set out is correctable; substituting a different entity is not. | | You need price, escrow, earnout, reps, and indemnities | A trademark purchase or asset purchase agreement, with this attached as an exhibit | Recorded documents are public. Keep the money in the agreement nobody records. |

The doctrine underneath all of this — why a mark cannot be sold apart from its goodwill, what courts actually examine, and how chains of title break — is worked through at length in Trademarks in the Deal and mapped across every transfer instrument in the Trademark Transactions Toolkit. If you are choosing between transferring and permitting, start at Assignments vs. Licenses.

Before you start

Have these in hand before you open the template. Half the defective assignments in the public record are defective because someone drafted from memory.

Party facts. The assignor's exact legal name as it appears in the USPTO record, its entity type, its state or country of organization, and its principal address. Same for the assignee, plus citizenship — the cover sheet asks for it. If the assignee is not domiciled in the United States, get a domestic representative for service under 15 U.S.C. § 1060(b).

Every property. For each mark: the mark as shown on the drawing, the serial and registration numbers, the filing and registration dates, the class or classes, the filing basis (§ 1(a), § 1(b), § 44(e), or § 66(a)), the current status, and the next maintenance deadline. The Trademark Portfolio Inventory — Template is the working sheet, and it becomes Schedule A.

The intent-to-use question, asked out loud. For every § 1(b) application: has an amendment to allege use or a statement of use been filed? If not, stop and read the timing note below before you set a closing date. Background in Intent-to-Use Applications and From Notice of Allowance to Registration.

Everything that is not a federal registration. State registrations. Foreign registrations, country by country. Madrid international registrations, with the IR number. Unregistered common-law marks, trade dress, and taglines. Domain names, social handles, app-store listings, vanity phone numbers. Copyright in the logo artwork, and the paper showing who owns it.

Encumbrances. A UCC search in the assignor's state of organization, a USPTO assignment-record search on each property, and every license, distribution agreement, coexistence agreement, and settlement — read for anti-assignment and change-of-control clauses. Plus pending TTAB proceedings and litigation. The full request list is the Trademark Due Diligence Checklist; the deal-side sequencing is in the buyer's guide and the IP Due Diligence Toolkit.

The substance of the goodwill. Formulas, specifications, recipes, supplier and customer lists, know-how, packaging artwork, and any personnel who will stay. This is the evidence that will decide, years later, whether the assignment was valid.

Practice tip. Draft Schedule A first and the agreement second. The schedule is the part that gets litigated, the part the cover sheet must match, and the part that reveals — usually around row nineteen — that three of the registrations are already dead.

The model document

Two bracket conventions. [ITEMS IN ALL CAPS] are facts to fill in. [Bracketed passages in ordinary sentence case] are optional provisions or alternative language — keep or cut them, guided by the drafting notes that follow. A slash inside a bracket, like [Assignor agrees / the parties agree], means choose one.

TRADEMARK ASSIGNMENT AGREEMENT

This TRADEMARK ASSIGNMENT AGREEMENT (this "Assignment"), dated as of [EXECUTION DATE] and effective as of [EFFECTIVE DATE] (the "Effective Date"), is made by [ASSIGNOR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ASSIGNOR ADDRESS] ("Assignor"), in favor of [ASSIGNEE LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ASSIGNEE ADDRESS] ("Assignee").

RECITALS

A. Assignor owns the trademarks, service marks, trade names, and trade dress, and the applications and registrations therefor, identified on Schedule A (collectively, the "Assigned Marks"), together with the business and goodwill connected with and symbolized by the Assigned Marks.

B. [Assignor and Assignee are parties to that certain [TITLE OF PRINCIPAL AGREEMENT], dated as of [DATE] (the "Purchase Agreement"), under which Assignor agreed to convey to Assignee certain assets, including the Assigned Marks, and to execute and deliver this Assignment for recording with the United States Patent and Trademark Office and with corresponding authorities in other jurisdictions.]

C. Assignee is acquiring [the business of Assignor to which the Assigned Marks pertain / that portion of Assignor's business to which the Assigned Marks pertain, consisting of [DESCRIBE: the recipes, specifications, supplier relationships, customer lists, inventory, and know-how used in the [DESCRIBE PRODUCT LINE] business]], which business is ongoing and existing, and intends to continue that business under the Assigned Marks.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [Assignor agrees / the parties agree] as follows:

1. Assignment. Assignor hereby irrevocably sells, conveys, transfers, and assigns to Assignee[, and Assignee hereby accepts,] all of Assignor's right, title, and interest, throughout the world, in and to the following:

(a) the Assigned Marks, together with all applications and registrations therefor and all issuances, extensions, and renewals thereof, together with the goodwill of the business connected with the use of, and symbolized by, the Assigned Marks[; provided that, with respect to any application identified on Schedule A as filed under Section 1(b) of the Lanham Act, 15 U.S.C. § 1051(b), for which no amendment to allege use or statement of use has been filed, this Assignment is made to Assignee as the successor to the business of Assignor, or the portion thereof, to which such mark pertains, and that business is ongoing and existing];

(b) all common-law rights in the Assigned Marks, and all rights of any kind accruing under the Assigned Marks under the laws of any jurisdiction, under international treaties and conventions, and otherwise throughout the world;

(c) all royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any of the foregoing; and

(d) all claims and causes of action with respect to any of the foregoing, whether accruing before, on, or after the Effective Date, including all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, unfair competition, breach, or default, with the right but not the obligation to sue for such relief and to collect and retain any recovery.

2. Assignor Representations. [Assignor represents and warrants to Assignee that: (a) Assignor has full right, power, and authority to execute and deliver this Assignment and to convey the Assigned Marks; (b) Assignor is the sole and exclusive owner of all right, title, and interest in and to the Assigned Marks, free and clear of all liens, security interests, licenses, options, and other encumbrances, except as set forth on Schedule B; (c) the registrations and applications listed on Schedule A are subsisting and, to Assignor's knowledge, valid and enforceable; (d) Assignor has not received written notice of, and is not aware of, any pending or threatened claim that the Assigned Marks infringe, dilute, or otherwise violate the rights of any third party, or any pending or threatened proceeding to oppose, cancel, expunge, or reexamine any of them, except as set forth on Schedule B; and (e) Assignor has not granted any license or other right to use the Assigned Marks that survives the Effective Date, except as set forth on Schedule B.]

3. Cessation of Use. [From and after the Effective Date, Assignor shall cease all use of the Assigned Marks and of any mark confusingly similar thereto, except that Assignor may [continue to use the Assigned Marks solely to sell through existing inventory and to exhaust existing packaging and marketing materials for a period of [NUMBER] days following the Effective Date, in accordance with the quality standards and specifications in effect immediately prior to the Effective Date and subject to Assignee's right to inspect]. Assignor shall, within [NUMBER] days following the Effective Date, [amend its organizational documents and any assumed-name filings to remove [MARK] / transfer or cancel the domain names and social media accounts listed on Schedule C].]

4. Recordation and Further Assurances. Assignor authorizes and requests the Commissioner for Trademarks of the United States Patent and Trademark Office[, the International Bureau of the World Intellectual Property Organization, and the officials of corresponding authorities in any applicable jurisdiction,] to record this Assignment and to issue any resulting registration certificate in the name of Assignee. Following the Effective Date, [upon Assignee's reasonable request and at Assignee's expense,] Assignor shall execute and deliver such further assignments, affidavits, declarations, powers of attorney, consents, and other documents, and take such further actions, as may be [reasonably] necessary to record, effect, evidence, or perfect the transfer of the Assigned Marks to Assignee or its successors and assigns.

5. Relationship to the Purchase Agreement. [This Assignment is delivered pursuant to the Purchase Agreement. The representations, warranties, covenants, and indemnities in the Purchase Agreement are not superseded by this Assignment and remain in full force and effect. In the event of any conflict between this Assignment and the Purchase Agreement, the Purchase Agreement governs as between the parties.]

6. Successors and Assigns. This Assignment binds and inures to the benefit of the parties and their respective successors and permitted assigns.

7. Counterparts; Electronic Signatures. This Assignment may be executed in counterparts, each of which is an original and all of which together constitute one instrument. A signature delivered by facsimile, email, or other electronic transmission has the same effect as an original.

8. Governing Law. This Assignment, and any claim or dispute arising out of or relating to it, is governed by the laws of the United States and the State of [STATE], without giving effect to any conflict-of-laws rule that would apply the law of another jurisdiction.

IN WITNESS WHEREOF, [Assignor has / the parties have] executed this Assignment as of the date first written above.

ASSIGNOR: [ASSIGNOR LEGAL NAME]

By: ______________________ Name: [NAME] Title: [TITLE] Date: __________

[Optional — include the assignee's signature only if the assignee accepts the assignment, undertakes obligations under it, or a foreign registry requires it:]

ASSIGNEE: [ASSIGNEE LEGAL NAME]

By: ______________________ Name: [NAME] Title: [TITLE] Date: __________

[Optional — notarization is not required for USPTO recordation but is prima facie evidence of execution and is required by several foreign registries:]

ACKNOWLEDGMENT

State of [STATE] · County of [COUNTY]

On the [ORDINAL] day of [MONTH], [YEAR], before me personally appeared [SIGNATORY NAME], personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the foregoing instrument, who acknowledged that he/she/they executed the same in his/her/their authorized capacity as [TITLE] of [ASSIGNOR LEGAL NAME], and that by his/her/their signature the entity executed the instrument.

______________________ Notary Public My commission expires: [DATE]

SCHEDULE A — ASSIGNED MARKS

| Mark | Jurisdiction | Basis | Serial No. | Reg. No. | Filing Date | Reg. Date | Class(es) | Status | |---|---|---|---|---|---|---|---|---| | [MARK] | U.S. | [1(a)] | [SERIAL] | [REG NO.] | [DATE] | [DATE] | [NN] | Registered | | [MARK] | U.S. | [1(b)] | [SERIAL] | — | [DATE] | — | [NN] | Pending — [SOU filed [DATE]] | | [MARK] | [COUNTRY] | — | [NUMBER] | [NUMBER] | [DATE] | [DATE] | [NN] | Registered |

SCHEDULE B — PERMITTED ENCUMBRANCES, LICENSES, AND PROCEEDINGS · SCHEDULE C — DOMAIN NAMES, SOCIAL ACCOUNTS, AND RELATED ASSETS

Clause-by-clause drafting notes

Preamble — two dates, not one. An execution date and an effective date are different things, and both matter. The three-month recordation clock in 15 U.S.C. § 1060(a)(4) runs from "the date of the assignment." Where signature and closing diverge, say which is which and calendar from the earlier one. Name the assignor exactly as the USPTO record names it; if the record is wrong, fix the record before you record the assignment, not after.

Recitals A and C — the paragraph that saves the deal. Recital C is the most important sentence in the document, and most forms omit it. A mark can be assigned only "with the good will of the business in which the mark is used, or with that part of the good will of the business connected with the use of and symbolized by the mark." 15 U.S.C. § 1060(a)(1). An assignment of the symbol without the goodwill — an assignment "in gross" — is void, and courts have voided assignments that recited goodwill in perfect boilerplate. PepsiCo, Inc. v. Grapette Co., 416 F.2d 285, 288–89 (8th Cir. 1969) (PEPPY cola syrup to PEPPY pepper soda: nullity); Sugar Busters, L.L.C. v. Brennan, 177 F.3d 258, 265–66 (5th Cir. 1999) (retail store for diabetics to diet book: not substantially similar); Clark & Freeman Corp. v. Heartland Co., 811 F. Supp. 137, 141–43 (S.D.N.Y. 1993) (women's boots to men's shoes: buyer lost the priority date it paid for). As the Second Circuit put it, a mark "is merely a symbol of goodwill; it has no independent significance apart from the goodwill it symbolizes." Marshak v. Green, 746 F.2d 927, 929 (2d Cir. 1984).

Recital C is where you write down, in specifics, what else moved. Not "and the goodwill associated therewith" — that is Section 1(a)'s job. When Brindle & Co., a Portland cold-brew roaster, sold BRINDLE COLD BREW to Cascade Beverage Group LLC, Recital C named the roasting profiles, the two green-coffee supplier contracts, the wholesale customer list, the packaging dies, and the head roaster's employment. That paragraph is the difference between a sale of a business and a sale of a certificate.

The trap. Tangible assets are evidence, not elements. A brand-only purchase is valid where the seller still had goodwill and the buyer continues the same consumer meaning — the Seventh Circuit upheld exactly that for one dollar and no tangible assets in Money Store v. Harriscorp Finance, Inc., 689 F.2d 666, 676–78 (7th Cir. 1982). What kills an assignment is not an empty schedule of hard assets. It is a buyer who points the mark at something the seller never sold.

Section 1(a) — the granting clause. "Sells, conveys, transfers, and assigns" in the present tense: this is a present conveyance, not a promise to convey. The goodwill phrase is bolded on purpose. Its absence is close to dispositive against an assignee; its presence proves nothing by itself.

Section 1(a) proviso — the intent-to-use restriction. This is the provision that most often turns a competent deal into a void one. Under 15 U.S.C. § 1060(a)(1) and 37 C.F.R. § 3.16, a § 1(b) application cannot be assigned before an amendment to allege use or a statement of use is filed, except to a successor to the applicant's business, or the portion of it to which the mark pertains, if that business is ongoing and existing. Violate it and the application is void; any registration issuing from it is invalid. Clorox Co. v. Chemical Bank, 40 U.S.P.Q.2d 1098 (T.T.A.B. 1996); TMEP § 501.01(a).

Kestrel Works Inc. sells its outdoor-furniture line to Alder Holdings LLC on Tuesday, 14 April. Its statement of use for KESTREL TERRACE, Serial No. 97/814,552, goes in on Friday, 17 April. If Alder is not a successor to an ongoing business — and a newly formed IP holding company never is — the Tuesday assignment of that application is void, and so is any registration that issues from it. Reverse the order: file the statement of use first, close second, and identical economics produce a valid transfer. The six-month clock that governs the sequencing is in the Statement of Use Filing Checklist.

Section 1(b)–(d) — related rights, income, and past claims. Subsection (b) sweeps in common-law rights, often broader in territory than the registration and the buyer's fallback if the registration is ever cancelled; see Where Your Trademark Rights End. Subsection (d) matters most. Without an express assignment of accrued claims, the buyer cannot sue over infringements that occurred before closing — the seller can, and by then the seller has no incentive to. Assign the claims with the underlying rights; a bare right to sue, transferred alone, is worth nothing. Cf. Righthaven LLC v. Hoehn, 716 F.3d 1166, 1169–70 (9th Cir. 2013).

Section 2 — representations. Delete this entirely when the assignment is a short-form exhibit to a purchase agreement that already contains full reps; duplicating them creates conflicts and, once recorded, publishes them. Keep it — expanded — when this document is the whole deal, the ordinary case for a single-brand sale between small parties.

Section 3 — cessation of use, and the license-back that isn't. If the seller keeps selling branded inventory after closing, that is a license. An undrafted license with no quality standard and no inspection right is a naked license, and naked licensing forfeits the mark. Either draft the phase-out with a standard and an inspection right, as the model does, or use a real license: Drafting a Trademark License That Survives, How to Draft a Trademark License Agreement, and the Quality Control Checklist.

Section 4 — recordation authority and further assurances. The USPTO does not require the assignee's signature, and the request to issue any pending registration in the assignee's name invokes 37 C.F.R. § 3.85. The further-assurances sentence is not filler: foreign registries routinely demand a separate, notarized, apostilled, jurisdiction-specific deed, and sellers become unreachable about four months after the wire clears. Tie the obligation to the seller's survival period and, if you have leverage, take a power of attorney coupled with an interest.

Section 5 — relationship to the principal agreement. Include this only if there is a principal agreement, and make explicit that the reps and indemnities survive. Never restate the purchase price. Recordation is publication.

Section 8 — governing law. Assignment validity under § 1060 is federal law and no choice-of-law clause changes it. State law governs the contract wrapper: authority, capacity, consideration, interpretation, and remedies for breach.

Acknowledgment. Notarization is not required for USPTO recordation, and is worth having anyway. Under 15 U.S.C. § 1060(a)(3) assignments must be "by instruments in writing duly executed," and an acknowledgment is prima facie evidence of execution — as is the USPTO record itself once the assignment is recorded. Several foreign registries require notarization outright, plus an apostille.

Alternative and optional clauses

The buyer-favorable version. Add: a survival period for the Section 2 representations that outlasts the general survival in the purchase agreement; an indemnity for pre-closing infringement claims and chain-of-title defects; a covenant that the assignor will not adopt, use, or register any confusingly similar mark anywhere in the world; a power of attorney, coupled with an interest, letting the assignee execute foreign recordal documents in the assignor's name if the assignor does not act within [15] days; and a knowledge qualifier defined as "actual knowledge after reasonable inquiry, including inquiry of [NAMED INDIVIDUALS]."

The seller-favorable version. Strike Section 2 in favor of "AS IS, WHERE IS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND"; cap further assurances at the assignee's expense and at reasonable requests made within [12] months; and add "Assignor makes no representation as to the validity, enforceability, or scope of the Assigned Marks." A pure quitclaim — "all right, title, and interest, if any" — is the right instrument when the seller genuinely does not know what it owns, which is the norm in bankruptcy sales, receiverships, and estate transfers.

Registered versus common-law marks. Where the mark is unregistered, Schedule A cannot carry serial numbers, so it must describe the mark, the goods or services, the territory of use, and the date of first use in commerce — and Recital A should recite continuous use since that date. There is nothing to record at the USPTO, so § 1060(a)(4) offers no protection and the instrument itself is the buyer's only proof of title. Keep the original. See the Common-Law Priority Evidence Checklist.

Partial assignment. A mark can be split: assignor keeps Class 25, assignee takes Class 30. Say so precisely in Schedule A, class by class and item by item, then divide the registration under 37 C.F.R. § 2.171(b) so the register reflects two owners. Do not do this casually — two owners of one mark for related goods is a § 2(d) collision waiting to happen, and it usually needs a coexistence agreement as a companion.

Confirmatory and nunc pro tunc assignments. Where a transfer actually happened years ago and nobody papered it, a confirmatory assignment is honest and effective: recite the original transaction, its date, and the parties' conduct since. Where nothing happened, backdating invents a past the record will not support. Recordation does not cure it — "[t]he recording of a document ... is not a determination by the Office of the validity of the document or the effect that document has on the title." 37 C.F.R. § 3.54. And a later-signed assignment does not confer retroactive standing in a case already filed. Enzo APA & Son, Inc. v. Geapag A.G., 134 F.3d 1090, 1093 (Fed. Cir. 1998).

Copyright in the logo. A trademark assignment does not move copyright in the artwork. Add a parallel copyright assignment, and check who authored the file — a contractor never signed to a written work-made-for-hire or assignment still owns it. See Who Owns the Work, Transfers, Licenses, and Termination Rights, and the Copyright Ownership and Chain-of-Title Checklist, which also covers the § 203 termination windows that can unwind a transfer decades later. If the logo came out of a generative model there may be no human authorship and so no copyright to convey — do not let the seller warrant one; see the AI, Content, and IP Toolkit.

Tax. In an asset acquisition the parties must allocate consideration under the residual method and file consistent Forms 8594. 26 U.S.C. § 1060. Acquired trademarks are § 197 intangibles, amortizable over fifteen years. 26 U.S.C. § 197(d)(1)(F). Put the allocation in the purchase agreement, never in the recorded assignment.

Filing mechanics

Where it goes. The USPTO's electronic Assignment Center, which replaced the legacy Electronic Trademark Assignment System. Recordation is authorized by 15 U.S.C. § 1060(a)(4)–(5) and governed by 37 C.F.R. §§ 3.11, 3.25, and 3.31.

What you submit. A legible copy of the executed assignment — originals are not required and are not returned — plus a cover sheet giving the conveying party's name, the receiving party's name and address, the nature of the conveyance, every serial and registration number affected, the execution date, the correspondent, and the submitter's signature. 37 C.F.R. § 3.31. The cover sheet must match Schedule A exactly. A registration number in Schedule A but not on the cover sheet is simply not assigned of record.

| Item | Detail | Authority | |---|---|---| | Recordation fee | $40 for the first property in a document; $25 for each additional property in the same document (confirm the current schedule) | 37 C.F.R. § 2.6(b)(6)–(7) | | Recording date | The date the document meeting the requirements is filed | 37 C.F.R. § 3.51 | | Effect of recording | Notice, not adjudication; the Office does not pass on validity | 37 C.F.R. § 3.54 | | Cover-sheet errors | Correctable by submitting a corrected cover sheet with a copy of the original document | 37 C.F.R. § 3.34 | | Priority window | Void against a subsequent bona fide purchaser unless recorded within 3 months of the assignment date or before the subsequent purchase | 15 U.S.C. § 1060(a)(4) |

Proof of transmission. Save the confirmation, the reel and frame numbers from the Notice of Recordation, and a PDF of the assignment record page for each property. That bundle is the buyer's title evidence.

What recordation does not do. It does not change the correspondence address, the email of record, or the attorney of record. Ownership of record often updates automatically when a proper assignment is recorded, TMEP § 504, but correspondence keeps flowing to the seller's old firm until someone files a change of correspondence address and a new appointment of attorney under 37 C.F.R. §§ 2.17–2.18. That is how a § 8 declaration dies in an abandoned inbox eleven months after a clean closing.

Outside the USPTO. State registrations follow each secretary of state's own form and fee. Foreign registries need local counsel and, frequently, notarization, apostille, or consular legalization. For a Madrid international registration the transfer is recorded with WIPO on Form MM5, and the transferee must be entitled to hold an international registration — a national of, domiciled in, or with a real and effective establishment in a Contracting Party. 15 U.S.C. § 1141l; see The Madrid Protocol and the International Trademark Toolkit. Domains transfer through the registrar and handles through each platform's own process — the Online Brand Protection Toolkit covers both.

What to calendar. The three-month recordation deadline from the execution date, set at forty-five days. The next § 8, § 9, and § 15 filings on every acquired registration — Filing a Section 8 Declaration, the Section 8 & 9 Renewal Checklist, Section 15 Incontestability, and, for whoever inherits the calendar, Docketing Deadlines and Trademark Renewal Deadlines Explained. Any statement-of-use or extension deadline. UCC-3 terminations for paid-off liens. Watch-service and CBP recordation updates. Then a pass through the Trademark Assignment Recordal Checklist.

Common mistakes

Reciting goodwill and transferring nothing. Every assignment held in gross recited goodwill. The recital is necessary and nowhere near sufficient.
Assigning an intent-to-use application a week too early. § 1060(a)(1) is a validity rule, not a formality, and the order of operations is outcome-determinative.
Naming the assignor from memory. The name must match the USPTO record. If the record is wrong because the application was filed by the wrong existing entity, no assignment repairs it; the application is void ab initio. Great Seats, Ltd. v. Great Seats, Inc., 84 U.S.P.Q.2d 1235 (T.T.A.B. 2007); TMEP § 1201.02(b).
Assigning from a dissolved entity without checking whether state law lets it wind up or reinstate with retroactive effect.
A schedule and a cover sheet that disagree. Whatever is missing from the cover sheet is missing from the record.
Recording the purchase agreement. You have just published the price, the earnout, and the indemnity cap.
Missing the three-month window and then discovering the seller sold the same mark twice.
Leaving the correspondence address alone, so the maintenance mail goes to the seller's former counsel.
Forgetting the copyright, the domains, the handles, and the foreign registrations. U.S. counsel records at the USPTO and stops; the Canadian and EU registrations sit in the seller's name until the day enforcement matters.
Letting the seller keep selling with no quality standard, converting a clean assignment into a naked license.
Buying a registration to win a priority fight. That is the Clark & Freeman fact pattern, and it ends with the buyer's priority reverting to its own first use.
Skipping the abandonment question. If the seller stopped using the mark years ago, there may be nothing left to buy — three consecutive years of non-use is prima facie abandonment. 15 U.S.C. § 1127; see Use It or Lose It and Proving and Defeating Trademark Abandonment. Goodwill can survive a closed business for a while, Defiance Button Machine Co. v. C & C Metal Products Corp., 759 F.2d 1053, 1059–60 (2d Cir. 1985), but not indefinitely.

One last thing, and it is the item most often skipped: after you acquire a brand, you inherit its marketing. Every comparative ad, every "compatible with," every third-party logo in the collateral you just bought is now your exposure. Run the Trademark Fair Use Audit Checklist across the acquired materials in the first quarter, while the seller's people are still answering email.