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Nunc Pro Tunc Trademark Assignment Template
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Nunc Pro Tunc Trademark Assignment Template
This Nunc Pro Tunc Trademark Assignment (the “Agreement”) is entered into as of [Signature Date] by and between:
Assignor: [Assignor Legal Name], a [State/Country] [entity type], address: [Address] (“Assignor”).
Assignee: [Assignee Legal Name], a [State/Country] [entity type], address: [Address] (“Assignee”).
Assignor and Assignee may be referred to individually as a “Party” and collectively as the “Parties.”
1. Background and Intent
1.1 The Parties intend to document the transfer of the trademark rights described in this Agreement.
1.2 The Parties agree that the transfer is effective nunc pro tunc as of [Retroactive Effective Date] (the “Effective Date”), even though this Agreement is signed on [Signature Date].
2. Assigned Trademark Rights
2.1 Marks Covered. Assignor assigns to Assignee all right, title, and interest in and to the following trademark(s) (the “Marks”):
Mark: [Word/Design Mark]
Jurisdiction: [e.g., United States / EU / UK / Other]
Registration No. (if any): [Number]
Application/Serial No. (if any): [Number]
Goods/Services: [Brief description]
Owner of Record (as shown): [Name]
2.2 Related Rights Included. The assignment includes, to the extent owned by Assignor and transferable:
all common law rights and registrations/applications for the Marks;
the right to claim priority from and through the Marks;
rights to sue for infringement and recover for past, present, and future infringement, as permitted, including for acts occurring on or after the Effective Date; and
associated domain names, social handles, and brand identifiers listed here (optional): [List].
3. Goodwill
3.1 Goodwill Transfer. Assignor assigns the Marks together with the goodwill of the business symbolized by the Marks and the portion of Assignor’s business and/or product/service line associated with the Marks.
4. Consideration
4.1 In exchange for the assignment, Assignee will provide the following consideration: ☐ $[Amount] ☐ other: [Describe].
4.2 The Parties acknowledge receipt and sufficiency of consideration.
5. Nunc Pro Tunc Effective Date
5.1 Effective Date. The Parties agree the assignment is effective as of [Retroactive Effective Date].
5.2 No Prejudice to Third Parties. The Parties acknowledge that retroactive language is intended to reflect their intent between themselves and does not waive or determine any rights of third parties.
6. Recordation and Further Assurances
6.1 Authorization to Record. Assignee is authorized to record this Agreement (or a short-form version) with any relevant trademark office(s), including: [USPTO/EUIPO/UKIPO/Other].
6.2 Cooperation. Assignor will reasonably cooperate to execute additional documents needed to confirm or record the assignment, including declarations or corrective filings, at Assignee’s reasonable request.
6.3 Power to Sign (Optional). If permitted, Assignor appoints Assignee as Assignor’s attorney-in-fact solely to execute ministerial recordation forms if Assignor fails to cooperate after reasonable written notice (optional): ☐ Yes ☐ No.
7. Representations
7.1 Assignor represents that, to the best of Assignor’s knowledge:
Assignor owns the rights being assigned and has authority to transfer them;
Assignor has not previously assigned the Marks to another party, except as disclosed here: [Disclosures]; and
there are no known liens or security interests on the Marks, except: ☐ none ☐ listed here: [Details].
7.2 Assignee represents it has authority to enter into this Agreement.
8. Notices (Optional)
8.1 Notices must be in writing and delivered to the addresses above (or updated in writing) by: ☐ email ☐ certified mail ☐ courier ☐ other: [Method].
9. Governing Law
9.1 This Agreement is governed by the laws of [State/Country], without regard to conflict-of-law rules.
10. Entire Agreement; Counterparts
10.1 This Agreement is the entire agreement regarding the assignment of the Marks described above and replaces prior written or oral understandings on that subject.
10.2 This Agreement may be signed in counterparts and by electronic signature, each of which is treated as an original.
Signatures
By signing below, the Parties agree to this Nunc Pro Tunc Trademark Assignment as of the Signature Date, effective as of the Effective Date.
Assignor: [Assignor Legal Name]
Name/Title: [Authorized Signer Name, Title]
Date: [Date]
Signature: ___________________________
Assignee: [Assignee Legal Name]
Name/Title: [Authorized Signer Name, Title]
Date: [Date]
Signature: ___________________________
Witnesses (If Required)
Witness Name: [Name]
Date: [Date]
Signature: ___________________________
Notary / Notarization (Optional)
State of [State]
County of [County]
On [Date], before me, [Notary Name], personally appeared [Assignor Signer Name] and [Assignee Signer Name], known to me (or satisfactorily proven) to be the persons whose names are subscribed to this Agreement, and acknowledged that they executed it for the purposes stated.
Notary Public Signature: _______________________
My Commission Expires: _______________________
Notary Seal (if applicable): ___________________
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Nunc Pro Tunc Trademark Assignment Template
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For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
NUNC PRO TUNC TRADEMARK ASSIGNMENT TEMPLATE FAQ
What is a nunc pro tunc trademark assignment?
A Nunc Pro Tunc Trademark Assignment is an assignment that states the transfer is effective “as of” an earlier date. It is commonly used to correct paperwork timing issues (for example, when the parties intended a transfer earlier but the written assignment was signed later).
Does a nunc pro tunc assignment change ownership for all purposes?
It can document the parties’ intent, but retroactive language may not affect third-party rights or legal consequences in every situation. This template includes a neutrality clause so the parties acknowledge the retroactive date is between them and does not waive rights of others.
What should be included in a trademark assignment?
Include: assignor and assignee information, the exact mark(s) being assigned (registration or application numbers), the effective date, a clear statement transferring the trademark and associated goodwill, consideration, and authorization to record the assignment (for example, with the USPTO).
Do you have to record a trademark assignment?
Recording is often recommended (especially in the U.S.) to create a public record and help avoid disputes, but rules vary by jurisdiction. This template includes an optional recordation authorization and cooperation clause.
What is “goodwill,” and why does it matter?
Goodwill is the customer recognition and reputation associated with the mark. Many jurisdictions require that a trademark assignment include the goodwill connected to the mark (or the business/line of business) to avoid an invalid “assignment in gross.” This template includes goodwill transfer language.
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