Trademark assignment

Definition

The paper that moves a brand from the seller's name to the buyer's.

Why It Matters

An asset sale transfers what the agreement lists, so a mark nobody listed stays with the seller, who is then free to use it. That is the whole exposure and it is easy to miss on a business whose value is mostly a name people have trusted for twenty years. A registered mark moves by a signed instrument recorded with the trademark office, and federal law voids an assignment made apart from the goodwill of the business it identifies, which is why the mark and the customer list travel together or neither is worth much. Rights in an unregistered name follow use, so a seller who keeps operating anything under it keeps a claim. Three more things live beside the mark and appear in no schedule by default: the domain, the social accounts, and the phone number the customers dial.

In numbers: A $1.2M price built on a twenty-year-old name, with an agreement listing the vans and omitting the mark, transfers the vans.