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Draft Board Resolution for Assignment of Trademark

draft board resolution for assignment of trademarkAn assignment of a registered trademark happens when the title and all rights of the owner of that trademark or service mark is permanently transferred to another person/organisation for a consideration or otherwise. Here, the transferring party is called the “assignor” and the receiving party is called the “assignee”.

An assignment of trademark is quite different from licensing of trademark where title and rights of ownership is not transferred and only a limited period permission is granted to use the trade mark for certain allowed purposes.

Templates of board resolutions for assignment of trademark of the company in different cases are as under—

SAMPLE #1
(Complete Assignment)

“RESOLVED THAT the following Trademark, owned by the company, be assigned in favour of (Name of the Party) (the 'Assignee'), at a total consideration of (amount in figures) (amount in words).

          "Name of the Trademark" (Image)

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorised to execute the Deed of Assignment between the company and the Assignee as per the draft deed tabled before the meeting and initialed by the Chairman for the purpose of identification.

RESOLVED FURTHER THAT on execution of the said Deed of Assignment for the assignment of the above mentioned Trademark of the company, all rights with respect to the said mark, including rights to further transfer/assign the mark and to earn royalties, shall stand transferred in favour of (Name of the Party) from the date of execution of the deed.

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorised to  submit necessary form of application under section 45 of the Trade Marks Act, 1999 for registration of the assignment and to do all such acts, deeds and things in this regard to give effect to the foregoing resolutions.”


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SAMPLE #2
(Partial Assignment)

“RESOLVED THAT the consent of the Board of Directors of the company be and is hereby accorded for partial assignment of the following Trademark of the company, in favour of (Name of the Party) (the 'Assignee'), at a total consideration of (amount in figures) (amount in words).

          "Name of the Trademark" (Image)

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorised to execute the Deed of Assignment between the company and (Name of the Party) as per the draft deed tabled before the meeting and initialed by the Chairman for the purpose of identification.

RESOLVED FURTHER THAT on execution of the said Deed of Assignment for the partial assignment of the above mentioned Trademark of the company, the rights on the said trademark for the use with respect to the (Name of the specific products / services), shall stand transferred in favour of (Name of the Party) from the date of execution of the deed.

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorised to  file necessary Form with the concerned authority and to do all such acts, deeds and things in this regard to give effect to the foregoing resolutions.”


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SAMPLE #3
(Complete Assignment along with Goodwill on the product and any other products)

“RESOLVED THAT the following Trademark, owned by the Company, be assigned in favour of (Name of the Party) (the 'Assignee'), at a total consideration of (amount in figures) (amount in words) and a Deed of Assignment be executed for the purpose of assignment of all rights on the mark for use of the mark with respect to ............. products/ services as well as any other products/ services the Assignee manufactures/ renders .

          "Name of the Trademark" (Image)

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorised to execute the Deed of Assignment between the Company and the Assignee as per the draft deed tabled before the meeting and initialed by the Chairman for the purposes of identification.

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorised to make an application to the Controller General of Patents, Designs & Trade Marks for registration of the assignment and to do all such acts, deeds and things in this regard to give effect to the foregoing resolutions.”



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SAMPLE #4
(Gross Assignment without Goodwill on the product, but can use for other products)

“RESOLVED THAT the following Trademark, owned by the company, be assigned in favour of (Name of the Party) (the 'Assignee'), at a total consideration of (amount in figures) (amount in words) and a Deed of Assignment be executed for the purpose of assignment of all rights on the mark for use of the mark with respect to any products/ services as the Assignee manufactures/ renders, except for the (name of the products/ services).

          "Name of the Trademark" (Image)

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorised to execute the Deed of Assignment between the company and the Assignee as per the draft deed tabled before the meeting and initialed by the Chairman for the purposes of identification.

RESOLVED FURTHER THAT (Name of the Officer), (Designation) be and is hereby authorised to sign and submit FORM TM-P to the Controller General of Patents, Designs & Trade Marks and to do all such acts, deeds and things in this regard to give effect to the foregoing resolutions.”

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