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Transferring ownership/ Assignments FAQs

Assignment Center has replaced the Electronic Patent Application System (EPAS) and Electronic Trademark Assignment System (ETAS). Assignment Center makes it easier to transfer ownership or change the name on your patent or trademark registration. 

See our how-to guides on using Assignment Center for   patents  and  trademarks . If you have questions, email  [email protected]  or call customer service at 800-972-6382.

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Transferring Ownership / Assignments

• Transferring Ownership / Assignments, Procedures

The Assignment Recordation Branch in the Public Records Division processes and records assignment documents for both patent and trademark properties.

Essentially the rules:

(1) specify the minimum information about the transaction that must be submitted;

(2) require submitters to submit this information of a separate cover sheet; and

(3) specify that submissions must be legible and of such quality to permit processing; and

(4) pay the proper recording fee.

The rules permit submission of true copies of assignment-related documents; original documents are not required nor desired, as they will not be returned.

You may contact the Assignment Center customer service desk at 571-272-3350 from 8:30 a.m. to 5 pm ET Mondays through Fridays, except on federal holidays. You may e-mail questions about electronic filing to [email protected] .

Payment may be made by use of a check, credit card, money order or USPTO deposit account if submitting documents in paper. Trademark assignments submitted electronically may be paid by credit card, USPTO deposit account or electronic fund transfer (EFT). The USPTO accepts VISA, MASTERCARD, AMERICAN EXPRESS and DISCOVER credit cards.

>> see How to Pay Fees for a current fee schedule and for more about fee payments

No. All documents that meet the minimum requirement in 37 CFR 3 are processed and recorded. Persons buying or selling properties should be sure that there is an accurate chain of title in place before submitting recordation requests.

No, these forms are not mandatory. However, the USPTO strongly encourages their use. Completing the forms in their entirety ensures that all the required information for recordation has been sent to the office. The forms are available in PDF-fillable format on the USPTO Forms page , thus making them quick and easy to prepare.

When these forms are received in the USPTO, they are scanned along with the supporting documentation. The bibliographic data from the cover sheet is then entered into the PTAS system and the documents are processed.

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Trademark Attorneys Trusted For Our Experience®

Trademark Assignments: How to Buy, Sell, Or Transfer A Trademark

By Eric Perrott, Esq.

Much like traditional assets such as machinery or real estate, trademarks are assets that can be bought, sold, and transferred. Unlike physical assets, however, trademarks must be transferred in a purposeful way to ensure that the underlying meaning, or “goodwill”, is also transferred. 

A trademark could be a word, a phrase, a symbol, or even a shape. However, one thing all different forms of trademarks share are that they represent a single source. They are essentially a shortcut for consumers to bring to mind a company’s quality, customer service, and even values, at a glance. A trademark only has value because of the impact it has on consumers and the exposure consumers have had to that brand. 

When transferring a trademark, simply allowing another company to use the trademark is not enough. You must transfer not only the right to the word or image, but also the underlying goodwill behind the trademark.

It is crucial that trademark owners properly transfer, or “assign” their trademarks to avoid delays, confusion, or worst of all, a break in title that could invalidate the earlier use of the trademark and ruin the value of the trademark. 

A Trademark Assignment Transfers Trademark Rights

A proper trademark assignment is not just a transfer of registration the way many business assets are transferred. There is a wording specific to trademark assignments known as a “transfer of goodwill” – this is written fully as a transfer of “(1) all the property, right, title and interest in and to the Trademark including all common law rights connected therein together with the registrations therefor for the United States and throughout the world together with the goodwill of the business in connection with which the Trademark is used and which is symbolized by the Trademark; (2) all income, royalties, and damages hereafter due or payable to Assignor with respect to the Trademark, including without limitation, damages, and payments for past or future infringements and misappropriations of the Trademark; and (3) all rights to sue for past, present and future infringements or misappropriations of the Trademark.” 

By including those clear rights and benefits, trademark owners make it clear that all the rights associated with the trademark are now the new owners’, including enforcement rights, royalty rights, and licensing rights.  However, all responsibilities are also to the new owners, such as ensuring there is no confusion with another mark, that renewals are timely filed, and any misuse of a mark is monitored to ensure the quality assurance associated with the mark. 

If the goodwill is not transferred, the new owner is essentially stating that they will not work to maintain the mark’s reputation among consumers. 

Common Issues with Preparing and Filing Assignments

When filing an assignment, either current or in the past, the assignment requires: 

• the proper names of owners – if business entities, then complete names of active business entities
• the date any transfer took place, whether in the past or on the date of signing 
• the language above for all goodwill and interest and rights to sue for past infringement 
• signatures of both the assignor and assignee – or qualified representatives of those entities

This may seem simple, but when completing a trademark assignment, it is important to understand why each of these items are needed in order to ensure that the transfer is done correctly. The mere fact that the USPTO accepts a recordation of an assignment does not mean it is valid.

 One common pitfall of attempting to file an assignment yourself is mixing up assignor or assignee, writing the wrong owner, or assigning the mark to an individual and not a business entity. Before assigning a trademark, ensure that you consider why the transfer is taking place. 

For example:

• You may be transferring a trademark from one company you own to another as a restructuring of assets, such as a holding company or a change in tax status. 
• You might have sold the business and all underlying trademark rights in the business name.
• You may be transferring a mark according to a will or bankruptcy.
• You may be transferring from your name, personally, to a newly created entity

All of these situations have their own nuances and it is easy to confuse who owns the rights with who is receiving them. No matter what, ensure that your assignment matches the owner on the trademark registration. Sometimes a trademark might change hands two or three times, with a few corporate name changes in the middle. You should be able to draw a straight line from the original owner to the new owner, and each step must be documented with the USPTO to ensure the recordation is valid. It might be a multi-step process involving multiple parties and, while complicated, it is essential that the ownership and chain-of-title are both correct.

Another common pitfall occurs when filing other documents, such as renewals. The filer is required to sign a sworn statement that the owner is correct. If the old owner files a renewal in the name of the old organization, the owner may have made a sworn statement that it was the owner of the mark, which could cause delays or even prejudice the registration in future proceedings.

Similarly, if the new owner files, they cannot simply change the name in the renewal. This will cause significant delays, as they will need to prepare an assignment and record it with the USPTO’s assignment branch before the renewal can be filed. If close to deadlines, this could get extremely complicated and cause additional fees or potential loss of rights.

Trademark assignments are an important part of the trademark lifecycle, as they allow trademark owners to buy and sell brands and further benefit from the goodwill represented by their brands. However, trademark owners should carefully consider the content of any assignment documents and ensure that they match the reality of the situation and the requirements of the USPTO.

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Eric Perrott, Esq.

Eric Perrott, Esq. is a trademark and copyright attorney committed to providing high-quality legal services for any sized budget. Eric’s ability to counsel clients through any stage of trademark and copyright development and protection allows him to provide his clients with personalized advice and unique analysis. Eric can be reached directly at: [email protected]. The contents of this blog are for informational purposes only and may not be relied on as legal advice.

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General Trademark Ownership

What Is an Intellectual Property Assignment Agreement?

An intellectual property assignment agreement is a legally binding contract that transfers ownership of intangible assets, such as patents, trademarks, copyrights, and trade secrets, from one party to another. This agreement establishes clear boundaries and legal clarity regarding the ownership and usage of intellectual property rights. A meticulously drafted assignment agreement offers numerous benefits, including clarity on ownership, enhanced legal protections, and streamlined dispute resolution mechanisms. By understanding the intricacies of intellectual property assignment agreements, parties can navigate complex transactions with confidence, securing a financial future and minimizing the risk of disputes and litigation.

Table of Contents

Purpose of an Assignment Agreement

Assigning intellectual property rights through an assignment agreement serves to legally transfer ownership and facilitate the smooth exchange of intangible assets between parties. This transfer can be vital in various business transactions, such as mergers and acquisitions, licensing agreements, and collaborations. The primary purpose of an assignment agreement is to establish clear boundaries and legal clarity regarding the ownership and usage of intellectual property rights.

Key Components of the Agreement

A thorough intellectual property assignment agreement typically comprises several fundamental elements that delineate the terms and scope of the intellectual property transfer. These components are pivotal in facilitating a seamless transfer of ownership and minimizing potential disputes.

One of the key components is the assignment scope, which outlines the specific intellectual property rights being transferred. This includes the type of intellectual property, such as patents, trademarks, or copyrights, as well as the geographical region in which the rights apply. The assignment scope should be clearly defined to avoid ambiguity and confirm that both parties understand the extent of the transfer.

Ownership clauses are another indispensable component of an intellectual property assignment agreement. These clauses establish the new owner's rights and responsibilities, including the right to use, modify, and license the assigned intellectual property. The ownership clauses should also address any existing licenses or agreements related to the intellectual property, facilitating a smooth transfer of ownership and minimizing potential disputes. By including these key components, an intellectual property assignment agreement can provide a clear and exhaustive framework for the transfer of intellectual property rights.

Types of Intellectual Property Assigned

The types of intellectual property assigned under an intellectual property assignment agreement can vary widely, spanning patents, trademarks, copyrights, trade secrets, and other forms of intangible assets. These intellectual property rights can include creative assets such as literary works, musical compositions, and artistic creations. Patent protections, including utility patents, design patents, and plant patents, can also be assigned. In addition, trade secrets, including confidential business information and proprietary knowledge, can be transferred under the agreement. Additionally, copyrights, including those related to software, databases, and other digital works, can be assigned. The agreement may also cover industrial property rights, such as industrial designs and geographical indications. The specific types of intellectual property assigned will depend on the nature of the transaction and the parties involved. By clearly defining the intellectual property rights being transferred, the assignment agreement guarantees that all parties are aware of their rights and obligations.

Benefits of a Comprehensive Agreement

A meticulously drafted intellectual property assignment agreement offers numerous benefits, including clarity on ownership, enhanced legal protections, and streamlined dispute resolution mechanisms. By establishing clear expectations, parties can avoid misunderstandings and guarantee a smooth transfer of intellectual property rights. This, in turn, fosters mutual trust and cooperation, vital for a successful collaboration. A detailed agreement also provides a clear understanding of the rights and obligations of each party, minimizing the risk of disputes and litigation. In addition, it enables parties to address potential issues proactively, reducing the likelihood of costly and time-consuming disputes. With a well-crafted agreement in place, parties can concentrate on their core objectives, secure in the knowledge that their intellectual property rights are protected. By providing a clear framework for the transfer of intellectual property rights, a detailed agreement promotes confidence, stability, and predictability, ultimately leading to more successful collaborations and business relationships.

Risks of Not Having an Agreement

In the absence of a thorough intellectual property assignment agreement, parties risk forfeiting valuable rights and facing unforeseen consequences. Without a clear understanding of ownership and usage rights, parties may inadvertently relinquish control over their intellectual property, leading to potential infringement and litigation. Additionally, failure to establish a formal agreement can lead to financial losses and reputational damage.

Loss of IP Rights

Frequently, failure to establish clear intellectual property rights through a formal agreement can lead to unintended and irreversible consequences, including loss of IP ownership and control. This can culminate in abandoned innovation, where valuable ideas and creations are left unprotected and open to exploitation by others. Without a formal agreement, creators and inventors risk expropriation, where their intellectual property is taken and used without their consent or compensation.

In the absence of a clear assignment agreement, intellectual property rights can be lost or compromised, leaving creators vulnerable to unauthorized use, reproduction, and distribution of their work. This can lead to a loss of revenue, reputation, and competitive advantage. Furthermore, the lack of a formal agreement can create uncertainty and ambiguity, making it challenging to resolve disputes or negotiate licensing agreements.

To avoid these risks, it is crucial to establish a clear and detailed intellectual property assignment agreement that defines the terms of ownership, use, and exploitation of intellectual property. By doing so, creators and innovators can safeguard their valuable assets and guarantee that their intellectual property rights are respected and enforced.

Infringement and Litigation

Without a thorough intellectual property assignment agreement, creators and innovators expose themselves to the risks of infringement and litigation, where unauthorized use of their intellectual property can lead to costly legal battles and reputational damage.

Infringement and litigation risks can manifest in various ways, including:

Financial Consequences

Failure to establish a thorough intellectual property assignment agreement can lead to substantial financial losses, including legal fees, damages, and lost revenue. Without a clear agreement, parties may be exposed to unforeseen financial burdens, which can be detrimental to a business's financial health.

Some of the financial consequences of not having an intellectual property assignment agreement include:

• Unanticipated tax implications, such as unexpected tax liabilities or lost deductions
• Increased legal fees associated with disputes or litigation
• Loss of revenue due to unauthorized use or misappropriation of intellectual property

In the absence of a comprehensive agreement, parties may be forced to allocate significant resources to resolve disputes, which can divert attention and funds away from core business activities. Furthermore, the financial consequences of not having an agreement can have long-term effects on a business's financial stability and growth prospects. It is essential to prioritize the establishment of a thorough intellectual property assignment agreement to mitigate these risks and ensure a secure financial future.

Negotiating the Terms of Transfer

During the negotiation process, it is vital to carefully consider the terms of transfer to secure that the intellectual property rights are assigned in a manner that aligns with the parties' interests and objectives. This phase is pivotal in verifying that the rights are transferred effectively, and the parties' expectations are met.

Set Boundaries: A key aspect of negotiating the terms of transfer is to establish clear boundaries and define the scope of the intellectual property rights being assigned. This includes specifying the type of intellectual property, the territory where the rights will be exercised, and the duration of the assignment. By setting these boundaries, parties can avoid potential disputes and confirm a smooth transfer process.

Define Expectations: It is imperative to define the expectations of both parties regarding the assignment. This includes outlining the responsibilities of each party, the payment terms, and the consequences of non-compliance. By defining these expectations, parties can confirm that they are on the same page and that the assignment is carried out as intended. A well-negotiated agreement can prevent potential conflicts and confirm a successful transfer of intellectual property rights.

Enforcing the Assignment Agreement

Once the terms of the intellectual property assignment agreement have been negotiated and finalized, the next step is to guarantee that the agreement is properly enforced to protect the interests of all parties involved. This is crucial to ensure that the intellectual property rights are transferred correctly and that all obligations are fulfilled.

To ensure effective enforcement, parties should be aware of potential issues that may arise, including:

• Contract Breaches : One or both parties may fail to fulfill their obligations, which can lead to disputes and legal action.
• Jurisdictional Issues : Disputes may arise due to conflicting laws or regulations in different jurisdictions, making it essential to define the governing law and dispute resolution mechanisms in the agreement.
• Dispute Resolution Mechanisms : Establishing clear procedures for resolving disputes, such as arbitration or mediation, can help prevent costly and time-consuming litigation.

Frequently Asked Questions

Can an assignment agreement be verbal or must it be written?.

While oral contracts are legally binding, it is highly advisable to have a written intellectual property assignment agreement, providing written proof of the terms and minimizing potential disputes, as verbal agreements can be difficult to enforce.

Are There Jurisdictional Differences in Assignment Agreement Laws?

Jurisdictional differences in assignment agreement laws exist, particularly in cross-border issues, with regional variations in contractual requirements, formalities, and statutory provisions governing intellectual property rights, necessitating careful consideration of local laws and regulations.

Can Intellectual Property Be Assigned to Multiple Parties Simultaneously?

Yes, intellectual property can be assigned to multiple parties simultaneously, leading to joint ownership and shared rights, where each co-owner holds an undivided interest in the IP, with corresponding rights and obligations.

Is an Assignment Agreement the Same as a Non-Disclosure Agreement?

No, an assignment agreement and a non-disclosure agreement are distinct, with contractual differences and legal implications. The former transfers intellectual property rights, while the latter protects confidential information, each serving unique purposes in safeguarding intellectual property.

Can an Assignment Agreement Be Terminated or Cancelled?

A well-drafted assignment agreement can be terminated or cancelled upon mutual agreement or due to material breach, with consequences outlined in the contract, while contractual loopholes may provide avenues for termination or renegotiation.

January 25, 2024

Funding a Trust with a General Assignment

Take-Away: Using a general assignment to fund a Trust, sometimes executed by an attorney-in-fact is often legally effective to fund the principal/settlor’s Trust, but questions can often arise using a general assignment.

Background: If the beneficiaries of a settlor’s Trust are different from the settlor’s probate estate, great care needs to be sure that the Trust is funded as the settlor intends, and while the settlor is alive, if possible. If the Trust funding document is vague or incomplete, a dispute can easily arise between the estate beneficiaries and the Trust’s beneficiaries. This potential problem becomes acute if the Trust funding is done by an agent under the settlor’s durable power of authority (does such authority exist?) and the scope of the document used to accomplish the Trust’s funding (can the asset be transferred by a general assignment?)

Example: Rex, age 86, is in the hospital facing life-endangering surgery in two days. Rex owns several bearer bonds of significant value, held in safe deposit boxes at three different Grand Rapids banks. Rex calls his attorney to the hospital. Rex explains that he wants a full estate plan, e.g., pour-over Will, Revocable Trust, durable power of attorney for financial affairs asap. Rex’s Will is to benefit charities and provide some financial bequests to several friends. Rex’s Trust is intended to benefit his children and grandchildren. This plan is expeditiously prepared by Rex’s attorney in the following 24 hours. The attorney returns to Rex’s hospital room with these documents just prior to Rex’s scheduled surgery. The named successor trustee, also in the hospital room, signs an Acceptance of Trust. Rex’s agent is given the authority under the durable power of attorney to execute general assignments and full authority to fund Rex’s Trust. There is only time enough to token-fund Rex’s Trust before Rex is rolled into the operating room. To get the bearer bonds into Rex’s Trust the agent under Rex’s durable power of attorney is asked to write on some available paper a general assignment of Rex’s assets to the trustee of Rex’s Trust. A nurse photocopies the agent’s handwritten general assignment. Copies in hand, the agent and the attorney then proceed to serve any bank employee at each of the three banks who is willing to date stamp the presented general assignment, including date and time of presentment. Rex dies from his surgery the following day. Does the Personal Representative of Rex’s probate estate challenge the agent’s handwritten general assignment that was executed the prior day? Is that general assignment valid and enforceable? Are Rex’s bearer bonds part of his probate estate or held in his Trust?

Assignments: Some courts require that an assignment be supported by legal consideration. However, gratuitous assignments have been generally enforceable for centuries. More to the point, if an agent acting under a durable power of attorney assigns assets to the principal/settlor’s Trust, the Trust’s revocability means that the settlor merely became, via the general assignment, the property’s equitable owner, as he/she had been its legal owner before. Restated, there is no re-ordering of economic interests and no gifting when the settlor’s Trust is funded. As such, re-titling general assignments to a revocable Trust are common in modern estate plans, and they seem to be ‘tolerated’ by probate courts when the question arises if the settlor’s Trust was fully funded prior to his/her death. See, Estate of Willings, 2023 WL 6994425, Oklahoma, 103. ) However, when a general assignment used to transfer property to the settlor’s revocable Trust, some questions can still arise. Examples follow:

• Adequate Identification: Sometimes the property-to-be-entrusted to the trustee is not adequately identified in the assignment. However, location can be used an acceptable identifier of fungible cash for estate planning purposes. Arguably this same general ‘reference to its location’ rule should be an acceptable identifier for bearer bonds. A reference by Rex in his general assignment to ‘all assets that I own and possess held in the safe deposit boxes located at Bank A, Bank B, and Bank C should be sufficient to transfer the contents of those three safe deposit boxes to Rex’s Trust.
• Ascertainable: The property that is subject to the general assignment should be sufficiently ascertainable. Yet often the settlor’s interest in bonds is fully vested and possessory. Or, as another example, in the Willings case cited above, the possible right to a recovery incident to a pending wrongful death action was held to be presently assignable to the Trustee.
• Notice to Debtors: Many courts do not require advance notice to debtors, e.g., bond issuers; contract obligors. While it is desirable to provide notice to an issuing life insurance company of the transfer of an existing life insurance policy to the insured’s Trust, in equity such a notice is not required for the asset’s entrustment to the trustee to be enforceable. [See, Loring and Rounds: A Trustee’s Handbook, Section 2.1.1, (2024). ]
• Notice to Banks: Often a bank will not be given notice of the assignment to the settlor’s Trust. The validity of the general assignment is not contingent upon notice to a mere custodian of assigned property.
• Missing Trustee: What if the trustee of Rex’s Trust is unavailable to accept the assets transferred to the Trust under the agent’s general assignment? In equity, a Trust must not fail for want of a Trustee. In the Rex example, had Rex’s Trust instrument not provided for a successor trustee who was ready, willing, and able to accept the assignment, it would have fallen to the probate court to find someone who would be, but effective as of the date of the assignment.

Conclusion: As a practical matter, the Michigan Trust Code, based on the Uniform Trust Code, does not provide many answers about the transfer of assets to a Trust under a general assignment. It is the law of assignments, not the law of trusts, that govern the funding of a Trust and what constitutes legally enforceable actions that are taken to fund a Trust. Of course, it is much better to use actual transfer documents like deeds, bills of sale, reregistration of investment account ownership etc. to document the settlor’s intent to transfer assets to his/her Trust. But for other assets, like cash, bearer bonds, etc., a general assignment can be a useful tool to document the settlor’s intent, effective on the date of the signed assignment.

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Home Business Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Written by Josh Sainsbury | Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Sales and Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
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Trademark Assignment: How to Transfer Trademark Ownership

Trademarks are valuable representations of the goodwill of your business that connects a specific product to your brand for your consumers. As your startup or business matures (or if you acquire a company) you will likely need a trademark assignment agreement. This is a type of agreement for transferring ownership that provides a variety of business benefits necessary for protecting purchased or transferred trademark rights.

Table of Contents

What Is Trademark Assignment?

A trademark assignment is the formal process for transferring the ownership of a trademark and the associated rights that ownership provides (e.g., use, licensure, further assignment, etc.). Often, a trademark assignment is part of a larger transaction such as an asset purchase agreement or a corporate reorganization.

When Is the Assignment of Trademark Procedure Necessary?

You will need an assignment of trademark any time you are transferring trademarks permanently. Such transfers can be within a larger corporate structure (e.g., from a parent company to a subsidiary), to a family member (e.g., via an estate administration), or to an outside party via sale.

For situations that don’t involve the owner of the trademark transferring to a new owner, you may consider a trademark licensing agreement. Unlike a trademark assignment, a license does not transfer ownership, and instead, gives the rights commonly associated with ownership. For example, you typically see trademark licensing in the context of franchise agreements, merchandising, endorsement deals, etc.

Here’s How to Transfer Trademark Ownership

The process for transferring a trademark via assignment may vary depending on the context of your situation. Relevant to determining the process will be the nature of the transaction along with the relationship between the assignee and assignor. Your checklist will also vary depending on if you are the buyer or seller of the trademark. That said, you will generally consider the following steps for a complete assignment:

• Due diligence
• Determine authority to transfer the trademark
• Execute trademark assignment agreement (What should be included in a trademark assignment form)
• Complete ancillary agreements necessary to give effect to trademark transfer
• Notify the U.S. Patent and Trademark Office (USPTO) of change of ownership

1. Due Diligence

Not all trademarks are created equally because of their rights that exist in common law and through statutory law at the state and federal levels. As a result, it’s important to research the trademark status before taking possession. Primarily, you will want to search for its registration number with applicable state and federal agencies (i.e., the USPTO). Having a registered mark improves your ability to enforce against trademark infringement and protect its value after acquisition as part of the goodwill of the business.

2. Determine Authority to Transfer the Trademark

Another integral part of transferring a trademark through an assignment is verifying that the assignor has the authority to transfer the title to the assignee. A Miami trademark lawyer from Cueto Law will be able to help you verify that authority, but you will generally check in two ways. The first will be confirming ownership reflected on trademark registration documents recorded with the USPTO. However, you will also want to confirm that ownership and authority via the business entity organizational documents.

3. Execute Trademark Assignment Agreement

After completing proper due diligence, you will need to execute a trademark assignment agreement. The purpose of the agreement is to provide evidence of the transfer and to allocate rights and obligations among the assignor and assignee.

What Should Be Included in a Trademark Assignment Form?

The contents of your trademark assignment agreement will also depend on the nature of the transaction and the relationship between the original owner and the new owner of the mark. Typically, you will see the following elements with a trademark assignment form contract:

• Names of the parties and the agreement’s effective date
• Recitals explaining the circumstance for the trademark transfer (e.g., gift, reorganization, purchase asset agreement, etc.)
• Consideration for the intellectual property transfer (e.g., value exchanged such as cash, real estate, or other personal property
• Representations and warranties surrounding past use, current owner, etc.
• Indemnity surrounding past or future claims related to the use of the trademark
• Conflict resolution provisions (e.g., mediation, arbitration, governing law, choice of venue, etc.)

4. Complete Ancillary Agreements

As mentioned above, transferring ownership of the trademark is likely part of a larger transaction such as the sale of a company. This fact usually means you will need to complete other contracts and documents for the assignment to be enforceable. To name a few, such documents might include:

• Asset purchase agreement
• USPTO forms
• Assumption of liability agreement
• Intellectual property licensing agreements
• Corporate consent resolutions

5. Notify the USPTO of Change of Ownership

Part of a complete assignment of a trademark will require finishing the USPTO application process for a name change on the trademark registration. It’s important to notify the USPTO of the change in ownership and to update contact information for future correspondence related to your trademark. Additionally, maintaining accurate information with the USPTO for your registered trademark is necessary for protecting your trademark rights against infringement, dilution, and other legal issues.

What Are the Implications if a Trademark Transfer Is Not Done Properly?

Failing to properly transfer a trademark from one party to another can lead to exposure and create unnecessary risk. Most of the consequences stem from the fact that improper trademark transfers create confusion about who actually owns the mark. If uncertainty exists about proper ownership, it can make it more difficult to enforce your trademark rights and protect against future trademark infringement or track trademark infringement statute of limitations .

When it appears multiple parties have rights to a trademark, it can also create a risk of trademark dilution (i.e., its use becomes more in the public domain, weakening its proprietary value). As a final point, trademark transfers are usually part of a broader transaction, and failing to properly execute the assignment may jeopardize the success of the whole transaction or, at the least, substantially add to the closing costs.

As detailed above, a trademark assignment form should provide all of the information surrounding the transfer (e.g., party names, effective date, value transferred, warranties, etc.). Additionally, the assignment should provide for more general contract terms related to termination rights, conflict resolution methods, indemnities, and necessary cross-references with any simultaneously entered into agreements.

Need Help with a Trademark Assignment Agreement?

If you are in the process of buying, selling, or otherwise transferring a trademark, then a trademark assignment agreement will be a key document for establishing and protecting those trademark rights. The trademark attorneys at our firm help clients draft and negotiate these agreements along with related legal advice and services such as representations in front of the USPTO.

Contact Cueto Law Group today to properly transfer ownership of a trademark.

Trademark Assignment Template Sample

Below are a PDF and Word version of a trademark consent agreement template that you can review as a trademark assignment agreement sample. As a reminder, these are just sample forms and further modification is likely necessary to meet any particular assignment needs.

Key Takeaways on How to Transfer a Trademark

When transferring a trademark, two fundamentals will be essential for increasing the chances of a smooth transition. The first is having sound documentation and contracts (i.e., an assignment agreement) in place between the assignor and assignee. The second is confirming that all applications and registrations with the USPTO accurately reflect that new proprietorship.

Can You Use an Asset Purchase Agreement in Place of a Trademark Transfer Agreement?

Depending on the complexity of the sale, you may be able to incorporate a trademark assignment into an asset purchase agreement (APA) rather than using a separate trademark transfer agreement. Generally, APAs are much more complex documents, and an assignment agreement is a better vehicle for transferring titles.

How Do I Submit a Trademark Assignment to USPTO?

The USPTO has an Electronic Trademark Assignment System (ETAS) where you can submit and record the transfer of the trademark or simply update name change in ownership (e.g., if you recently married or divorced). Alternatively, you can submit the information via mail using a Recordation Form Cover Sheet.

Do Patent Assignments Need to Be Recorded?

Yes, recording a patent assignment with the USPTO is recommended and sometimes necessary for many of the same reasons why recording a trademark assignment is worthwhile. You can record a patent assignment through a similar USPTO system as you would for a trademark, known as the Electronic Patent Assignment System.

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This trademark assignment is between , an individual a(n) (the " Assignor ") and  , an individual a(n) (the " Assignee ").

The Assignor is the owner of certain intellectual property rights, including the trademarks listed on Exhibit A , and all goodwill of any business connected to or symbolized by those (collectively, the " Trademarks ").

The Assignor wishes to sell to the Assignee all of its interest in the Trademarks.

The parties therefore agree as follows:

1. ASSIGNMENT OF TRADEMARKS.

The Assignor hereby sells its entire and exclusive interest in:

• (a) the Trademarks;
• (b) the registrations of and applications for registrations of each Trademark;
• (c) the goodwill of any business connected with or symbolized by each Trademark;
• (d) income, royalties, and damages payable to the Assignor and related to the Trademarks, including payments for past or future infringements or misappropriations of the Trademarks; and
• (e) all rights to sue for past, present, and future infringements or misappropriations of the Trademarks.

2. PAYMENT.

As consideration for the assignment of the Trademarks and the Assignor's representations, the Assignee shall pay the Assignor , to be paid within days of the effective date of this assignment.

3. RECORDATION.

In order to record this assignment with the United States Patent and Trademark Office, within hours of the effective date of this assignment, the parties shall sign the form of trademark assignment agreement attached as Exhibit B . The Assignor Assignee is solely responsible for filing the assignment and paying any associated fees of the transfer.

4. NO EARLY ASSIGNMENT.

The Assignee may not assign or otherwise encumber its interest in the Trademarks or any associated trademark registrations until it has made the payment in subsection (a) to the Assignor. Any assignment or encumbrance contrary to this provision shall be void.

5. ASSIGNOR'S REPRESENTATIONS.

The Assignor hereby represents to the Assignee that it:

• (a) is the sole owner of all interest in the Trademarks;
• (b) has not assigned, transferred, licensed, pledged, or otherwise encumbered the Trademarks, or agreed to do any of these;
• (c) has full power and authority to enter into this assignment and make the assignment in section 1;
• (d) is not aware of any violation, infringement, or misappropriation, or claim of any of these, of any third party's rights by the Trademarks;
• (e) is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this assignment;
• (f) was not acting within the scope of employment of a third party when conceiving, creating, or otherwise performing any activity related to, the Trademarks.

The Assignor shall immediately notify the Assignee if any facts or circumstances arise that would make any of these representations inaccurate.

6. ADDITIONAL DOCUMENTS.

On request, the Assignor shall:

• (a) provide the Assignee with a complete copy of all documentation (in any format) relating to the Trademarks for the Assignee's own use, to meet record-keeping requirements of the Assignee, or to allow the Assignee to assert its rights as granted under this assignment; and
• (b) execute and deliver to the Assignee any additional papers, including any separate assignments of the Trademarks, and perform all lawful acts necessary to record the assignment in the United States and throughout the world. 

7. INDEMNIFICATION.

The Assignor shall indemnify the Assignee from:

• (a) any third-party claim that a Trademark or its use, assignment, sale, or reproduction infringes or misappropriates a trademark, trade secret, or other intellectual property;
• (b) any third-party claim that this assignment conflicts with or breaches any agreement, encumbrance, or other obligation to which the Assignor is a party or of which the Assignor has knowledge;
• (c) any claim relating to any past, present, or future use, licensing, distribution, marketing, disclosure, or commercialization of a Trademarks by the Assignor; and
• (d) any litigation, arbitration, judgments, awards, attorneys' fees, liabilities, settlements, damages, losses, and expenses relating to (a), (b), or (c) above.
• (1) the Assignee promptly notifies the Assignor of that claim;
• (2) the Assignor controls the defense and settlement of that claim;
• (3) the Assignee cooperates fully with the Assignor in connection with the Assignor's defense and settlement of that claim; and
• (4) if requested by the Assignor, the Assignee stops all sales, distribution, and public use of the infringing Trademarks.
• (1) obtain the right for the Assignee to continue to use the infringing Trademark;
• (2) modify the infringing Trademark to eliminate the infringement (if possible);
• (3) provide a substitute noninfringing Trademark to the Assignee under this assignment (if possible); or
• (4) refund the amounts paid to the Assignee under this assignment for the infringing Trademark, on terms and conditions agreeable to the parties.
• (c) The Assignor will have no other obligations or liability if infringement occurs, and will have no other obligation to indemnify the Assignee in case of infringement. The Assignor will not be liable for any expenses incurred without its prior written authorization and will have no obligation to indemnify the Assignee if the infringement is based on: (1) any modified form of the Trademarks not made by the Assignor or (2) the laws of any country other than the United States of America or its states.

8. GOVERNING LAW.

• (a) Choice of Law. The laws of the state of  govern this agreement (without giving effect to its conflicts of law principles).
• (b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in County, .

9. COUNTERPARTS; ELECTRONIC SIGNATURES.

• (a) Counterparts. The parties may execute this assignment in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
• (b) Electronic Signatures. This assignment, agreements ancillary to this assignment, and related documents entered into in connection with this assignment are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

10. SEVERABILITY.

If any one or more of the provisions contained in this assignment is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this assignment, but this assignment will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this assignment to be unreasonable.

11. NOTICES.

• (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this assignment shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this assignment: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
• (b) Addresses. A party shall address notices under this section to a party at the following addresses:
• If to the Assignor: 

• If to the Assignee: 
• (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

12. WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this assignment will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

13. HEADINGS.

The descriptive headings of the sections and subsections of this assignment are for convenience only, and do not affect this assignment's construction or interpretation.

14. EFFECTIVENESS.

This assignment will become effective when all parties have signed it. The date this assignment is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this assignment.

15. NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this assignment contemplates or to evidence or carry out the intent and purposes of this assignment.

[SIGNATURE PAGE FOLLOWS]

Each party is signing this agreement on the date stated opposite that party's signature. 

[PAGE BREAK HERE]

EXHIBIT A LIST OF TRADEMARKS

EXHIBIT B FORM OF RECORDABLE TRADEMARK ASSIGNMENT

For good and valuable consideration, the receipt of which is hereby acknowledged, , an individual a(n) (the " Assignor ")  hereby assigns to , an individual a(n) (the " Assignee ") all of the Assignor's interest in the trademarks, including the appurtenant goodwill associated with those trademark registrations and applications identified in Attachment A , and the Assignee accepts this assignment.

Each party is signing this agreement on the date stated opposite that party's signature.

ATTACHMENT A [TO EXHIBIT B] INTELLECTUAL PROPERTY

Free Trademark Assignment Template

Simplify the buying and selling of trademarks with a trademark assignment agreement. transfer intellectual property rights and ensure a fair and smooth transaction..

Complete your document with ease

How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.

Trademark assignment: How-to guide

Trademark assignments are important tools in the complicated world of intellectual property that allow trademark owners to easily transfer their ownership rights from one business to another. Trademark assignment is essential for both corporate transfers of brand assets and individual inventors wishing to safeguard their intellectual property.

The article serves as a helpful manual to assist readers in accurately navigating the formal process of trademark assignment. It goes deep into procedural details and legal requirements, producing an extensive guidebook intended to assist both people and organizations. It also emphasizes how utilizing a trademark assignment template may be extremely simple, enabling stakeholders to transfer trademark ownership and rights with confidence and efficiency.

What is a trademark assignment?

A trademark assignment is a legally binding agreement in which the owner of a trademark (the assignor) transfers its rights to another person (the assignee) through a trademark application at the  United States Patent and Trademark Office (USPTO). This transfer includes all related rights, including the ability to use, license, and enforce the trademark.

By signing a trademark assignment agreement, the assignor transfers ownership of the trademark, and the assignee gains all authority and control over it. This process makes it possible for ownership to be transferred in a clear, legal manner, providing certainty to both parties regarding their respective rights and obligations.

The legal process involved in assigning a trademark includes several key steps. 

1. Drafting the assignment: Create a detailed trademark assignment agreement that specifies all of the transfer's terms and conditions. This agreement must abide by all relevant intellectual property laws and regulations.

2. Executing the assignment: After the agreement is written, both parties must execute it by the law, which may involve notarization or the presence of a third-party witness. 

3. Recordation of the assignment : After execution, the assignee usually sends the agreement to the appropriate authority or patent and trademark office for trademark registration and recording, together with any necessary supporting papers. The act of formally registering or documenting the transfer of ownership of a specific object or piece of property with the relevant authorities is known as recording. Recordation ensures that the necessary legal entities formally acknowledge the transfer of ownership or rights when an assignment occurs, such as with real estate, intellectual property rights, or other assets.

Ensuring the legality and enforceability of the assignment throughout this procedure requires compliance with the legal formalities and pertinent rules.

How much does it cost to file a trademark assignment?

Legal aid may be required in addition to administrative expenses when filing a trademark application. The jurisdiction, the difficulty of the task, and whether or not legal aid is retained all affect the real expenses.

The applicable trademark agency or authority, the United States Patent and Trademark Office (USPTO), often charges administrative costs for the assignment's procedure. These  administrative fees can vary, although they are typically low compared to other legal procedures. Additionally, attorney costs will be included in the overall cost if legal aid is requested to prepare or evaluate the assignment agreement.

In this scenario, the free trademark assignment template provided by LegalZoom can help one get started. 

How do you assign ownership of a trademark?

Assigning ownership of a trademark involves several key steps:

1. Drafting the agreement : Start by creating an extensive trademark assignment agreement that specifies all of the transfer's terms and circumstances. Provide information on the trademark being transferred, the assignor and assignee's names and addresses, the payment for the transfer, and any guarantees or representations.

2. Reviewing and editing : Examine the written agreement closely to make sure all the material is correct and comprehensive. Make sure that all words are precisely defined and represent the objectives of both parties by making any required modifications or revisions.

3. Execution : Both the assignor and the assignee must sign the agreement after it has been finalized. To authenticate the agreement, signatures may need to be witnessed or notarized, depending on the criteria and preferences set out by law.

4. Submission : Send the signed agreement to the appropriate authorities or patent and trademark office for recording. This stage gives the assignee legal recognition as the new trademark owner and formalizes the ownership transfer.

5. Keeping records : Preserve accurate documentation of the assignment agreement, including signed copies and any contact with the office. These documents function as evidence of the transfer and may be helpful in the event of disagreements or issues about trademark ownership.

To prevent future disagreements or issues, it is essential to guarantee the completeness and quality of the information provided throughout the assignment process. Verify the information in the agreement again to make sure it is correct and reflects the goals of both parties. Stakeholders can confidently assign ownership of a trademark by carefully following these procedures.

Trademark assignment instructions

Trademark assignment instructions provide a step-by-step guide for completing each section of the trademark assignment document. Here's a brief overview:

1. Introduction : Start by introducing the purpose and scope of the assignment. Clearly outline the parties involved (assignor and assignee) and the trademark(s) being transferred.

2. Identification of trademark : Provide detailed information about the trademark(s) being assigned, including registration numbers as issued by the  World Intellectual Property Organization (WIPO), descriptions, and any associated rights or goodwill.

3. Consideration : Specify the consideration or payment for the transfer of ownership of the trademark. This may include monetary compensation, goods, services, or other valuable assets.

4. Warranties and representations : Include any warranties or representations made by the assignor regarding the validity of the trademark(s) being transferred. Ensure that these statements are accurate and comply with legal requirements.

5. Execution and signature : Clearly outline the process for executing the assignment agreement, including signature requirements for both parties. Ensure that signatures are obtained according to legal requirements.

6. Recordation : Provide instructions for recording the trademark assignment with the relevant office or authority. Include any necessary forms or documentation required for recordation.

By following these instructions, stakeholders can complete the assignment process effectively while ensuring compliance with legal requirements and protecting their rights.

Recordation of the trademark assignment

If you wish to transfer ownership, the recordation of a trademark assignment with the appropriate authorities is crucial for several reasons:

Legal recognition : Recording the assignment provides legal recognition of the transfer of ownership. This formalizes the change in ownership and establishes the new trademark owner's rights in the eyes of the law.

Public notice : Recordation serves as public notice of the trademark assignment, alerting third parties to the change in ownership. This helps prevent unauthorized use or infringement of the trademark by providing clarity on who holds the rights to the mark.

Priority : Recordation establishes the priority of ownership, particularly in cases of conflicting claims or disputes. The assignee who records the assignment first typically has superior rights over subsequent claimants.

Enforceability : A recorded assignment is generally more enforceable in legal proceedings. It provides concrete evidence of the transfer of ownership, making it easier for the new trademark owner to assert their rights and defend against infringement.

Preservation of rights : Recordation helps protect the rights of the new trademark owner by ensuring that the assignment is properly documented and recognized by the relevant authorities. This safeguards against challenges to ownership and provides clarity in case of legal disputes.

How long does it take to record a trademark assignment?

The timeline for recording a trademark assignment with relevant authorities can vary depending on several factors:

Processing time : Typically, the trademark office or authority, USPTO, will have its   own processing time for recording assignments. This can range from a few weeks to several months, depending on the efficiency of the office and the volume of assignments being processed.

Completeness of documentation : The completeness and accuracy of the documentation submitted with the assignment can affect processing times. Any missing or incorrect information may result in delays as the office requests additional information or clarification.

Potential delays : Delays can occur due to various reasons, such as backlog at the office, administrative errors, or unexpected issues with the assignment documentation. Additionally, if there are any challenges or disputes regarding the assignment, this can prolong the process.

Communication with authorities : Effective communication with the relevant authorities can help expedite the process. Prompt responses to any requests for information or clarification can help avoid unnecessary delays.

Overall, while there is no fixed timeline for recording an assignment, stakeholders should be prepared for potential delays and factor this into their planning. By ensuring that all documentation is complete and accurate and maintaining open communication with the authorities, stakeholders can help minimize delays and expedite the recording process.

In summary, trademark assignment holds significant importance for both individuals and businesses alike. For individuals, it provides an avenue to transfer ownership of a trademark they may have developed, allowing them to monetize their intellectual property or pass it on as part of their estate planning. For businesses, trademark assignment facilitates strategic maneuvers such as mergers, acquisitions, or rebranding efforts, enabling them to consolidate their brand portfolio or expand into new markets. 

To guarantee the seamless transfer of trademark rights, minimize potential conflicts, and safeguard the integrity of the brand, it is important to adhere to legal standards and provide comprehensive documentation, regardless of the circumstances. All things considered, trademark assignment is a vital tool that helps people and companies use their intellectual property assets to their advantage for both financial benefit and a competitive advantage in the market.

To speed up the creation of your assignment document, make use of the trademark assignment template that is supplied at the top of this page. Whether you're an individual looking to safeguard your intellectual property or a company owner transferring trademark rights, our template provides an organized format for recording the assignment agreement, making the transfer procedure more accurate and straightforward.

Frequently asked questions

What's a trademark assignment.

A trademark assignment is a legal transaction that involves transferring ownership rights of a trademark from one party to another. Whether you are acquiring or relinquishing trademark rights, this process establishes clear guidelines to ensure fairness and transparency in the exchange of ownership. To complete a trademark assignment, you'll need to provide the following information:

• Details of the current trademark owner, including their name and contact information
• Information about the new trademark owner, including their name and contact information

What is the procedure for trademark assignment?

The procedure for trademark assignment involves transferring ownership rights of a trademark from one party to another through a legally binding agreement. This typically includes drafting a trademark assignment agreement, identifying the current owner and the new owner, specifying the trademark(s) being transferred, determining the consideration for the transfer, obtaining signatures from both parties, and recording the assignment with the relevant office or authority.

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How to Transfer Assets to an Irrevocable Trust: Step-By-Step

Updated 08/28/2023

Published 07/30/2022

Gary Stern, JD

Consultant, retired attorney

Cake values integrity and transparency. We follow a strict editorial process to provide you with the best content possible. We also may earn commission from purchases made through affiliate links. As an Amazon Associate, we earn from qualifying purchases. Learn more in our affiliate disclosure .

The word "irrevocable" means a thing that you cannot change.  

We tend not to like making these types of arrangements. We want the flexibility to make changes in life. Especially with legal agreements, we want the ability to amend them over time.

But being irrevocable also can have advantages, for example, setting up an irrevocable trust.

Jump ahead to these sections:

What to consider before you transfer assets to an irrevocable trust, what information will you need to transfer your assets, steps for transferring assets to an irrevocable trust, frequently asked questions: transferring assets to an irrevocable trust.

Trusts come in two forms - "revocable" and "irrevocable." You can amend a "revocable trust" in any manner you want based on their terms. You cannot do so for an "irrevocable trust."

This article discusses how to transfer assets to an irrevocable trust.

Before you transfer assets to an irrevocable trust, you need to consider the pros and cons.

The benefits of setting up an irrevocable trust include:

• Asset protection: Transferring assets to an irrevocable trust can make it difficult for a creditor to reach these assets and can better protect assets from creditor claims.
• Asset management: An irrevocable trust can better maintain a trust structure to manage assets than a revocable trust.      
• Reduced estate taxes: If you keep some assets in an irrevocable trust, your estate can be subject to lower federal and state estate taxes.
• Privacy: Holding your assets in an irrevocable trust rather than individually can make it more challenging for someone to figure out your connection to the assets. For example, if you want to keep your ownership of a cryptocurrency account private, you can hold the account in an irrevocable trust.

There are some downsides to setting up an irrevocable trust, including:

• Loss of management control: Trustees manage trusts. In some cases, you will not be the sole trustee for your irrevocable trusts, so you could lose management control over the assets.
• No beneficial interest: You establish trusts for the benefit of other people. For certain irrevocable trusts, you will not be the beneficiary.
• Expense: It costs money to set up and maintain an irrevocable trust. You pay legal fees to create the trust and accounting fees to prepare the tax returns. You may also pay transfer fees to transfer assets, and you could pay added income tax.        
• Irrevocability: The nature of an irrevocable trust is that you will be unable to revoke or amend it as you wish. If you want to change something about the arrangement, you can name a trusted person referred to as a "trust protector") who has the right to amend the irrevocable trust. You can also amend some limited administrative, non-substantive issues concerning the irrevocable trust. 

You need to consider these benefits and costs in your specific situation before you transfer assets to an irrevocable trust.      

Establishing an irrevocable trust involves you and another person writing a trust agreement. You are the "grantor" (or creator) of the irrevocable trust, and the other person is your trustee.

There are several important issues to address under the trust agreement, including:

• Who are the beneficiaries of the irrevocable trust?
• Who are the successor beneficiaries?
• Should the beneficiaries receive their beneficial interests outright or in trust?
• If the latter, what are the provisions of these trusts?
• Who are the trustees?
• Who are the successor trustees if the initial trustees pass away or otherwise cannot serve?
• Are there any special conditions that should come into play here?

You must also obtain a tax ID number for the irrevocable trust and comply with applicable state law. These requirements may include filing the trust agreement with the state. 

You next need information about your assets. First, you must determine your assets' market value and tax information, allowing you to analyze the tax consequences of transferring your assets to the trust.

Second, you must check that you can legally transfer assets to the irrevocable trust: Does the transfer require another person's written consent? Would it violate any loan agreements? Would the transfer trigger a "due-on-sale" clause?     

Once you have the irrevocable trust and asset information, you can begin to transfer your assets. When writing the asset transfer document, you reference the name of the trustee as follows:

"[NAME OF TRUSTEE], not individually, but as Trustee of [NAME OF TRUST]." 

This language highlights that the trustee has management control over the asset in the trust. 

The specific procedure to transfer assets to an irrevocable trust varies based on the nature of the asset.

Real estate

Transferring real estate to an irrevocable trust involves writing a deed (typically a "quit claim deed"). You may have to pay transfer -- or "recording" -- fees, but you can check to see if you qualify for an exemption under applicable state and county law. If the real estate is subject to a mortgage, you should also carefully check the "loan covenant" and" 'due-on-sale clause" issues described above.

Stocks and bonds

You transfer stocks, bonds, and other marketable securities to an irrevocable trust by a written "assignment." The brokerage firm holding your stocks and bonds provides the specific assignment form.

Bank accounts

You must establish a new bank account in the name of the irrevocable trust, at which point you can transfer the cash from your existing individual accounts to the new irrevocable trust bank account. Banks require you to complete written paperwork to launch this new bank account.

Life insurance

Life insurance assets require a written "assignment." The insurance company issuing the life insurance provides the form. 

Irrevocable life insurance trusts are a common type of trust designed to keep life insurance out of your taxable estate after you die.

Business interests

To transfer business interests to an irrevocable trust, you also use a written "assignment." The type of assignment varies based on the particular business entity. 

Limited liability company business interests (LLCs) use an "Assignment of Membership Interest." 

Partnerships use "Assignment of Partnership Interest." 

Business interests in a corporation use an "Assignment Separate From Certificate."

Tangible personal property

You transfer certain tangible personal property to an irrevocable trust using a written "bill of sale," which can include things like collectibles, artwork, and jewelry. For other tangible personal property registered with the state, like a car, you must complete the state's applicable "change of title" forms as well as a written bill of sale.

Intangible property

Using a written assignment, you can transfer intangible property, such as contract rights and options, to an irrevocable trust. When the transfer involves contract rights, you should carefully check the "consent" issue described above.

Other assets

Other assets - like cryptocurrency, foreign currencies, trademarks, copyrights, patents, software, and airplanes - have specific asset transfer procedures. You should consult an attorney to ensure you know the correct process to transfer any asset to an irrevocable trust.

You cannot transfer retirement plan assets like IRAs or 401(k) plans to an irrevocable trust.  

Transferring assets to an irrevocable trust can raise many issues. Here are some frequently asked questions about transferring assets to an irrevocable trust.

Can you transfer assets out of an irrevocable trust?

Transferring assets out of an irrevocable trust depends on the terms of the trust agreement, but a properly drafted trust agreement grants the trustee authority to do so.     

Are transfers to an irrevocable trust taxable?

It's complicated: You must consider both gift and income tax consequences.

Transferring assets to an irrevocable trust when you are not the sole beneficiary can result in federal gift tax liability. There are three key exemptions from federal gift tax liability:

• Gifts to a spouse
• Beginning in 2022, gifts of up to $16,000 per year (that number used to be $15,000).
• Starting in 2022, gifts of up to $12,060,000 during your lifetime (that number used to be $11,700,000)

In some instances, filing a federal gift tax return may be necessary even if you are exempt.

Transferring assets to an irrevocable trust can also mean paying federal and state income tax. You can avoid this if the irrevocable trust is a "grantor" trust. 

In this case, the person who is the grantor, not the trust itself, is liable for any income tax in connection with the trust. If you, as the grantor, transfer an asset to an irrevocable "grantor" trust, you are deemed to transfer the asset to yourself for income tax purposes. As a result, there is no income tax liability when you transfer assets to an irrevocable "grantor" trust.

It is important to remember that income tax rates for trusts are higher than individual income tax rates. Income from assets in a trust can be subject to higher income taxes if they're in an irrevocable trust than if you own them outright. You can avoid this if the trust is a "grantor" trust.

Even if trusts involve high gift taxes or income taxes, an irrevocable trust may still be beneficial: It may provide significant estate tax savings and reduce federal and state estate taxes by removing assets from the taxable estate.

Can a beneficiary add assets to an irrevocable trust?

The grantor usually adds assets to an irrevocable trust. If the trust agreement authorizes it, a beneficiary also can add assets.

Find a Qualified Attorney and Accountant

Transferring assets to an irrevocable trust is complicated. It's a good idea to hire a qualified attorney and accountant to assist you with your irrevocable trust.

Professionals with "general estate planning experience" may not have experience working with irrevocable trusts. It's a good idea to find attorneys with specific experience drafting and transferring assets to irrevocable trusts and accountants with experience in reviewing irrevocable trust tax issues and preparing tax returns.

Finding a qualified attorney and accountant makes transferring assets to your irrevocable trust much more manageable.

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Assignment: Definition in Finance, How It Works, and Examples

Adam Hayes, Ph.D., CFA, is a financial writer with 15+ years Wall Street experience as a derivatives trader. Besides his extensive derivative trading expertise, Adam is an expert in economics and behavioral finance. Adam received his master's in economics from The New School for Social Research and his Ph.D. from the University of Wisconsin-Madison in sociology. He is a CFA charterholder as well as holding FINRA Series 7, 55 & 63 licenses. He currently researches and teaches economic sociology and the social studies of finance at the Hebrew University in Jerusalem.

Yarilet Perez is an experienced multimedia journalist and fact-checker with a Master of Science in Journalism. She has worked in multiple cities covering breaking news, politics, education, and more. Her expertise is in personal finance and investing, and real estate.

What Is an Assignment?

Assignment most often refers to one of two definitions in the financial world:

• The transfer of an individual's rights or property to another person or business. This concept exists in a variety of business transactions and is often spelled out contractually.
• In trading, assignment occurs when an option contract is exercised. The owner of the contract exercises the contract and assigns the option writer to an obligation to complete the requirements of the contract.

Key Takeaways

• Assignment is a transfer of rights or property from one party to another.
• Options assignments occur when option buyers exercise their rights to a position in a security.
• Other examples of assignments can be found in wages, mortgages, and leases.

Uses For Assignments

Assignment refers to the transfer of some or all property rights and obligations associated with an asset, property, contract, or other asset of value. to another entity through a written agreement.

Assignment rights happen every day in many different situations. A payee, like a utility or a merchant, assigns the right to collect payment from a written check to a bank. A merchant can assign the funds from a line of credit to a manufacturing third party that makes a product that the merchant will eventually sell. A trademark owner can transfer, sell, or give another person interest in the trademark or logo. A homeowner who sells their house assigns the deed to the new buyer.

To be effective, an assignment must involve parties with legal capacity, consideration, consent, and legality of the object.

A wage assignment is a forced payment of an obligation by automatic withholding from an employee’s pay. Courts issue wage assignments for people late with child or spousal support, taxes, loans, or other obligations. Money is automatically subtracted from a worker's paycheck without consent if they have a history of nonpayment. For example, a person delinquent on $100 monthly loan payments has a wage assignment deducting the money from their paycheck and sent to the lender. Wage assignments are helpful in paying back long-term debts.

Another instance can be found in a mortgage assignment. This is where a mortgage deed gives a lender interest in a mortgaged property in return for payments received. Lenders often sell mortgages to third parties, such as other lenders. A mortgage assignment document clarifies the assignment of contract and instructs the borrower in making future mortgage payments, and potentially modifies the mortgage terms.

A final example involves a lease assignment. This benefits a relocating tenant wanting to end a lease early or a landlord looking for rent payments to pay creditors. Once the new tenant signs the lease, taking over responsibility for rent payments and other obligations, the previous tenant is released from those responsibilities. In a separate lease assignment, a landlord agrees to pay a creditor through an assignment of rent due under rental property leases. The agreement is used to pay a mortgage lender if the landlord defaults on the loan or files for bankruptcy . Any rental income would then be paid directly to the lender.

Options Assignment

Options can be assigned when a buyer decides to exercise their right to buy (or sell) stock at a particular strike price . The corresponding seller of the option is not determined when a buyer opens an option trade, but only at the time that an option holder decides to exercise their right to buy stock. So an option seller with open positions is matched with the exercising buyer via automated lottery. The randomly selected seller is then assigned to fulfill the buyer's rights. This is known as an option assignment.

Once assigned, the writer (seller) of the option will have the obligation to sell (if a call option ) or buy (if a put option ) the designated number of shares of stock at the agreed-upon price (the strike price). For instance, if the writer sold calls they would be obligated to sell the stock, and the process is often referred to as having the stock called away . For puts, the buyer of the option sells stock (puts stock shares) to the writer in the form of a short-sold position.

Suppose a trader owns 100 call options on company ABC's stock with a strike price of $10 per share. The stock is now trading at $30 and ABC is due to pay a dividend shortly. As a result, the trader exercises the options early and receives 10,000 shares of ABC paid at $10. At the same time, the other side of the long call (the short call) is assigned the contract and must deliver the shares to the long.

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• Trusts And Estate Planning
• Guide For Transfer Of Assets To A Revocable Living Trust

This memorandum has been prepared to provide you with some general information and to describe what should be done to transfer assets to yourselves as trustee(s) of your revocable living trust, or prepare beneficiary designations.

Why Transfer Assets To Yourselves As Trustees?

Objectives of the trust, including avoidance of probate administration upon your death, will be defeated if title remains in your name. Therefore, a formal transfer of title is essential.

What ‘Name’ Should Be Used?

We suggest that the title to trust assets be held by the trustee(s) in substantially the form set out in the following examples:

Co-Trustees: “John Jones and Mary Jones, Trustees of The Jones Trust dated January 1, 2009”.

Single Trustee: “Mary Jones, Trustee of The Mary Jones Trust dated January 1, 2009”.

Some institutions with whom you may deal (for example, brokerages and banks) may wish to use a different sequence of words in the trust name, or abbreviations, such as:

“John Jones and Mary Jones, Trustees UTA dtd 1/1/09”.

“Mary Jones, Trustee UTA dtd 1/1/09”.

Our discussions may refer interchangeably to transfer to “the trust” or “the trustee(s)”. In fact, legal title must include the names of the trustee(s) and the trust. A deed granting title to “The Jones Trust dated January 1, 2009” with no reference to the trustee(s) is not valid.

Taxpayer Identification Number

A revocable trust does not pay taxes. For federal and California income tax purposes, the assets in the trust are treated as belonging to you. If you file income tax returns and report trust income on your returns and if you are the trustee of your trust, the Internal Revenue Service and the California Franchise Tax Board do not require a separate tax identification number for your revocable trust.

When transferring assets, or when dealing with banks, stock transfer agents or other payors of income, you will be asked to supply a “taxpayer identification number” for the trust. You should use your social security number as the trust’s taxpayer identification number. Where a trust has been created by a husband and wife, either trustor’s social security number can be used.

Your Residence

If your residence is to be held as an asset of the trust, we recommend that you transfer title to the residence to your name(s) as trustee(s). If your residence is a cooperative or condominium apartment, we will advise you how to effect the transfer.

If title to your residence is to be transferred into the trust name, please give us a copy of the current deed to your residence containing the “legal” description of the residence and the assessor’s parcel number. We will prepare a new deed showing you as the grantor(s) and the trustee(s) of the trust, in the form suggested on page 1, as grantee, and we can then arrange to record the new deed. Under current law, transfers of property to a revocable trust will not result in reassessment of the property and we will file with the assessor the necessary form claiming this exemption.

Other Real Property

If you own other interests in real property you should consider including those interests in the trust. You must sign a deed for each separate real property interest that you transfer to the trust. Please supply us with copies of current deeds to these properties.

Checking Accounts

Because of possible inconvenience, we do not recommend changing the name of your day-to-day small checking accounts. If the total assets you retain outside the trust are less than $100,000, California law permits transfer after death by “declaration” and without formal probate.

Savings Accounts

We recommend that your savings accounts be held by the trustee(s) of the revocable trust. Any bank or savings and loan association savings account or certificate of deposit should be transferred to the name of the trust in the form suggested on page 1 of this memorandum. You should discuss transfer of these accounts directly with the depository institution who will complete its internal paperwork for you.

Securities Accounts

You should register any securities account in the name of the trust, as suggested on page 1 above. You should talk directly with your broker who will prepare a new account agreement for your signature.

Marketable Securities Not Held In Brokerage Accounts

Any securities not held in a brokerage or custody account should be re‑registered in the name of the trust in the form suggested on page 1. To transfer any stock certificate which you hold, you are generally required to submit the stock certificates, along with an executed assignment (either on the reverse of the certificate or an Assignment Separate From Security) with your signatures guaranteed by your stockbroker or bank, to the transfer agent with instructions to reissue the certificate to the name of the trust.

Securities In Closely Held Companies

To transfer to the trust any shares of stock in a closely held company which is now held in your name(s), you should instruct the secretary of the corporation to issue new certificates in the name(s) of the trustee(s) in the form suggested on page 1. Existing certificates should then be cancelled.

Investments In Partnerships

Some partnership agreements may not permit an investor to transfer his or her partnership interest to a trust that the investor has created. If you are considering the transfer of any partnership interest to your revocable trust, you may want us to examine a copy of the partnership agreement and any amendments to the agreement to determine whether a transfer is permitted. If the partnership agreement permits the transfer, you then sign an Assignment of Partnership Interest, which we can prepare. Some partnerships also impose a fee for a transfer. It may also be necessary for the partners to sign a consent to the substitution of the trust as a partner.

Beneficiary Designation Assets

Certain assets such as life insurance, retirement plans and accounts, and annuities pass under beneficiary designation forms filed with the respective companies rather than under your will or trust.

Life Insurance Policies

It is not necessary to transfer ownership of life insurance policies to a revocable living trust. Life insurance proceeds are not subject to administration in a probate estate when a beneficiary other than one’s “estate” is named on the beneficiary designation form filed with the life insurance company. It may be satisfactory to retain your current beneficiaries (so long as your “estate” is not your beneficiary), or you may wish to name the trustee as beneficiary. We recommend that you discuss with us the appropriate beneficiary.

To change the beneficiary designation on personally owned life insurance policies, you may write to the company and ask for “change of beneficiary” forms, or you may ask your life insurance agent to handle the changes.

Employee Benefits And Retirement Plans

We recommend that you discuss with us the choice of a beneficiary of the proceeds of retirement type accounts, including Individual Retirement Accounts, Keogh plan accounts, 401(k) accounts, company pensions, deferred compensation accounts, and other retirement accounts. The employed spouse should generally name the other spouse as the primary beneficiary and other individuals, such as children or the trust as contingent beneficiary; if the trust is so named, the account can be made payable to the trustee(s) in the form suggested on page 1 of this memorandum. The law currently requires strict compliance with the formalities of signing certain types of beneficiary designations. Income tax consequences vary depending on the beneficiary designation. In particular, naming the trust as beneficiary of an IRA or other retirement type account can have adverse tax consequences. We strongly recommend that you discuss the beneficiary designation with us or other tax advisors.

Annuities also pass under beneficiary designations rather than under your will or trust. These beneficiary designations are tax sensitive, so please discuss these with us or your other tax advisors.

We hope that the above information is helpful to you. Please let us know if we can be of any help in transferring your assets to your revocable trust or preparing beneficiary designations.

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Assignments, Disclaimers and Powers of Appointment

          Assignments, Disclaimers and Powers of Appointment can alter the distribution of a decedent’s estate.    

          First what is and who can make an assignment? A person who has a vested — legally enforceable — interest in a decedent’s estate can “assign” – i.e., transfer – part or all of their interest to another. Generally, an inheritance vests upon the decedent’s death.  An assignment is a gift by the assignor making the assignment to the assignee receiving the assigned interest.    Assignments create tax issues for both the assignor and assignee.   

          For example, consider an unmarried father who dies intestate — without a will or trust – and is survived by a son and a daughter — his heirs.  Prior to settling dad’s estate, the son decides to give his one-half share to his sister and signs and notarizes an assignment of inheritance rights.  The assignment is then filed with the Court.  Dad’s estate, less expenses and debts, is distributed entirely to the daughter. 

          If an interest in real property inherited from a parent is assigned then the parent child exclusion from reassessment — for local real property taxes — only applies to the interest(s) belonging to the child(ren) who do not assign their interest(s).  There is no reassessment exclusion for any transfers between siblings.

          Assignments, however, almost never apply to a beneficiary’s interests in a trust.  Usually, a trust prohibits beneficiaries from assigning their interest in the trust before distribution.  The anti-assignment provision protects undistributed trust assets from claims by a beneficiary’s creditors. 

          Next, disclaimers are used when a beneficiary, or heir, refuses to accept a gift or inheritance.  You cannot force someone to receive a gift or an inheritance.  To be valid disclaimers must satisfy the following requirements: be unconditional, be in writing, and be timely (i.e., generally, within nine months of the transfer), and, when real property is involved, also be filed with the county recorder where the real property lies.  Unlike assignments, the person disclaiming their interest cannot say who receives the disclaimed interest.  A disclaimer is not a gift by the person disclaiming.  Lastly, one cannot have accepted any benefits from the property being disclaimed, such as the income from an income producing asset. 

          The person disclaiming their gift or inheritance is treated as if they had predeceased the person who made the gift.  We see who is then entitled to inherit. 

          For example, a decedent’s trust leaves a share of the decedent’s trust estate to a named beneficiary and otherwise, if he does not survive to inherit, to the beneficiary’s descendants by right of representation.  The beneficiary survives and timely disclaims.  The beneficiary’s living descendants would then inherit by right of representation. 

          Unlike assignments and disclaimers, powers of appointment are created within a person’s estate planning, e.g., a trust or will, for future use.  A power of appointment allows the power holder to say who receives a gift/distribution from a trust or an estate.  The power of appointment is either a limited power that allows gifting to certain persons or is a general power that allows gifting to anyone at all, including the power holder, the power holder’s estate and the power holder’s creditors.  Powers of appointment are used for a variety of estate planning reasons. 

          For example, a husband’s and wife’s joint estate planning may give the spouse who survives a limited power of appointment over the deceased spouse’s separate trust estate.  The limited power of appointment might allow the deceased spouse’s estate to be divided equally or unequally amongst the deceased spouse’s children as the surviving spouse sees fit after the deceased spouse’s death.

          Anyone who wants to proceed with making an assignment, a disclaimer or exercise of a power of appointment should consult a qualified attorney.  There are tax and other issues to discuss and drafting requirements to these legal instruments that benefit from the expertise of a qualified attorney. 

“Serving Lake and Mendocino Counties for nineteen years, the Law Office of Dennis Fordham focuses on legacy and estate planning, trust and probate administration, and special needs planning. We are here for you. 870 South Main Street Lakeport, California 95453-4801. Phone: 707-263-3235.”

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Assignment and Assumption Agreement | Practical Law

Assignment and Assumption Agreement

Practical law standard document 0-381-9984  (approx. 10 pages).

Don’t Confuse Change of Control and Assignment Terms

• David Tollen
• September 11, 2020

An assignment clause governs whether and when a party can transfer the contract to someone else. Often, it covers what happens in a change of control: whether a party can assign the contract to its buyer if it gets merged into a company or completely bought out. But that doesn’t make it a change of control clause. Change of control terms don’t address assignment. They say whether a party can terminate if the other party goes through a merger or other change of control. And they sometimes address other change of control consequences.

Don’t confuse the two. In a contract about software or other IT, you should think through the issues raised by each. (Also, don’t confuse assignment of contracts with assignment of IP .)

Here’s an assignment clause:

Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity or in an acquisition of all or substantially all its assets. No assignment becomes effective unless and until the assignee agrees in writing to be bound by all the assigning party’s obligations in this Agreement. Except to the extent forbidden in this Section __, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.

As you can see, that clause says no assignment is allowed, with one exception:

• Assignment to Surviving Entity in M&A: Under the clause above, a party can assign the contract to its buyer — the “surviving entity” — if it gets merged into another company or otherwise bought — in other words, if it ceases to exist through an M&A deal (or becomes an irrelevant shell company).

Consider the following additional issues for assignment clauses:

• Assignment to Affiliates: Can a party assign the contract to its sister companies, parents, and/or subs — a.k.a. its “Affiliates”?
• Assignment to Divested Entities: If a party spins off its key department or other business unit involved in the contract, can it assign the contract to that spun-off company — a.k.a. the “divested entity”? That’s particularly important in technology outsourcing deals and similar contracts. They often leave a customer department highly dependent on the provider’s services. If the customer can’t assign the contract to the divested entity, the spin-off won’t work; the new/divested company won’t be viable.
• Assignment to Competitors: If a party does get any assignment rights, can it assign to the other party’s competitors ? (If so, you’ve got to define “Competitor,” since the word alone can refer to almost any company.)
• All Assignments or None: The contract should usually say something about assignments. Otherwise, the law might allow all assignments. (Check your jurisdiction.) If so, your contracting partner could assign your agreement to someone totally unacceptable. (Most likely, though, your contracting partner would remain liable.) If none of the assignments suggested above fits, forbid all assignments.

Change of Control

Here’s a change of control clause:

Change of Control. If a party undergoes a Change of Control, the other party may terminate this Agreement on 30 days’ written notice. (“Change of Control” means a transaction or series of transactions by which more than 50% of the outstanding shares of the target company or beneficial ownership thereof are acquired within a 1-year period, other than by a person or entity that owned or had beneficial ownership of more than 50% of such outstanding shares before the close of such transactions(s).)

• Termination on Change of Control: A party can terminate if controlling ownership of the other party changes hands.

Change of control and assignment terms actually address opposite ownership changes. If an assignment clause addresses change of control, it says what happens if a party goes through an M&A deal and no longer exists (or becomes a shell company). A change of control clause, on the other hand, matters when the party subject to M&A does still exist . That party just has new owners (shareholders, etc.).

Consider the following additional issues for change of control clauses:

• Smaller Change of Ownership: The clause above defines “Change of Control” as any 50%-plus ownership shift. Does that set the bar too high? Should a 25% change authorize termination by the other party, or even less? In public companies and some private ones, new bosses can take control by acquiring far less than half the stock.
• No Right to Terminate: Should a change of control give any right to terminate, and if so, why? (Keep in mind, all that’s changed is the party’s owners — possibly irrelevant shareholders.)
• Divested Entity Rights: What if, again, a party spins off the department or business until involved in the deal? If that party can’t assign the contract to the divested entity, per the above, can it at least “sublicense” its rights to products or service, if it’s the customer? Or can it subcontract its performance obligations to the divested entity, if it’s the provider? Or maybe the contract should require that the other party sign an identical contract with the divested entity, at least for a short term.

Some of this text comes from the 3rd edition of The Tech Contracts Handbook , available to order (and review) from Amazon  here , or purchase directly from its publisher, the American Bar Association, here.

Want to do tech contracts better, faster, and with more confidence? Check out our training offerings here: https://www.techcontracts.com/training/ . Tech Contracts Academy has  options to fit every need and schedule: Comprehensive Tech Contracts M aster Classes™ (four on-line classes, two hours each), topical webinars (typically about an hour), customized in-house training (for just your team).   David Tollen is the founder of Tech Contracts Academy and our primary trainer. An attorney and also the founder of Sycamore Legal, P.C. , a boutique IT, IP, and privacy law firm in the San Francisco Bay Area, he also serves as an expert witness in litigation about software licenses, cloud computing agreements, and other IT contracts.

© 2020, 2022 by Tech Contracts Academy, LLC. All rights reserved.

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Asset Transfer Agreement: Definition & Sample

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What is an Asset Transfer Agreement?

An asset transfer agreement is a legal document between a seller and a purchaser that outlines the terms under which the ownership of property will be transferred. Assets aren't considered legally transferred until it is written in a legal agreement and signed by both parties.

An asset transfer agreement can provide for all aspects of an acquisition, such as price, assignee and other rights and obligations relating to title, warranty and indemnities. It also includes provisions for changes in value of currency, inflation adjustments or similar items.

Asset transfer agreements can be used for a variety of assets, but are commonly used for business acquisitions.

Common Sections in Asset Transfer Agreements

Below is a list of common sections included in Asset Transfer Agreements. These sections are linked to the below sample agreement for you to explore.

Asset Transfer Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm ASSET TRANSFER AGREEMENT , Viewed September 26, 2021, View Source on SEC .

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U.S. Department of the Treasury

Remarks by under secretary for international affairs jay shambaugh on chinese overcapacity and the global economy.

As Prepared for Delivery  

Thank you, Rush, for the kind introduction.  And thank you to Mike Froman and the Council on Foreign Relations for hosting me.

Few topics are a greater priority today – for the Biden administration in general and the U.S. Treasury in particular – than our economic engagement with China.  Underlying our responsible management of the economic relationship and our goal of a healthy economic competition is the belief that we needed to enhance communication, especially in areas where we disagree – something President Biden made clear after his meeting with President Xi in late 2022.  In a speech last year at SAIS, Secretary Yellen laid out three principal objectives for our economic approach to China: first, securing U.S. national security interests and protecting human rights; second, seeking a healthy economic relationship with a level playing field; and third, cooperating in areas where we can and must, such as climate change.  As U.S. lead for the Economic Working Group between the U.S. and China, I have spent many hours in discussions with Chinese counterparts toward achieving these three objectives. 

Today, I will focus on the second of these objectives: our pursuit of a healthy economic relationship between the U.S. and China with a level playing field for American workers and firms.  Such a relationship could be beneficial to both sides.  But we are growing concerned that China’s enduring macroeconomic imbalances and non-market policies and practices pose a significant risk to workers and business in the United States and rest of the world.  We are worried these features of China’s economy can lead to industrial overcapacity that has significant spillovers around the world and can compromise our collective supply chain resilience given the resulting over-concentration in some manufacturing sectors.   

Let me be clear – we remain fully supportive of trade, which obviously includes countries exporting goods they produce.  But overcapacity is something different: it is not just production in excess of domestic demand, it is production capacity untethered from global demand. 

Overcapacity concerns and interventions are not new – but we are seeing a resurgence of risks in new sectors. Earlier rounds of overcapacity led to job losses in the United States and shuttered American firms.  Given China’s size today, spillovers from its economy will be even more consequential. 

That is why today I want to discuss what overcapacity is, what Chinese policies cause it, where are we seeing it, the potential global spillovers, and how we should respond.

China’s Macroeconomic Imbalances and Global Spillovers

As an international macroeconomist, I have studied the economic relationship between the United States and China for decades – both as an academic and as a policy official.  And throughout this time, perhaps the defining characteristic of this relationship has been macroeconomic imbalances and their effects. 

Take, for example, China’s savings rate. China has maintained an exceptionally high savings rate for decades and over the past 20 years it has been roughly 45 to 50 percent of GDP.  That is more than twice the historical OECD average and about 10-20 percentage points above comparator East Asian economies.  China comprises 28 percent of total global savings, while only 18 percent of global GDP.  The corollary of high savings is low levels of household consumption.  At less than 40 percent of GDP, China’s consumption is low relative to other countries at similar levels of income. 

It is textbook economics that these savings must be channeled somewhere, which leaves the Chinese economy reliant on a combination of domestic investment and foreign demand to drive growth.  The mix between these two factors has fluctuated over time.  Twenty years ago, China relied on foreign demand and had large growing current account surpluses.  In the last decade, Chinese investment in infrastructure and real estate has absorbed much of the savings.  But the recent downturn in China’s property sector and the underperformance of its domestic economy raises questions about the drivers of future growth – and, in particular, China’s likely reliance on foreign demand to sustain its growth going forward. 

When China relies on foreign demand for growth, and especially when sectoral trade surpluses grow rapidly, the resultant loss of jobs and reduced wages can create lasting and significant damage to individuals and communities around the world, particularly those with low incomes.  We are all familiar with the so-called “China shock” that has hit workers and businesses not only in America but across the globe.  For example, from 2008 to 2013, China’s push in solar panel manufacturing contributed to an 80 percent decline in international prices and led to bankruptcies and firm closures in the United States and Europe, while Chinese solar output continued to expand on the back of $18 billion in below-market loans. [1]  In the steel sector, from 2000 to 2015, China added over eight hundred million tons of steelmaking capacity, and Chinese production volume eclipsed the total volume produced by the rest of the world. [2]  When Chinese consumption stalled but production did not, this depressed prices to record lows, reduced utilization rates of foreign steel producers, and contributed to the loss of nearly 100,000 jobs in the U.S alone. [3]  

Now, China’s economic size exacerbates this challenge.  A 3 percent current account surplus for China today would be almost the same share of global GDP as a 10 percent surplus back in 2007.  China cannot rely on global growth the way it did from 1990 to 2010; it is simply too big an economy today.  China’s share of global manufacturing is already 30 percent.  As seen in Figure 1 , China’s manufacturing trade surplus as a share of world GDP is large and has risen rapidly, at almost 2 percent.  That is more than the combined share of Japan and Germany’s manufacturing surpluses at their peaks. 

Chinese policymakers’ clear preference today is to push manufacturing even further as China’s growth driver, which means taking on an increasingly outsized share of global production – with other countries’ manufacturing sectors needing to shrink to compensate.

China’s size means that its imbalances pose an even greater risk to the global economy.  A small economy exports at the world price, but a large one – especially with a dominant market position – can shift global prices and leave the rest of the world to deal with the consequences.  When Chinese production is growing faster than its own demand or that of the global economy, the rest of the world cannot absorb China’s increase in manufacturing production without being forced to adjust.  These conditions would not appear in a normal, market economy.  What we are seeing is a fundamental distortion, driven by government policy.

Imbalances and Overcapacity

China’s large imbalances have spillovers on their own, but China’s non-market policies and practices amplify this effect by distorting markets, undercutting fair competition, and concentrating the spillovers into certain sectors.  In particular, the combination of China’s enduring macroeconomic imbalances and large-scale government support to specific industrial sectors drive industrial overcapacity. 

The scale of this support is striking: China’s industrial subsidies are simply much larger than those of other countries.  The Center for Strategic and International Studies concludes that China spends roughly 5 percent of GDP on industrial subsidies, 10 times as much as the United States, Brazil, Germany, and Japan. [4]   In sectors like semiconductors, steel, and aluminum, China alone accounts for between 80 and 90 percent of global subsidies provided to those industries. [5]    China’s subsidies are opaque but emerging patterns suggest the size of subsidies in China is only increasing, especially at local and provincial levels.  State-supported investment is surging to strategically important industries and companies, and there are new tools to steer commercial activities, including the use of structural monetary policy tools to advance industrial policy objectives. The central government, local governments, state-owned firms, and the private sector all play a key role in furthering the government’s industrial policy agenda.  

Notably, "Government Guidance Funds" or "Government Investment Funds" continue to use public resources to make equity investments in industries and activities that the Government considers important, with very limited transparency.  Academic studies estimate these funds have provided more than $1 trillion in capital and guarantees to over 28,000 mostly private companies from 2000 to 2018. [6]   One of these government guidance funds – of which there are over 2,000 at the national and subnational levels – specifically targets the semiconductor sector and is larger than the entire CHIPS & Science Act.  Other large-scale initiatives, including the “Little Giants” and “Single Champion”, demonstrate that China’s private sector does not solely operate through market forces – but rather benefit from the network of government guidance funds, state-owned banks, and SOEs who serve as financiers and customers to private firms.

These practices channel China’s vast savings into certain sectors, as directed by Beijing.  China’s “Made in China 2025” was launched in 2015 to promote certain strategic sectors.  As seen in Figure 2 , China has successfully promoted the exports of and discouraged imports of “strategic sectors” as defined by the 2015 policy, with notable results.  Imports have been falling as a share of China’s economy, but even more in strategic sectors.  And, while non-strategic sector exports fell as a share of China’s economy, exports in strategic sectors grew. 

Today, China’s push on manufacturing to drive growth is translating to an apparent surge in lending to industrial sectors, mirroring a decline in lending to real estate sectors ( Figure 3 ).  At the same time, growth in China’s export volumes is rising faster than total export values (calculated in USD), rising 11.5% versus 1.5%, respectively, in the first quarter of 2024 compared to the previous year.  Increases in export volume were particularly high for electric vehicles (+20%), solar batteries (+30%), and semiconductors (+25%), while overall export prices have fallen significantly since the beginning of 2023.  

In today’s interconnected economy, such overcapacity   can also lead to the concentration of supply chains in ways that ultimately reduce economic resilience.  As evidenced by the personal protective equipment (PPE) supply chain disruptions during the pandemic, significant concentrations of supply chains in a single country increases the risks of disruptions.  We see sectors such as solar panel manufacturing, critical minerals processing, permanent magnets, that are heavily concentrated in China. This is not just an issue for the United States or other advanced economies, emerging markets have seen their import concentration from China increased in recent years. [7]

Defining Overcapacity

But what do we as policymakers mean when we talk about Chinese overcapacity?  Defined most simply, it is production capacity in excess of domestic demand and untethered from global demand – and we are concerned about the patterns of overinvestment and state support driving it.  While periodic surpluses can occur within natural business cycles, we are concerned about structural overcapacity, which stems from persistent patterns of overinvestment and is facilitated by extensive state support.

There is no single test or condition that indicates overcapacity.  We cannot simply put in a few statistics about a sector and get a thumbs up or down of whether overcapacity exists.  Instead, I will outline three sets of indicators, or “warning signs.”  

The first metric is whether expansion in production capacity is growing faster than even the most ambitious demand projections.

The second is rate of lossmaking and inefficient firms.  The widespread presence of such firms reflects limited or slow adjustment to changing market conditions and a deteriorating ability to translate investment into revenue.  Rising production and investment alongside these indicators would suggest overcapacity. 

And third, low or sharply declining capacity utilization rates.  Sustained low utilization rates strain profitability of firms and imply the existence of surplus capacity. 

None of these metrics are definitive or dispositive on their own, and overcapacity can exist without some of these indicators. For example, with enough subsidies, capacity utilization might be quite high despite excess production.  But together they provide an analytical foundation for identifying overcapacity.  And on each metric, we are seeing persuasive evidence of not only Chinese overcapacity, but the clear link to the policies driving it. 

In China’s case, sectoral conditions are exacerbated by non-market policies and practices, which break the link between company behavior and market forces, and enable these companies to sell goods overseas at prices that are below what their market-driven competitors are able to offer.  This then enables the company that has benefited from such government support to grow their market share, potentially leading to over-concentration on a few suppliers. 

• Supply rising faster than any plausible level of global demand

First, in certain sectors, Chinese capacity is rising faster than any plausible level of global demand ( Figure 4 ).  

For example, China’s production capacity in lithium-ion batteries and solar modules is set to exceed projected global demand by 2 to 3 times over the next few years compared to what is necessary to achieve a path to net-zero emissions by 2050. [8]  Similarly, China's planned production capacity for EVs in 2030 is set to reach over 70 million vehicles, while global EV sales are estimated to only reach 44 million in that year. [9] These figures rely heavily on projections of future supply and demand, which may change.  We are assuming that demand will not rise more rapidly than needed under net-zero scenarios.  If global prices were to decline due to falling Chinese export prices, demand for Chinese goods would rise, but such low prices would likely eliminate production outside China.

2. More lossmaking and inefficient firms

Second, though the presence of lossmaking firms and low returns to investment can be natural in new or transforming industries, the presence of lossmaking firms in China is found even among mature industries.  Firms losing money should go out of business, not continue producing and adding to supply. But, if subsidies or other support from government (including local governments loathe to see an industry leave its borders) prop the firm up, it can stay in business far longer.

The share of lossmaking industrial firms in China is at its highest level in recent years, and the total number of lossmaking industrial firms is at its highest point since the 1990s, as seen in Figure 5 . [10]   Further, indicators of capital efficiency have declined over the past ten years across all sub-sectors with available data ( Figure 6 ). 

Lossmaking is especially pronounced in China’s auto industry.  The share of publicly-traded loss-making firms in the auto industry was 28 percent, outpacing the economy-wide average of 20 percent in 2022.  Within the subset of Chinese EV manufactures, only a handful are currently profitable, and these few firms are now facing intense margin pressure. [11]

3. Low or Declining Capacity Utilization

And the third metric is low or declining rates of capacity utilization.  Of course, capacity utilization rates can fluctuate with the business cycle, but that cannot fully explain the consistently low rates seen in many of the Chinese manufacturing sectors.  Data from the first quarter of 2024 shows China’s manufacturing capacity utilization rate has fallen to its lowest point since 2016 at 73.8% ( Figure 7 ), while the capacity utilization rate of OECD countries typically has remained around 80%. [12]  

This decline was particularly pronounced for sectors that Beijing prioritizes, including in automobiles, solar panels, and semiconductors ( Figure 8 ).  Utilization rates for finished solar panel production tumbled to 23% in February 2024, down from more than 60% a year earlier. [13] And the IEA estimates that last year, China’s battery output was less than 50% of total production capacity. [14]

For cars, China’s capacity utilization rates have exhibited a consistent downward trend since its 2017 peak of nearly 85% and fell to 65% in the first quarter of 2024, even while auto production increased. [15]   While top companies such as BYD are reportedly operating at above 80%, analyst reporting showed the average capacity utilization rate for new energy vehicles in 2023 was less than 50%. [16]

China’s Actions and Counter Argument

Some Chinese officials have argued publicly that other economies have production in excess of domestic demand and this is a normal part of trade.  As I said earlier, our concern is not about exports or even Chinese firms having a comparative advantage in some areas.  It is that the breadth of China’s government support means that production does not respond to global market demand.  The United States and many other market economies have successful export sectors, but our firms have incentives to respond to market signals.  During a global downturn, adjustment falls first and foremost on market economies. 

Chinese firms guided and supported by the government will expand production, face domestic market saturation, and then resort to exporting excess production at below-market prices.  Chinese production is also less responsive during a downturn. Rather than decreasing production or undergoing industry consolidation, Chinese industries can often maintain production, pushing excess supply abroad.  In both cases, the results are similar: overcapacity distorts global prices, threatens the long-term viability of foreign competitors, and shifts adjustment onto foreign countries, advanced and developing economies alike.  Another helpful indicator of overcapacity is how other countries are responding.  Rising cases of antidumping being brought against firms from a particular country may suggest that its firms are selling at prices below cost or normal market conditions. 

Chinese government support comes from a broad range of government bodies.  We have seen time and time again examples of Beijing announcing a new priority, and then the state actors across the country rushes to support it.  This will mean central government, provincial, or city-level support, amplified by state owned banks, for that locality’s specific champion or champions, leading to a rapid and broad-based expansion of production in that politically important sector.

Tools for Responding to Overcapacity Concerns

China’s imbalances and their spillovers have not gone unnoticed – Secretary Yellen has consistently raised China’s unfair economic practices and overcapacity concerns with her counterparts, from her first visit to Beijing last year to their recent meetings in April.  The Biden Administration has taken important steps to level the playing field, using a range of tools to protect American manufacturers who are subject to unfair and heavily subsidized competition.  This includes ongoing diplomatic engagement with Chinese counterparts, including through the Economic Working Group; historic investments under the CHIPS Act, the Bipartisan Infrastructure Law, and the Inflation Reduction Act; and trade enforcement, including the revised Section 301 tariffs or actions involving anti-dumping or countervailing duties.

The results of the Section 301 review outlined strategic and targeted steps that are needed to respond to specific long-standing unreasonable trade practices related to forced technology transfer by China.  In crafting the tariff regime to achieve this objective, President Biden directed USTR to raise tariffs on $18 billion of imports in sectors where we are looking to preserve and increase supply chain resilience and protect American workers in the face of unfair Chinese production.  Along with our interagency colleagues, we will continue to monitor and respond to China’s use of non-market policies and practices and use the tools at our disposal to secure fair competition. 

We are not isolated in seeking to address negative spillovers from China’s non-market practices.   The EU and Turkey have also recently imposed tariffs on Chinese EV imports; Mexico, Chile, and Brazil have taken trade actions on Chinese steel; and India uses tariffs and other trade tools to defend its solar manufacturers from Chinese dumping.  And while each country had their own concerns and needs, the underlying reason is undeniable. As the G7 Leaders and Finance Ministers have stated – China’s overcapacity “undermines our workers, industries, and economic resilience and security.”  The United States will act, and we won’t be alone.

Let me conclude with a broader perspective. 

First, overcapacity concerns are not new, and China is not blind to them.  In the past, China has acknowledged excess capacity in several industries, including steel, cement, and glass.  And more recently, Chinese officials have publicly acknowledged overcapacity as a risk to sustained economic recovery during their Congress’s annual meetings in March and their Central Economic Work Conference last December. Continued production beyond what a market can bear is an inefficient waste of resources.  Reigning in overcapacity could be good for China, boosting productivity and efficiency.  However, their efforts from prior years to address overcapacity in a small number of sectors are being reversed, and overcapacity is clearly growing.

Second, this a global issue. The United States, along with our allies and partners in developing economies and advanced economies alike, share mutual objectives to address China’s policies that have negative economic spillovers to our firms, workers, and economic resilience. 

Third, addressing these challenges may warrant our taking defensive action to protect our firms and workers – and the traditional toolkit of trade actions may not be sufficient. More creative approaches may be necessary to mitigate the impacts of China’s overcapacity. We should be clear: defense against overcapacity or dumping is not protectionist or anti-trade, it is an attempt to safeguard firms and workers from distortions in another economy.

The best outcome, though, would be for China to acknowledge the growing concerns among its major trading partners and work with us to address them. We will take defensive action if needed, but we would prefer for China to take action itself to address the macroeconomic and structural forces that are generating the potential for a second “China shock” for its major trading partners. China could boost consumption by strengthening its safety net, increasing household incomes, reforming its internal migration rules. It could better support services, not just manufacturing. It could reduce harmful and wasteful subsidies. These would all be in China’s interest and reduce tensions.

As I described earlier, the Treasury Department has shared these concerns through regular engagements with our Chinese counterparts.   We have advocated for specific steps to ensure American workers and firms are treated fairly, and we will continue to work bilaterally toward a healthy economic relationship that benefits both countries.

[1] Suntech, Owing Millions, Faces a Takeover.  NYT, March 2013.

[2] World Steel Association.

[3] Bureau of Labor Statistics.

[4] Red Ink: Estimating Chinese Industrial Policy Spending in Comparative Perspective (csis.org) , and  Big Spender - The Wire China

[5] Government support in industrial sectors: A synthesis report | en | OECD

[6] Government as an Equity Investor: Evidence from Chinese Government Venture Capital through Cycles by Jinlin Li :: SSRN

[7] Rhodium Group, How China's Overcapacity Holds Back Emerging Economies

[8] BloombergNEF

[9] China's EV overcapacity spurs global fears of more price cuts - Nikkei Asia

[10] National Bureau of Labor Statistics.

[11] Li Auto Profit Fell on Higher Operating Expenses.   WSJ, May 2024

[12] China National Bureau of Statistics, Trading Economics.

[13] China solar industry faces shakeout, but rock-bottom prices to persist | Reuters

[14] Global EV Outlook 2024 (iea.blob.core.windows.net) , pg.81. 

[15] CEIC via Haver

[16] China's underutilized factories fan export dump fears in U.S. and Europe - Nikkei Asia .

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Who is Caleb Okoli and how does he fit Leicester City’s recruitment model?

A year ago, Caleb Okoli revealed his vision: to be playing in the Premier League within five years.

At the age of 22, he has achieved his dream after completing his £13million ($16.7m) move to Leicester City from Atalanta on a five-year contract.

Six months before he spoke about his future to Goal Italia, the Vicenza-born central defender had been part of an Italy senior training squad, invited by then Italy manager and former Leicester player Roberto Mancini as one of the promising young talents emerging in Serie A. He had been capped by Italy at under-19, under-20 and under-21 level.

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Last season ended in disappointment on loan at Frosinone, who were relegated from Serie A on the last day of the season, but it was a breakthrough campaign for Okoli, who made 35 starts in all competitions.

Okoli, who studies great defenders — former Real Madrid defender Sergio Ramos in particular — will need time to adapt to life in England as well as the Premier League, but Leicester have signed a player with huge potential, says Lorenzo Bettoni, a journalist with Football Italia.

“He has come through the Atalanta academy, which is widely regarded as one of the best in Italy,” Bettoni says.

“He is physical, big and strong, and he can play in a back three as well as a back four.

“He has played a few senior games for Atalanta but last season was a big season for him as he played regularly in a back three.

“He is good in physical duels and has pace, so he can defend high up the pitch. He needs to improve technically with the ball at his feet but he has the physicality which should help him in England.”

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His physicality and mobility could be a big asset for new manager Steve Cooper, who met up with his squad for the first time on Monday when Leicester returned to pre-season training.

Missing were the players who had been on international duty, including defenders Jannik Vestergaard and Wout Faes, who have been given extra time off to recover from Euro 2024.

Last season the duo played in a back four which became a back three in possession, with Vestergaard the central figure. It was a role he also carried out for Denmark at the Euros in a back three and it is a system Cooper used while manager of Nottingham Forest. Okoli’s pace and recovery abilities will be a welcome addition.

Although right-footed, Okoli also spent most of last season on the left of a back three.

“He has pace and can push up high, but towards the end of last season Frosinone were pushed back and had to defend their penalty box more,” Bettoni says.

“They slipped into relegation because their form was poor over the final couple of months. I don’t think Okoli could be blamed for that.”

In these games towards the end of last season, Okoli looks composed on the ball but also shows his athleticism as he makes two crucial tackles.

Here, against Udinese, he finds himself in a two-on-one situation and is marking Keinan Davis…

… but he times his movement towards Lorenzo Lucca , in possession, perfectly to make the challenge.

And against Monza here, he is quick out to deny Alessio Zerbin when the forward is in a good shooting position.

As shown below using data from smarterscout — which gives players a series of ratings from zero to 99 based on how often they perform a specific action or how effective they are at it — Okoli scored an impressive 92 for recoveries of a moving ball last season, 56 for aerial duals and 63 for disrupting opposition attacks.

He also scored 58 for passes towards the opposition’s goal and an impressive 92 for dribbles as he often looked to bring the ball out from defence into midfield.

Fbref uses Opta and a similar metric to compare players with their positional peers in the big five leagues across Europe and European competitions over the past year. Okoli scores a high percentage compared to other central defenders for tackles (70, with 81 in the middle portion of the pitch), clearances (80) and aerials won (64), but also progressive passes (58) were relatively high.

“He is good when he brings the ball out but he is probably given a little more freedom by opponents because they don’t expect him to always pick the last pass,” Bettoni says.

“Making that numerical advantage count and making the right final decision is probably something he can improve on.”

Here, in the Udinese game, he repeatedly takes advantage of space in front of him to bring the ball forward and then makes a forward pass into a team-mate, on this occasion Walid Cheddira.

He is an industrious player, which he attributes to his upbringing by his Nigerian parents. “The Atalanta academy places a big emphasis on building character, so for sure he is a hard worker,” Bettoni says. “There is a very demanding culture at Atalanta.

“There is no evidence of any issues or controversies with Caleb off the field. He won’t cause any problems.

“Mancini obviously saw him as an emerging talent to include him in that squad and he played in the under-21 European Championships last year as well.

“He also came through the academy at a similar time to Dejan Kulusevski, now at Tottenham.”

Leicester have not signed the finished article, but Okoli is a player with potential. They are returning to the model of trying to find up-and-coming talents they can nurture and turn into assets.

Okoli appears to tick a lot of the boxes of what has been a largely successful model for Leicester in recent years.

Bobby De Cordova-Reid to Leicester: The Athletic 500 transfer ratings

(Top photo: Gabriele Maltinti/Getty Images)

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Rob has been a journalist for twenty years and for the past ten he has covered Leicester City, including their Premier League title success of 2016. He is the author of 5000-1, The Leicester City Story. Follow Rob on Twitter @ RobTannerLCFC

• Administering Payroll for Canada

All transfers between legal employers are known as global transfers. During a global transfer, the application creates a work relationship and assignment under the new legal employer.

The application terminates the existing work relationship and all assignments under it as of a day prior to the global transfer date. In this scenario, the application sets the Last Standard Earnings Date and Last Standard Process Date automatically, but you have to set the Final Close Date according to your requirements. Perform all the payroll actions before entering a Final Close Date because the application terminates the original assignment after you enter this date.

Depending on the payroll relationship rules, the application creates a new assignment under a different payroll relationship. You can also change the legal employer of multiple employees in a single batch using the Mass Legal Employer Change task.

During a legal employer change within the legislative data group (LDG), you can select the data that you want to copy from the source to the target assignment and payroll relationship.

What's Copied

Change Legal Employer Dashboard

You can use the Change Legal Employer Dashboard to view the results of a transfer. It lists a consolidated summary related to the global transfer for each employee. For further info, see Dashboard for Legal Employer Change in the Help Center.

Override Default Settings

Some fields and copy options are enabled by default and hidden on this process. You can use HCM Experience Design Studio to configure what fields are hidden or displayed according to user role. For example, you can choose to hide some of the payroll fields from the line manager and make them visible to the payroll manager.

You could also set or modify default values. For example, all recurring element entries are copied subject to eligibility. But you could exclude certain elements by defining an element (object) group and using it as the default value for the element group field.

You can't override assignment attributes like job, grade, and position because they are unique and may differ for each worker in the destination assignment.

Related Topics

• HCM Experience Design Studio
• Dashboard for Legal Employer Change
• Local and Global Transfer
• Mass Legal Employer Change
• Overview of Administering Payroll Relationships
• Payroll Relationship and Termination Dates

How to Transfer Property Out of a Trust After Death

After a grantor passes away, becoming the trustee can be daunting, especially if you’re responsible for distributing property. Houses are among the most valuable assets in a family for financial and sentimental reasons. Therefore, it’s critical to understand how to transfer property out of a trust to the designated beneficiary. When the trust owner dies, the trustee can transfer property out of the trust by using a quitclaim or grant deed transferring ownership of the property to the beneficiary. Here are details on the process and what to do with the inherited property if you’re the beneficiary.

Estate planning is a complex process.  Find a financial advisor who can help you today .

Transferring property out of a trust is the trustee’s job. Generally, after the trustor passes away, the trustee notifies the trust’s beneficiaries, enacts the trust’s conditions and the beneficiaries receive the assets.

In addition, the grantor’s death makes the trust irrevocable . As a result, the trust’s provisions become permanent, and beneficiaries must abide by them to receive any assets. So, the beneficiaries must fulfill specific requirements, such as reaching adulthood, to inherit property from the trust. Likewise, the trustee has a role to play, described as follows.

Transfer the Deed to the Beneficiary

The deed to a property confers ownership, so transferring the deed to the beneficiary is the vital first step. Specifically, you’ll need a quitclaim or grant deed for the transfer. The rules for filling out such documentation vary by state, so it’s recommended to work with an attorney to ensure the deed is free of errors.

Provide Deed Information

As the trustee, you are responsible for the transfer deed containing the correct information. First, the deed should state that the beneficiary isn’t purchasing the property. In addition, because the transfer is not a property sale, the beneficiary will not pay transfer tax .

Then, the deed should declare what type of ownership the beneficiary will take. The beneficiary’s marital status and financial circumstances will determine how they will own the property.

Remember, some states require other documents to transfer the property. In addition, they might impose limitations on property ownership for beneficiaries. As a result, check your state’s regulations to understand what deed information the transfer needs to be valid.

Identify Mortgages

An outstanding mortgage on the property usually means the beneficiary receives the financial burden along with the property. For example, if $50,000 is left on the mortgage of home, the beneficiary becomes responsible for repaying the loan. Therefore, it’s crucial for the beneficiary to communicate with the mortgage lender and find out if they require refinancing when the original owner passes away.

However, outstanding mortgages might not become the beneficiary’s problem in some cases. Specifically, the trustor might have set the conditions of the trust to pay the rest of the mortgage upon the trustor’s death. Therefore, it’s essential for the trustee to examine the trust documents to see what happens to the mortgage after the trustor passes away.

File the Deed

Once you obtain the necessary signatures and notarization for the deed , you’ll file it with the city or county government entity overseeing real estate transfers. For instance, depending on the state, you might file with the register of deeds, deeds office or county clerk. Filing generally costs a nominal fee.

What to Do When You Inherit Property from a Trust

When you receive property from a trust , you have three primary options: occupy the home, sell it or rent it out. Each choice has its pros and cons. For example, if you receive a home without a mortgage, it could be financially advantageous to sell your current home and move into the one from the trust. However, the home might need repairs or not be the right size for the number of occupants.

If moving in isn’t feasible or desirable, selling the property can bring in considerable cash. Plus, you’ll rid yourself of the responsibility of paying property taxes and keeping the home in good condition. However, an existing mortgage and necessary repairs can diminish the profits from selling.

Thirdly, renting the home to tenants can bring in monthly income and confer tax breaks specific to landlords , such as repair and utility cost deductions. That said, managing rental properties can be expensive and time-consuming, so collecting rent might be a headache instead of easy passive income.

Tax Implications of Inherited Property from a Trust

Inheriting property typically doesn’t incur specific tax breaks or expenses at the time. Instead, what you do with the property has tax implications down the road. The absence of a federal inheritance tax makes inheriting property free in most cases.

However, six states charge inheritance tax to siblings, aunts, uncles and in-laws. Pennsylvania and Nebraska impose inheritance tax on children and grandchildren. As a result, the less related you are to the trustor, the more likely you are to pay state inheritance tax.

Likewise, selling the home might not have significant tax consequences because of the IRS’s step-up rule . When you receive a property, you “step up” its value to the current market. For example, say your grandparent bought a house for $50,000 and passed it down to you after they died. The house appraises for $300,000 when you receive it, but since this value is stepped up, you won’t pay capital gains taxes for the $250,000 increase. You can also delay the step-up assessment by six months if you think the value will increase steeply in that period.

Remember Capital Gains

However, you will pay capital gains taxes if you sell the home at a price higher than its step-up value. Using the above example, if you sold the home for $350,000, you would be liable for capital gains taxes for the additional $50,000. Fortunately, the IRS will exclude up to $500,000 of capital gains taxes for couples and $250,000 for individuals in situations like this if the home was your primary residence for at least two out of five years.

Remember, renting out the home can confer tax advantages as well. For instance, you can deduct costs to improve the home and get a tax break for property value depreciation. Similarly, if you decide to live in the home and not sell it, you can enjoy the tax benefits of homeownership , such as deductions for property taxes or working in a home office.

Bottom Line

Transferring property out of a trust after the trustor’s death is a multistep process in which the trustee fills out deed documentation, identifies mortgages and transfers ownership to the beneficiary. Beneficiaries receiving property generally don’t experience tax disadvantages but may take on the mortgage along with the home. As a result, inheriting property means deciding between living in the home, renting it out or selling it. Again, these choices usually have positive or neutral tax implications thanks to the IRS step-up rule. However, because each financial situation is unique, it’s crucial to understand the tax consequences of handling inherited property.

Tips on Transferring Property Out of a Trust

• Inheriting a home can be a financial benefit – but handling new property unwisely can cost you. Consider  consulting a financial advisor  to help you understand the implications of selling, renting or occupying the home. Finding a qualified financial advisor doesn’t have to be hard.  SmartAsset’s free tool  matches you with up to three financial advisors who serve your area, and you can interview your advisor matches at no cost to decide which one is right for you. If you’re ready to find an advisor who can help you achieve your financial goals,  get started now .
• Inherited property can be valuable. If you don’t need a second home, selling the home can help you achieve your financial goals. To make the most of the opportunity, use this guide to selling inherited property .

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