Accurate
Country-specific legal content
Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.
BusinessUnited Kingdom
UK Trade Mark Assignment Deed
Transfer legal title in a UK registered trade mark with a formal Assignment Deed under section 24 of the Trade Marks Act 1994. Includes UKIPO Form TM16 recordal mechanics, full assignor warranties + capped indemnity, post-Brexit EUTM-cloned UK marks, Madrid Protocol UK designations (WIPO MM5), Companies Act 2006 s.44 execution and the 12-year limitation period for deeds.
Free to useInstant PDFNo account required
PDF (free) + editable Word (.docx) with Expert
TRADE MARK ASSIGNMENT DEED
Trade Marks Act 1994 S.24 · UKIPO TM16 Supporting · 2026-05-22
ASSIGNOR
Founders Capital Limited (Company No. 11824657)
17 Berkeley Square, Mayfair, London W1J 6EW
By: Alexander Henry Thompson, Authorised signatory
ASSIGNEE
Aurora Beverage Co Limited (Company No. 13548291)
120 Cheapside, London EC2V 6DR
By: James William Patterson, Authorised signatory
Mark: AURORA (word mark) (UK Reg. UK00003521847)
Effective: 2026-05-22
THIS DEED is made on 2026-05-22 between Founders Capital Limited (the "Assignor") and Aurora Beverage Co Limited (the "Assignee"). The Assignor wishes to assign and the Assignee wishes to acquire all the Assignor's right, title and interest in the Trade Marks identified in clause 2 below, under section 24 of the Trade Marks Act 1994. The parties have therefore agreed as follows.
1.
DEFINITIONS
1.1 In this Deed:
"Trade Marks" means the UK registered trade marks identified in clause 2 below, together with any related goodwill (where assigned with goodwill) and any pending applications and renewals.
"Effective Date" means 2026-05-22.
"TMA 1994" means the Trade Marks Act 1994.
"UKIPO" means the UK Intellectual Property Office.
"Form TM16" means the UKIPO prescribed form for recording change of ownership of a registered trade mark.
"Trade Marks" means the UK registered trade marks identified in clause 2 below, together with any related goodwill (where assigned with goodwill) and any pending applications and renewals.
"Effective Date" means 2026-05-22.
"TMA 1994" means the Trade Marks Act 1994.
"UKIPO" means the UK Intellectual Property Office.
"Form TM16" means the UKIPO prescribed form for recording change of ownership of a registered trade mark.
2.
TRADE MARKS
2.1 The Trade Marks assigned under this Deed are as follows:
UK Registration No.: UK00003521847
Mark: AURORA (word mark)
Class(es): 32, 33 (non-alcoholic beverages, alcoholic beverages except beers)
Date of registration: 2021-09-14
2.2 Additional Trade Marks assigned (each subject to all the terms of this Deed):
UK00003647219 — AURORA BLOSSOM (word mark) — class 32 — registered 2 March 2023
UK00003721495 — AURORA logo (figurative) — classes 32 and 33 — registered 8 November 2023
UK Registration No.: UK00003521847
Mark: AURORA (word mark)
Class(es): 32, 33 (non-alcoholic beverages, alcoholic beverages except beers)
Date of registration: 2021-09-14
2.2 Additional Trade Marks assigned (each subject to all the terms of this Deed):
UK00003647219 — AURORA BLOSSOM (word mark) — class 32 — registered 2 March 2023
UK00003721495 — AURORA logo (figurative) — classes 32 and 33 — registered 8 November 2023
3.
ASSIGNMENT AND CONSIDERATION
3.1 In consideration of £350,000.00 (receipt of which is hereby acknowledged), the Assignor with full title guarantee HEREBY ASSIGNS to the Assignee absolutely all its right, title and interest in the Trade Marks, with effect from the Effective Date.
3.2 The assignment is made together with all the goodwill in the business in connection with which the Trade Marks have been used. The Assignor confirms it has carried on, and the Assignee will continue to carry on, the business in respect of the goods and services for which the Trade Marks are registered.
3.3 The assignment is full, covering all classes for which the Trade Marks are registered.
3.2 The assignment is made together with all the goodwill in the business in connection with which the Trade Marks have been used. The Assignor confirms it has carried on, and the Assignee will continue to carry on, the business in respect of the goods and services for which the Trade Marks are registered.
3.3 The assignment is full, covering all classes for which the Trade Marks are registered.
4.
STATUTORY BASIS
4.1 This Deed is an effective assignment under section 24 of the Trade Marks Act 1994, being in writing and signed by or on behalf of the Assignor. 4.2 The parties acknowledge that, under section 25 of TMA 1994, until the assignment is recorded on the Trade Marks Register at the UKIPO, the Assignee's title is vulnerable to a later innocent dealing by the Assignor, and the Assignee's ability to recover costs in subsequent infringement proceedings may be restricted (s.25(3)(b)). 4.3 Recordal at the UKIPO is dealt with in clause 9.
5.
WARRANTIES OF THE ASSIGNOR
5.1 The Assignor warrants to the Assignee as at the Effective Date that:
(a) Title: the Assignor is the sole and beneficial owner of the Trade Marks and has full right, power and authority to assign them under this Deed (TMA 1994 s.24(3) — "full title guarantee");
(b) No encumbrances: the Trade Marks are free from any mortgage, charge, lien, licence, option or other security interest or third-party right;
(c) No infringement claims: the Assignor is not aware of any claim, demand or threatened proceeding alleging that the use of the Trade Marks infringes any third-party rights;
(d) Validity: the Trade Marks are valid and subsisting registrations; the Assignor has paid all renewal fees due and has met all use requirements;
(e) No pending proceedings: there are no pending oppositions, invalidations, revocation actions or other UKIPO / court proceedings affecting the Trade Marks;
(f) Genuine use: the Trade Marks have been used in the course of trade in the UK in the 5 years preceding the Effective Date (TMA 1994 s.46(1)(a)), reducing the risk of revocation for non-use.
5.2 The Assignor acknowledges that the Assignee is entering into this Deed in reliance on the warranties above.
(a) Title: the Assignor is the sole and beneficial owner of the Trade Marks and has full right, power and authority to assign them under this Deed (TMA 1994 s.24(3) — "full title guarantee");
(b) No encumbrances: the Trade Marks are free from any mortgage, charge, lien, licence, option or other security interest or third-party right;
(c) No infringement claims: the Assignor is not aware of any claim, demand or threatened proceeding alleging that the use of the Trade Marks infringes any third-party rights;
(d) Validity: the Trade Marks are valid and subsisting registrations; the Assignor has paid all renewal fees due and has met all use requirements;
(e) No pending proceedings: there are no pending oppositions, invalidations, revocation actions or other UKIPO / court proceedings affecting the Trade Marks;
(f) Genuine use: the Trade Marks have been used in the course of trade in the UK in the 5 years preceding the Effective Date (TMA 1994 s.46(1)(a)), reducing the risk of revocation for non-use.
5.2 The Assignor acknowledges that the Assignee is entering into this Deed in reliance on the warranties above.
6.
INDEMNITY
6.1 The Assignor shall indemnify and hold harmless the Assignee on demand against all losses, damages, costs, claims and expenses suffered or incurred by the Assignee arising directly from any breach of the warranties in clause 5 above. 6.2 The Assignor's aggregate liability under this indemnity is capped at the consideration actually paid for the Trade Marks (clause 3.1).
6.3 The Assignee shall notify the Assignor of any claim within 30 days of becoming aware of it and shall give the Assignor a reasonable opportunity to defend or settle the claim.
6.3 The Assignee shall notify the Assignor of any claim within 30 days of becoming aware of it and shall give the Assignor a reasonable opportunity to defend or settle the claim.
7.
UKIPO RECORDAL (FORM TM16)
7.1 The parties shall procure that the assignment is recorded at the UKIPO on Form TM16 within 6 months of the Effective Date (preserving priority against later innocent dealings and the right to recover costs in any later infringement proceedings — TMA 1994 s.25). 7.2 The Assignee is responsible for filing Form TM16 and paying the £50 UKIPO fee. The Assignor shall promptly execute and deliver any further documents reasonably required.
7.3 Target recordal date: 2026-08-22.
7.3 Target recordal date: 2026-08-22.
8.
EU AND INTERNATIONAL EXTENSIONS
8.1 EUTM-cloned UK marks (post-Brexit): the UK-only parts of the following formerly-EUTM registrations are included in this assignment and shall be recorded at UKIPO accordingly:
UK00919824671 (formerly EUTM 019824671) — AURORA — classes 32, 33 — UK-only part assigned
UK00920417529 (formerly EUTM 020417529) — AURORA BLOSSOM — class 32 — UK-only part assigned
8.2 Madrid Protocol international registrations with UK designation: the UK designation of the following international registrations is included; the parties shall record the change of ownership at WIPO using Form MM5:
IR No. 1574832 — AURORA — UK designation only — classes 32, 33 — WIPO MM5 to be filed
UK00919824671 (formerly EUTM 019824671) — AURORA — classes 32, 33 — UK-only part assigned
UK00920417529 (formerly EUTM 020417529) — AURORA BLOSSOM — class 32 — UK-only part assigned
8.2 Madrid Protocol international registrations with UK designation: the UK designation of the following international registrations is included; the parties shall record the change of ownership at WIPO using Form MM5:
IR No. 1574832 — AURORA — UK designation only — classes 32, 33 — WIPO MM5 to be filed
9.
POST-ASSIGNMENT COOPERATION
The Assignor shall, at the Assignee's reasonable request and cost, execute and deliver further documents and take such steps as may be reasonably necessary to perfect the Assignee's title in the Trade Marks (including, without limitation, providing evidence of use, executing further confirmatory deeds, and assisting in any UKIPO recordal or infringement proceedings).
10.
EXISTING LICENCES
The assignment is subject to the following existing licences and arrangements which the Assignee acknowledges and assumes from the Effective Date:
Co-existence agreement dated 14 March 2024 between Founders Capital Limited and Northern Sky Drinks Plc — covering use of AURORA NORTH variant in Scotland, class 32 only. Assignee acknowledges and accepts the existing terms.
The Assignee shall be bound by the terms of those existing licences for the remainder of their respective terms.
Co-existence agreement dated 14 March 2024 between Founders Capital Limited and Northern Sky Drinks Plc — covering use of AURORA NORTH variant in Scotland, class 32 only. Assignee acknowledges and accepts the existing terms.
The Assignee shall be bound by the terms of those existing licences for the remainder of their respective terms.
11.
RESTRICTIVE COVENANTS OF THE ASSIGNOR
For a period agreed between the parties, the Assignor undertakes not to challenge the Trade Marks, not to register or use any confusingly similar mark, and not to compete in the relevant goods / services as follows:
(a) The Assignor and its group shall not, for a period of 5 years from the Effective Date, register, use or apply for any mark in classes 32 or 33 that contains the word AURORA or any visually or phonetically similar word in relation to beverages.
(b) The Assignor shall not challenge the validity of the Trade Marks for a period of 10 years.
(c) Geographic scope: United Kingdom.
The Assignor acknowledges that these restrictions are reasonable and necessary to protect the legitimate interests being transferred (Herbert Morris v Saxelby [1916] AC 688; Tillman v Egon Zehnder [2019] UKSC 32).
(a) The Assignor and its group shall not, for a period of 5 years from the Effective Date, register, use or apply for any mark in classes 32 or 33 that contains the word AURORA or any visually or phonetically similar word in relation to beverages.
(b) The Assignor shall not challenge the validity of the Trade Marks for a period of 10 years.
(c) Geographic scope: United Kingdom.
The Assignor acknowledges that these restrictions are reasonable and necessary to protect the legitimate interests being transferred (Herbert Morris v Saxelby [1916] AC 688; Tillman v Egon Zehnder [2019] UKSC 32).
12.
ENTIRE AGREEMENT, NOTICES, VARIATION, THIRD-PARTY RIGHTS
(a) Entire Agreement: this Deed constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements.
(b) Notices: notices under this Deed shall be served by first-class post or email to the address notified by each party.
(c) Variation: no variation is effective unless in writing as a deed and signed by both parties.
(d) Severance: if any provision is invalid or unenforceable, the remaining provisions are not affected; the parties will negotiate in good faith a replacement provision having the nearest lawful equivalent effect.
(e) Third-party rights: specified Group Companies of the parties may enforce the warranties and indemnity above; otherwise the Contracts (Rights of Third Parties) Act 1999 is excluded.
(f) Counterparts: this Deed may be executed in counterparts. Each counterpart constitutes an original and all counterparts together constitute one and the same Deed.
(b) Notices: notices under this Deed shall be served by first-class post or email to the address notified by each party.
(c) Variation: no variation is effective unless in writing as a deed and signed by both parties.
(d) Severance: if any provision is invalid or unenforceable, the remaining provisions are not affected; the parties will negotiate in good faith a replacement provision having the nearest lawful equivalent effect.
(e) Third-party rights: specified Group Companies of the parties may enforce the warranties and indemnity above; otherwise the Contracts (Rights of Third Parties) Act 1999 is excluded.
(f) Counterparts: this Deed may be executed in counterparts. Each counterpart constitutes an original and all counterparts together constitute one and the same Deed.
13.
GOVERNING LAW AND JURISDICTION
This Deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction.
14.
EXECUTION AS A DEED
This Deed has been executed and delivered as a deed on the date first written above. For corporate signatories, execution is in accordance with section 44 of the Companies Act 2006: either (a) by two authorised signatories (two directors / a director and the company secretary), or (b) by a single director in the presence of an attesting witness who signs to confirm. The 12-year limitation period under section 8 of the Limitation Act 1980 applies to actions on this Deed.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
EXECUTED AS A DEED BY THE ASSIGNOR
Alexander Henry Thompson
Director / Authorised signatory
Founders Capital Limited
Date: ____________________
SECOND ASSIGNOR SIGNATORY
Olivia Margaret Foster
Director / Company Secretary
Date: ____________________
EXECUTED AS A DEED BY THE ASSIGNEE
James William Patterson
Director / Authorised signatory
Aurora Beverage Co Limited
Date: ____________________
SECOND ASSIGNEE SIGNATORY
Rebecca Anne Carter
Director / Company Secretary
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a UK Trade Mark Assignment Deed?
A Trade Mark Assignment Deed is the formal UK instrument that transfers legal title in one or more registered trade marks from the Assignor to the Assignee. Under section 24 of the Trade Marks Act 1994, an assignment must be "in writing and signed by or on behalf of the assignor". Without this, no effective transfer takes place. While a simple contract is technically sufficient, British IP practice strongly favours a deed because it attracts a 12-year limitation period under section 8 of the Limitation Act 1980 — versus 6 years for a simple contract — and removes any consideration issues where the price is nominal or the assignment is intra-group.
In the United Kingdom, the assignment must be recorded at the UK Intellectual Property Office (UKIPO) using Form TM16 (£50 fee) to preserve the Assignee's priority against later innocent dealings under section 25 of the Trade Marks Act 1994. The 6-month recordal window is best practice. A failure to record may result in the loss of priority and a restriction on the recovery of costs in later infringement proceedings (s.25(3)(b)).
Trade mark assignments in the United Kingdom are central to M&A transactions, brand sales, group restructures and IP carve-outs. Post-Brexit, UK-only parts of formerly EUTM registrations (now bearing the prefix UK009) require a UK assignment to transfer the UK portion. International registrations with UK designation (Madrid Protocol) require a parallel WIPO MM5 filing in addition to the UKIPO recordal. Our template handles all three layers — pure UK, EUTM-cloned, and Madrid — in one deed.
What's Covered in This Template
Our UK Trade Mark Assignment Deed template generates a comprehensive deed with all the warranties, recordal mechanics and statutory citations expected in British IP practice.
Assignor & Assignee (4 entity types)
Limited company, individual, partnership, or LLP — execution clauses adapt automatically to combinations.
Trade Mark Identification
UK registration number (UK000XXXXXXX), mark text/description, Nice classification (45 classes), registration date. Multiple marks per deed supported.
Consideration
5 consideration types: cash, shares, nominal (£1 intra-group), group restructure (with TOGC potential), or other.
With / Without Goodwill
TMA 1994 s.24(1) framework. Without-goodwill assignments carry a Star Industrial v Yap Kwee Kor [1976] FSR 256 invalidity risk warning.
Full or Partial Assignment
TMA 1994 s.24(2) — assignment can cover all classes / territories, or be limited to specified classes / goods / services / geographic scope.
Statutory Basis
Explains the s.24 writing + signature requirement and the s.25 recordal / priority framework — preserves the Assignee's position.
Six Tailored Warranties (Expert)
Title, no encumbrances, no infringement claims, validity, no pending proceedings, genuine use under TMA 1994 s.46(1)(a). Each "yes" toggle generates a separate clause.
Capped / Uncapped Indemnity (Expert)
Three modes: capped at consideration paid (default), capped at specific amount, or uncapped. 30-day notification framework.
UKIPO TM16 Recordal (Expert)
6-month recordal target; responsible party allocation (Assignee / Assignor / jointly); £50 UKIPO fee tracked.
EUTM-Cloned UK + Madrid Protocol (Expert)
Post-Brexit UK009 cloned marks plus Madrid international registrations with UK designation (WIPO MM5 filing).
Restrictive Covenants on Assignor (Expert)
No-challenge + no-similar-mark + no-compete restrictions, reasonable under Herbert Morris v Saxelby and Tillman v Egon Zehnder.
Deed Execution Clauses
Companies Act 2006 s.44 for British company signatories, Law of Property (Miscellaneous Provisions) Act 1989 s.1 for individuals. 12-year limitation under Limitation Act 1980 s.8.
How to Create a Trade Mark Assignment Deed
Follow these steps to draft a UK Trade Mark Assignment Deed.
- 1
Identify the Assignor and Assignee
Enter the Assignor's full legal name, address, Companies House number (if Ltd), and the names of one or two authorised signatories. Do the same for the Assignee. Where either side is an individual, the witness will be added in the execution clause. Enter the deed date — this triggers the 12-year limitation period under Limitation Act 1980 s.8.
- 2
List the Trade Marks Being Assigned
Enter the primary UK registration number (UK000XXXXXXX), the mark text or description, the Nice classes (e.g. "32, 33"), and the registration date. Add any further marks (including post-Brexit UK-cloned EUTM marks with the UK009 prefix) in the additional-marks list. Each mark identified will be transferred under the same deed.
- 3
Set the Assignment Terms
Enter the consideration (cash amount, shares, nominal £1, or describe the group restructure). Confirm whether the assignment is with goodwill (almost always yes — without goodwill creates a Star Industrial v Yap Kwee Kor risk) and whether the assignment is full or partial. For partial assignments, specify the limited classes / territory / goods. Select the governing law (England & Wales / Scotland / NI).
- 4
Add Warranties + Indemnity (Expert)
In Expert mode, toggle on the six Assignor warranties: title (with full title guarantee), no encumbrances, no infringement claims, validity, no pending UKIPO/court proceedings, genuine use within the last 5 years (TMA 1994 s.46(1)(a) — relevant for revocation-for-non-use risk). Select the indemnity scope: capped at consideration paid (default), capped at a specific amount, or uncapped.
- 5
Add Recordal + Boilerplate (Expert)
In Expert mode, include the UKIPO TM16 recordal clause (with the responsible party — typically the Assignee — undertaking to file within 6 months). For post-Brexit UK-cloned EUTM marks, list them separately. For Madrid Protocol UK designations, include the WIPO MM5 mechanics. Add post-assignment cooperation, existing licence assumption, restrictive covenants on the Assignor (no challenge, no similar mark, no compete), and select third-party-rights handling. Execute as a deed with the proper Companies Act 2006 s.44 or LP(MP)A 1989 s.1 formalities.
Why Doxuno documents are different
Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.
Always current
Always current with the law
Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.
Free PDF
Print-ready PDF
Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.
Word · .docx
Editable Word (.docx)
Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.
Requires Expert one-time unlock or any paid Doxuno subscription.
Documents you can rely on
Every template is written natively for its country, grounded in the specific statutes that govern it, and reviewed by a qualified local lawyer — then kept current as the law changes.
Reviewed by Lawrence Finch · United KingdomLegal Considerations
UK trade mark assignments are governed by a specific statutory framework with strict formality requirements and important recordal mechanics.
This template is for informational purposes only and does not constitute legal advice. Trade-mark law is specialist — consult a qualified UK IP solicitor or chartered trade-mark attorney for advice specific to your transaction.
Reviewed for England & Wales IP law
Section 24 — Writing and Signature
Under section 24 of the Trade Marks Act 1994, "an assignment of a registered trade mark is not effective unless it is in writing signed by or on behalf of the assignor". Note that the statute requires the Assignor's signature only — the Assignee need not sign for the assignment to take effect (although in practice both sign for a deed). In the United Kingdom, the assignment may be made with or without goodwill (s.24(1)) and may be partial — limited to specified classes, goods, services or geographic scope (s.24(2)). A British deed format is strongly preferred because it attracts a 12-year limitation period under Limitation Act 1980 s.8 versus 6 years for a simple contract.
Section 25 Recordal — Critical for Priority
Under section 25 of the Trade Marks Act 1994, until the assignment is recorded on the UK Trade Marks Register at the UKIPO, the Assignee's title is vulnerable to a later innocent dealing by the Assignor (s.25(3)(a)) and the Assignee's ability to recover costs in subsequent infringement proceedings is restricted (s.25(3)(b)). Recordal is effected by filing UKIPO Form TM16 with a £50 fee, ordinarily within 6 months of the assignment. The Trade Marks Rules 2008 (rules 48 and 59) govern the recordal procedure. Our template generates a recordal clause specifying the responsible party (typically the Assignee) and the target date.
Goodwill — Star Industrial Warning
An assignment without goodwill is technically permitted by TMA 1994 s.24(1) but creates a risk of the marks being challenged for invalidity. The Privy Council in Star Industrial Co Ltd v Yap Kwee Kor [1976] FSR 256 held that a registered trade mark assigned without the underlying goodwill in the business may not function as a true badge of origin, exposing it to revocation for non-distinctiveness. British IP practice therefore strongly favours assignments with goodwill; if a without-goodwill assignment is essential, the parties should document the basis carefully.
Post-Brexit EUTM + Madrid Mechanics
Following the UK's departure from the EU, all formerly-EUTM registrations were cloned into UK-only equivalents bearing the UK009 prefix. A UK Trade Mark Assignment Deed transfers the UK-cloned portion; the residual EUTM (if any) requires a separate EUIPO assignment. International registrations under the Madrid Protocol with UK designation are assigned at WIPO using Form MM5. Our template handles all three layers — pure UK, UK009-cloned, and Madrid — in a single deed for British transactions. Tax considerations (stamp duty, VAT TOGC under VATA 1994 s.49, CGT under CTA 2009 Part 8) vary with the transaction structure; specialist advice is recommended.
Frequently Asked Questions
Draft Your UK Trade Mark Assignment Deed Now
Use our free template to draft a UK Trade Mark Assignment Deed compliant with TMA 1994 s.24 and ready for UKIPO TM16 recordal. Covers pure UK marks, post-Brexit UK-cloned EUTMs, and Madrid Protocol UK designations. Full warranties, indemnity, and execution-as-deed clauses included.
Free PDF · Editable Word with Expert · No account required