PART A: DEED OF ASSIGNMENT OF TRADE MARK(S)

This Deed of Assignment is made at [place] on [date]
BETWEEN
[Assignor's legal name], [constitution, e.g. company/LLP/partnership firm/sole proprietor], [CIN/LLPIN/registration details, if any], of [registered office/principal place of business], acting through [name and designation of authorised signatory] (the "Assignor");
AND
[Assignee's legal name], [constitution], [CIN/LLPIN/registration details, if any], of [address], acting through [name and designation of authorised signatory] (the "Assignee").

Background
A. The Assignor is the registered proprietor of the trade mark(s) listed in Schedule 1 (the "Registered Marks"), as shown on the register checked on [date]. [OPTIONAL—omit unless relevant:] The Assignor is also the applicant for, or proprietor of, the pending application(s) and unregistered mark(s) listed in Schedule 2.
B. The Assignor has agreed to assign, and the Assignee has agreed to take, those marks on the terms of this Deed.

1. Assignment. In consideration of [amount or other consideration], [the receipt of which the Assignor acknowledges/payable as follows: (terms)], the Assignor assigns to the Assignee absolutely, with effect from [effective date], all its right, title and interest in the marks listed in [Schedule 1/Schedules 1 and 2], [in respect of all the goods/services for which they are registered or applied for/in respect of the following goods/services only: (exact list)].

2. Goodwill. [Option A—with goodwill:] The assignment is made together with the goodwill of the business concerned [in those goods/services]. [Option B—without goodwill:] The assignment is made otherwise than in connection with the goodwill of the business in which the marks have been or are used. The Assignee will apply to the Registrar on Form TM-P for directions on advertisement of the assignment within the period allowed by Section 42 of the Trade Marks Act, 1999 and will advertise it as directed. [Option C—unused marks:] The marks have not been used in any business before the date of this Deed.

3. [OPTIONAL—omit unless agreed:] Past infringements. The Assignee may sue for and recover relief for any infringement or passing off committed before the effective date, and the Assignor will give reasonable assistance in any such proceeding.

4. Assignor's statements. The Assignor states that, on the date of this Deed: (a) it is the registered proprietor [and applicant] of the marks in the Schedules; (b) [it has granted no licence, registered user entry, security interest or other right in the marks/the following rights exist and are dealt with as follows: (details)]; (c) [to its knowledge no opposition, rectification, infringement suit or other proceeding concerning the marks is pending/the following proceedings are pending: (details)]; and (d) it retains no mark identical with or nearly resembling the assigned marks for the same goods/services, goods/services of the same description, or associated goods/services [OPTIONAL—only after review of Sections 40 and 41: except (details, with the Registrar's certificate or approval, if obtained)].

5. Assignor's later conduct. After the effective date, the Assignor will not use, or apply to register, any mark identical with or deceptively similar to the assigned marks for [goods/services] [in India/in (territories)]. [OPTIONAL—omit unless agreed:] The Assignor may sell its existing stock bearing the marks until [date].

6. Recordal and further acts. The Assignor will sign the documents and give the information reasonably required for the Assignee to apply on Form TM-P to register its title under Section 45 and Rule 75, [to be substituted as applicant in the pending application(s),] and to transfer [the domain names, social media handles and marketplace brand registrations listed in Schedule 3]. [Party] will bear the costs of recordal.

7. Stamp duty. This Deed will be stamped as required by the stamp law applicable at [place of execution], and [party] will bear the duty.

8. Governing law and disputes. This Deed is governed by the laws of India. [Disputes will be decided by the courts at (place)/dispute-resolution clause settled after review.]

Signed and delivered by the Assignor through [name in capital letters], [designation], authorised by [board resolution/partnership authority/LLP resolution dated (date)]: [signature]
Signed and delivered by the Assignee through [name in capital letters], [designation], authorised by [authority dated (date)]: [signature]
Witnesses: 1. [name, address, signature]  2. [name, address, signature]

Schedule 1 (Registered Marks): Registration No. [number] | Mark [word/device] | Class [class] | Goods/services assigned [exact wording] | Application date [date] | Valid until [date]
[OPTIONAL] Schedule 2 (Pending applications and unregistered marks): [number or description, class, goods/services, date of first use]
[OPTIONAL] Schedule 3 (Domain names, handles and listings): [details]


PART B: STATEMENT OF CASE ACCOMPANYING FORM TM-P

Before the Registrar of Trade Marks
[Trade Marks Registry office]
In the matter of Registered Trade Mark No(s). [numbers], Class(es) [classes]
Registered proprietor (assignor): [legal name and address as entered in the register]
Applicant for registration of title (assignee): [legal name, constitution and address]
Statement of case under Rule 76 in support of the request on Form TM-P under Section 45 and Rule 75

1. The applicant is [assignee's legal name], a [constitution], whose principal place of business in India is [address] [or: which has no principal place of business in India and whose address for service in India is (address)].

2. Registered Trade Mark No. [number] for [mark] in Class [class] for [goods/services as registered] stands in the name of [assignor] on the register checked on [date]. [Repeat for each mark, or refer to an annexed list.]

3. By a deed of assignment dated [date], executed at [place] and stamped [stamp duty details], the assignor assigned the mark(s) to the applicant [for all the registered goods/services/for the following goods/services only: (exact list)]. A duly certified copy of the deed is filed with this statement.

4. As Rule 81 requires, the applicant states that: (a) the mark [had been/was/had not been] used in the business in [goods/services] before the assignment; and (b) the assignment [was made in connection with the goodwill of that business/was made otherwise than in connection with the goodwill of that business]. [OPTIONAL—only where (a) and (b) both show a used mark assigned without goodwill:] The applicant applied for directions under Section 42 on [date], within [six months from the date of the assignment/the extended period allowed on (date)], and advertised the assignment as directed in [publication and date]. Copies of the directions and proof of advertisement are filed.

5. The assignment does not leave exclusive rights in more than one person of the kind described in Sections 40 and 41, because [the assignor retains no identical or nearly resembling mark for the same goods/services, goods/services of the same description, or associated goods/services/other reason]. [OPTIONAL—omit unless obtained:] The Registrar's [certificate under Section 40(2)/approval under Section 41] dated [date] is filed, and this application is made within six months from that date. [The mark is not registered as associated with any other mark./The associated mark(s) No(s). (numbers) are assigned together under the same deed, as Section 44 requires.]

6. [No registered user is entered against the mark./The registered user entry in favour of (name) is (state how it is dealt with).] [To the applicant's knowledge no proceeding concerning the mark is pending./Pending proceedings: (details).]

7. [OPTIONAL—only where consideration is to be sent outside India:] The permission required under the law regulating such transmission is [filed/not required because (reason)] (Rule 79).

8. The applicant requests that the Registrar register it as proprietor of Registered Trade Mark No(s). [numbers] [for (goods/services)] and enter the particulars of the assignment in the register.

Verification: I, [name], [designation] of the applicant, authorised by [authority], verify that paragraphs [numbers] are true to my own knowledge and that paragraphs [numbers] are based on [identified records] and believed to be true. Verified at [place] on [date].
[Signature]
[Name in capital letters or in Hindi]
Address for service: [address]