Trademark Assignment Agreement: Template & Guide (Nepal)

A trademark assignment agreement is the legal contract that transfers ownership of a registered trademark from one party (the assignor) to another (the assignee) in Nepal. The Department of Industry (DoI) processes assignments under the Patent, Design and Trademark Act 1965, and the transfer must be recorded on the official register to be effective against third parties.

Key Takeaways

• A trademark assignment permanently transfers all rights in a registered mark from the assignor to the assignee.
• The assignment must be in writing, signed by both parties, and recorded with the Department of Industry to have legal effect.
• Nepal follows a first-to-file system — the assignee steps into the assignor's priority date and registration term.
• Both parties must provide notarised documents, including a board resolution if a company is involved.
• Unrecorded assignments leave the assignee exposed — the registered owner on the DoI register controls renewal, enforcement, and licensing.
• The assignor cannot later use the same mark for the same goods or services once the assignment is complete and recorded.

What exactly is a trademark assignment in Nepal?

A trademark assignment is the outright transfer of all ownership rights in a registered mark from the current owner (assignor) to a new owner (assignee). Under the Patent, Design and Trademark Act 1965, once recorded with the Department of Industry, the assignee gains the exclusive right to use, license, enforce, and renew the mark — and the assignor retains no residual interest. It is fundamentally different from a licence, where the owner merely permits use while keeping title.

Why would you need a trademark assignment agreement?

You need a written assignment agreement whenever a registered mark changes hands — whether through a business sale, a merger, a rebrand, or a transfer between group companies. An oral understanding is not enough. The DoI requires a signed, notarised instrument to update the official register. Without a recorded assignment, the original registrant remains the legal owner, meaning they could still license the mark, fail to renew it, or even sell it to someone else — leaving the true buyer with no enforceable rights in Nepal.

Who can be a party to a trademark assignment?

Any natural person or legal entity that owns a registered trademark in Nepal can act as assignor. The assignee can be any individual, partnership, or company — domestic or foreign. A foreign assignee does not need a local subsidiary, but the filing must be handled through a Nepal-based agent with a valid power of attorney. If either party is a company, a board resolution authorising the transfer is mandatory. The agreement itself binds both sides the moment it is signed, but the transfer is only complete against the world once the DoI records it.

Which documents are required for recording an assignment?

The Department of Industry needs a specific set of documents to process a trademark assignment. Our team regularly sees applications delayed because one document is missing or improperly notarised. Here is what you must prepare:

• The assignment agreement or deed — signed by both parties, notarised, and attested by two witnesses.
• Notarised power of attorney — from the assignee (and the assignor, if a separate representative is used) in favour of the Nepal-based agent filing the application.
• Board resolution — from each company that is a party, authorising the assignment.
• Original trademark registration certificate — or a certified copy if the original is unavailable.
• Application form — the prescribed DoI form requesting recordal of the assignment.
• Tax clearance certificate — for the assignor, if it is a Nepali entity.

Foreign parties must also supply a notarised copy of their home jurisdiction's certificate of incorporation or equivalent. All documents not in English or Nepali need a notarised translation. If any of this sounds unclear, our team can walk you through the paperwork — just reach out through our contact page.

How do you record a trademark assignment with the DoI?

Recording an assignment is a separate legal step from merely signing the contract between the parties. Until the DoI updates the register, the assignment has no effect against third parties. Follow these steps in order:

1. Conduct a DoI register search. Verify the current registered owner, the mark's exact registration number, the class, and that the mark is still in force. You can do this through our trademark database search.
2. Draft and execute the assignment agreement. The agreement must clearly identify the mark (registration number, class, representation), the parties, the effective date, and confirm that all rights are transferred. Both parties sign; it is then notarised with two witnesses.
3. Prepare the supporting documents. Gather the board resolutions, powers of attorney, and the registration certificate as listed above.
4. File the application with the DoI. Submit the completed form, the assignment deed, and all supporting documents to the Department of Industry. The DoI charges a government fee for recording the assignment — the amount is available on our fee calculator.
5. DoI examination. The Department reviews the documents for completeness and verifies there is no pending opposition or dispute affecting the mark. If anything is missing, they issue a query — you must respond promptly.
6. Recordal and updated certificate. Once satisfied, the DoI records the assignee as the new owner and issues an updated registration certificate reflecting the change.

What should a trademark assignment agreement include?

A well-drafted assignment agreement does more than name the parties and the mark — it anticipates future disputes and closes them off. A common mistake we see is a one-paragraph document that says "X transfers trademark Y to Z" and nothing else. That creates risk. A proper assignment deed should cover at minimum the points in the table below.

If the assignment covers multiple marks or multiple classes, list every one individually — a blanket reference to "all trademarks owned by the assignor" will not satisfy the DoI. For help structuring an agreement that meets DoI requirements, speak with our team.

How long does recording an assignment take?

The DoI typically takes four to eight weeks to process a straightforward, well-documented assignment application. If the Department raises queries — for example, a missing board resolution or an unclear power of attorney — the timeline extends. In our experience, getting the documents right the first time is the single biggest factor in a fast recordal. The assignment does not trigger a new publication or opposition period; the DoI simply updates the register. There is no expedited procedure, so plan accordingly if the transfer is tied to a transaction deadline.

What does it cost to assign a trademark in Nepal?

The cost of recording a trademark assignment has two components: the government fee payable to the Department of Industry, and the professional fee for preparing the agreement and handling the filing. The government charges a fixed recordal fee per mark — use our trademark fee calculator for the current figure. Professional costs vary depending on whether the agreement is a simple intra-group transfer or a complex commercial sale requiring detailed warranties and cross-border documentation. You also need to factor in notarisation charges and, where applicable, translation costs. We always recommend getting a fixed quote upfront before starting work.

What are the most common mistakes when assigning a trademark?

We see the same problems surface again and again — and each one can delay the recordal by weeks or even put the validity of the transfer at risk. Here are the most frequent missteps:

• Failing to search the DoI register first. Some marks have undisclosed co-owners, pending cancellations, or are simply expired. You cannot assign what the assignor does not validly own. Run a search through our trademark database before you draft anything.
• Treating assignment and licence as interchangeable. An agreement that grants "exclusive rights" without transferring ownership is a licence, not an assignment — and the DoI will not record it as one.
• Skipping the board resolution. If the assignor or assignee is a private limited company, the DoI insists on a board resolution. No resolution, no recordal — regardless of what the assignment deed says.
• Not updating the register and assuming the deed is enough. Until the DoI records the assignee, the assignor remains the legal owner for all official purposes — including renewal notices and infringement actions.
• Using an informal or oral arrangement. A handshake does not transfer a registered trademark in Nepal. The PDTA requires a written instrument, and the DoI will not act without one.

A realistic Nepal example

Imagine a Kathmandu-based pashmina brand, "Himalayan Weave," registered in Class 25 for shawls and scarves. The founder sells the entire business — brand, inventory, and goodwill — to a buyer who plans to expand into export markets. They sign a detailed trademark assignment agreement that lists the registration number, the mark's logo, and Class 25. Both parties provide notarised board resolutions. The buyer's agent files the assignment deed and supporting documents with the DoI. Within six weeks, the register is updated, and the buyer receives an amended certificate showing it as the new owner. The seller can no longer use "Himalayan Weave" on any textile product. The buyer now controls renewal, can license the mark to distributors abroad, and has standing to sue anyone selling counterfeit pashmina under that name.

What if the mark has not been registered yet?

You cannot record an assignment of a pending application in Nepal the way you can in some jurisdictions. The PDTA ties assignment to a registered mark. If the mark is still under examination, the practical approach is to wait until registration is granted, then execute and record the assignment. An alternative — if time is critical — is to structure the transaction as a sale of the business goodwill with a binding undertaking that the applicant will transfer the mark upon registration. This is legally delicate and absolutely requires experienced drafting. Talk to our team before going down that path.

In short: a trademark assignment agreement is the only way to permanently transfer ownership of a registered mark in Nepal — and it only works if the agreement is in writing, properly notarised, supported by the right company documents, and recorded with the Department of Industry. The process is straightforward when the paperwork is right. When it is not, it stalls. Getting the agreement reviewed before signing saves time and avoids a register that shows the wrong owner months after a deal closes.

Start by checking the current status of the mark on our free trademark database search. When you are ready to draft the agreement or file the recordal, our team is here to help — we handle assignments end to end, from due diligence to the updated certificate.

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