Assignment of Trademark by pellcity27

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									                                 Assignment of Trademark

This Assignment of Trademarks (this Assignment) is made this the (date), by (Name of
Assignor), a corporation organized and existing under the laws of the state of (name of
state), with its principal office located at (street address, city, state, zip code), referred to
herein as Assignor and (Name of Assignee), a corporation organized and existing under
the laws of the state of (name of state), with its principal office located at (street
address, city, state, zip code), referred to herein as Assignee.

Whereas, Assignor is entering into an Asset Purchase and Sale Agreement (the
Purchase Agreement) contemporaneously with the execution of this Assignment; and

Whereas, among the assets to be transferred by Assignor to Assignee under the
Purchase Agreement are the trademarks and trade dress set forth in Schedule A
attached to this Assignment (the Marks); and

Whereas, Assignor warrants that it owns all rights, title and interests in the Marks and
Assignor desire to assign all rights, title, and interests in and to the Marks to Assignee
(All Rights in the Marks).

Whereas, Assignee desires to accept Assignment of all rights in the Marks, including
the following:

   U.S. trademark registration listed in the attached Schedule B;
   U.S. trade dress listed in the attached Schedule C;
   All the goodwill associated with the use of the Marks in Schedule D; and
   All other rights, including common-law rights, relating to the Marks to the extent such
    rights exist.

1.    Now, therefore, for good and valuable consideration, receipt of which is
acknowledged, Assignor sells, assigns, sets over and transfers to Assignee all rights in
the Marks and the goodwill associated with the Marks.

2.     The rights of Assignee at common law and to the end of the term or terms of
which registration of the Mark may be granted or renewed are to be held and enjoyed
by Assignee for Assignee's own use and enjoyment, and for the use and enjoyment of
its successors, assigns and other legal representatives, as fully and entirely as the
same would have been held and enjoyed by Assignor if this Assignment and sale had
not been made; including all claims for royalties for licensing of the Marks and damages
by reason of past infringements of the Marks, with the right to sue for and collect the
same for its own use and benefit, for the use, benefit and on behalf of its successors,
assigns and other legal representatives.

3.     Assignor will (i) execute such additional documents as are necessary to defend,
register, or otherwise give full effect to and perfect the rights of Assignee to the Marks;
and (ii) take such further actions as Assignee may reasonably request in order to
register and record this Assignment at the appropriate registries to demonstrate
Assignee's title to the Marks.

4.      The invalidity of any portion of this Agreement will not and shall not be deemed to
affect the validity of any other provision. If any provision of this Agreement is held to be
invalid, the parties agree that the remaining provisions shall be deemed to be in full
force and effect as if they had been executed by both parties subsequent to the
expungement of the invalid provision.

5.    No Waiver. The failure of either part
								
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