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This trademark assignment is between Name Individual / Business , an individual State Assignor Biz Type (the "Assignor") and Name Individual / Business , an individual State Assignee Business Type (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:
2. PAYMENT.
As consideration for the assignment of the Trademarks and the Assignor's representations, the Assignee shall pay the Assignor $ Amount , to be paid within Days 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 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 Assignor 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:
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:
7. INDEMNIFICATION.
The Assignor shall indemnify the Assignee from:
8. GOVERNING LAW.
9. COUNTERPARTS; ELECTRONIC 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.
| Name/title Assignor Name | ||
| Street address | ||
| City , State ZIP Code | ||
| Name/title Assignee Name | ||
| Street address | ||
| City , State ZIP Code | ||
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.
| Assignor Name | |
Date: ________________ |
By: __________________________________________ |
| Name: Yes / No Assignor Name Name Title: Title |
|
| Assignee Name | |
Date:_________________ |
By: __________________________________________ |
| Name: Yes / No Assignee Name Title: Title |
PAGE BREAK HERE
EXHIBIT A
LIST OF TRADEMARKS
| TRADEMARK / SERVICE MARK | REGISTRATION / APPLICATION NUMBER | DATE OF FILING / REGISTRATION |
| Name | Application or registration number | Date Yes / No |
| Name | Application or registration number | Date Yes / No |
| Name | Application or registration number | Date Yes / No |
| Name | Application or registration number | Date Yes / No |
| Name | Application or registration number | Date |
PAGE BREAK HERE
EXHIBIT B
FORM OF RECORDABLE TRADEMARK ASSIGNMENT
For good and valuable consideration, the receipt of which is hereby acknowledged, Assignor Name , an individual Assignor State Assignor Biz Type (the "Assignor") hereby assigns to Assignee Name , an individual Assignee Business State Assignee Business Type (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.
| Assignor Name | |
Date: ________________________ |
By: __________________________________________ |
| Name: Assignor Name Alt Assignor Name | |
| Title: Assignor Title | |
| NOTARIZATION: | |
| Assignee Name | |
| Date: ________________________ | By: __________________________________________ |
| Name: Assignee Name | |
| Title: Assignee Title | |
| NOTARIZATION: |
PAGE BREAK HERE
ATTACHMENT A TO EXHIBIT B
INTELLECTUAL PROPERTY
| TRADEMARK / SERVICE MARK | REGISTRATION / APPLICATION NUMBER | DATE OF FILING / REGISTRATION |
| Tm Name | Reg Number | Reg1 Date |
| Tm Name2 | Reg Number2 | Reg2 Date |
| Tm Name3 | Reg Number3 | Reg3 Date |
| Tm Name4 | Reg Number4 | Reg4 Date |
| Tm Name5 | Reg Number5 | Reg5 Date |