US-02420BG free printable template

Assignment of Trademark and Trade Dress in Connection with Asset Purchase Agreement This Assignment this Assignment is made this the date by Name of Assignor a corporation organized and existing under the laws of the state of with its principal office located street address city state zip code referred to herein as Assignor to under the laws of the state of with its principal office located at Whereas Assignor is entering into an Asset Purchase and Sale Agreement with Assignee 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 and Assignor desires to assign all rights title and interests in and to the Marks to Assignee All Rights in the Marks and including the following U.S. trademark registration listed in the attached Schedule A U.S. trade dress listed...in the attached Schedule A excluding the Seller s Brands as defined in the Purchase Agreement All the goodwill associated with the use of the Marks in Schedule A and All other rights including common-law rights relating to the Marks to the extent such rights exist. Now therefore for and in consideration of the mutual covenants contained in this agreement and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties agree as follows Assignor...does hereby sell assign set over and transfer to Assignee All Rights in the Marks and the goodwill associated with the Marks. 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...Assignors 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. 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. enforced in accordance with the laws of Name of State without regard to its conflict of laws principles. shall be deemed an original but all of which together shall constitute one and the same agreement. 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* The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement or the waiver of any breach of any of the terms and conditions of this Agreement...shall not be construed as subsequently waiving any such terms and conditions but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred* Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.