Fill and Sign the Asset Purchase and Trademark Assignment Agreement Form

Assignment of Copyright to Multiple WorksPage 1 of 3 Assignment of Copyright to Multiple Works Assignment made this the day of , 20 , by , a corporation organized and existing under the (Name of Seller) laws of the state of , with its principal office located at (Name of State) , referred to herein as Seller, in favor of (Street Address, City, County, State, Zip Code) , a corporation organized and existing under the (Name of Purchaser) laws of the state of , with its principal office located at (Name of State) , referred to herein as the Purchaser. (Street Address, City, County, State, Zip Code) Whereas, this Assignment is being made pursuant to the Asset Purchase Agreement dated between the Seller and the Purchaser, hereinafter being referred to (Date) as the Agreement; and Whereas, Seller has produced or had produced for its use and owns the right, title, and interest in the works set forth in the attached Schedule A, which is incorporated by reference; and Whereas, Purchaser would like to acquire the entire right, title, and interest in, to, and under the works set forth in the attached Schedule A, and any copyrights related to it, including any registrations and applications, hereinafter collectively called the Works;Now, therefore, for good and valuable consideration paid by the Purchaser to the Seller pursuant to the Agreement at or before the execution and delivery of it, the receipt and sufficiency of which is acknowledged, the Seller does sell, assign, transfer, convey, and deliver to the Purchaser, its entire right, title, and interest in, to, and under the Works, all of the foregoing to be held and enjoyed by the Purchaser for its own use, together with all claims for damages by reason of past, present, and future infringement of the rights assigned under this Assignment, with the right to sue for and collect the same for its own use and benefit, as fully and entirely as the same would have been held and enjoyed by the Seller if this transfer to the Purchaser had not been made.Seller agrees to execute and deliver to the Purchaser for filing, substantially in the form attached as Exhibit A, along with such other documents, with the United States Patent Trademark Office and as are necessary to effectuate the transfer of title contemplated by this Assignment.Seller appoints and constitutes the Purchaser as attorney-in-fact for the Seller with respect to the transfer of title of any of the Works. The Purchaser's authority under this agreement shall Assignment of Copyright to Multiple WorksPage 2 of 3include, but not be limited to, the authority to execute and receive any certificate of ownership or other document to transfer title to any Works, and to take any other actions necessary or incident to the powers granted to the Purchaser in this Assignment.This instrument shall be binding on the Seller effective immediately on its delivery to the Purchaser. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of . (Name of State) Unless provided herein to the contrary, 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.Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. Witness our signature this the day of , 20 . (Name of Seller) (Name of Purchaser) By: By: (Signature of Officer) (Signature of Officer) (Printed Name & Office in Corporation) (Printed Name & Office in Corporation) Attach Schedule and Exhibit . (Acknowledgment form may vary by state) STATE OF COUNTY OF Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20 , within my jurisdiction, the within named , who acknowledged that he (Name of Officer) is of , a (Name of Office)(Name of Corporation) corporation, and that for and on behalf of the said corporation, (Name of State) Assignment of Copyright to Multiple WorksPage 3 of 3and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.________________________________NOTARY PUBLICMy Commission Expires: ____________________ STATE OF COUNTY OF Personally appeared before me, the undersigned authority in and for the said county and state, on this day of , 20 , within my jurisdiction, the within named , who acknowledged that he (Name of Officer) is of , a (Name of Office) (Name of Corporation) corporation, and that for and on behalf of the said corporation, (Name of State) and as its act and deed he executed the above and foregoing instrument, after first having been duly authorized by said corporation so to do.________________________________NOTARY PUBLICMy Commission Expires: ____________________