Fill and Sign the Assignment License Form

Assignment of Intellectual Property and License Agreement Regarding Prior Business Agreement made on the ____________________ (date) , between _________________ (Name of Assignor) of _________________________________________________________ __________ (street address, city, county, state, zip code) , referred to herein as Assignor , and _____________________ (Name of Assignee) , of _______________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Assignee . Whereas, Assignor and Assignee were the sole shareholders in ___________________ (Name of Corporation) , which was dissolved in __________________ (date) ; and Whereas, Assignee desires to acquire from Assignor all copyrights, trade names, trademarks and other intellectual property owned by said Corporation at the time of its dissolution; and Whereas, Assignee desires to continue to have the nonexclusive right to use all copyrights, trade names, trademarks and other intellectual property owned by said Corporation at the time of its dissolution; 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: 1. Assignor does hereby sell, assign, set over and transfer to Assignee all right, title to and interest in all trademarks, copyrights, trade names and other intellectual property owned by said Corporation at the time of its dissolution and the goodwill associated with said trademarks, copyrights, trade names and other intellectual property owned by said Corporation at the time of its dissolution. 2. Subject to the terms and conditions specified in this Agreement, Assignee does hereby grant to Assignor a perpetual nonexclusive right to all trademarks, copyrights, trade names and other intellectual property owned by said Corporation at the time of its dissolution and the goodwill associated with said trademarks, copyrights, trade names and other intellectual property owned by said Corporation at the time of its dissolution, provided, however, said trademarks, copyrights, trade names and other intellectual property may not be used in connection with any business within _____miles of any place of business of Assignee. 3. Severability 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. 4. No Waiver 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. 5. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 6. Notices 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. 7. Mandatory Arbitration 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. 8. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 9. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 10. Assignment of Rights The rights of Assignor to said trademarks, copyrights, trade names and other intellectual property and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of Assignee. WITNESS our signatures as of the day and date first above stated. ________________________ _________________________ (P rinted name) (P rinted name) ________________________ __________________________ (Signature of Assignor) (Signature of Assignee)