Fill and Sign the Assignment Trademark 497333444 Form

Assignment of Trademark This Assignment of Trademark 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 desires to assign of all rights in the Trademark described in the attached Exhibit A (the Mark ), including the following:  U.S. trademark registration listed and described in the attached Exhibit A;  All the goodwill associated with the use of the Mark; and  All other rights, including common-law rights, relating to the Mark to the extent such rights exist; and Whereas, Assignee desires to accept Assignment of all such rights in and to the Mark; 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 Mark to Assignee; Now, therefore, for good and valuable consideration, receipt of which is acknowledged, Assignor hereby sells, assigns, sets over and transfers to Assignee all of its rights in the Mark and the goodwill associated with the Mark. 1. 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 Mark and damages by reason of past infringements of the Mark, 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. 2. 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 Mark; 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 Mark. 3. Severability. The invalidity of any portion of this Assignment will not and shall not be deemed to affect the validity of any other provision. If any provision of this Assignment 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. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Assignment 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. 5. Modification of Assignment. Any modification of this Assignment or additional obligation assumed by either party in connection with this Assignment shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 6. Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. ________________________ ________________________ (Name of Assignor) (Name of Assignee) By: ____________________________ By: ______________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) ________________________ ________________________ (Signature of Officer) (Signature of Officer)