Business Markennovy Document

BUSINESS MARKENNOVY DOCUMENT

Parties

Recitals

WHEREAS, Client Name: (the "Client") has developed, owns, or controls certain business marks, trade names, brand elements, related goodwill and associated rights described herein (collectively, the "Marks");

WHEREAS, Assignee Name: wishes to receive certain rights and obligations relating to the Marks, and the parties desire to document the transfer, novation or license arrangement and the associated commercial terms;

WHEREAS, the parties intend by this Business Markennovy Document to set forth the scope, payment, term, confidentiality and governing law applicable to the transaction and to confirm each party's respective rights and obligations.

Scope of Work

The Assignor will perform the actions set forth below and will deliver the deliverables described. The Assignee will accept delivery and assume the obligations identified in this Agreement.

Payment Terms

In consideration for the rights, transfers or services set forth in this Agreement, Assignee shall pay Assignor the fees and follow the schedule described below. All payments shall be made in lawful currency and shall be exclusive of taxes unless otherwise required by law.

All invoices shall be rendered in writing and shall be due within the period specified in the payment schedule. Overdue amounts shall accrue interest at the rate set forth above or, if no rate is specified, at the maximum lawful rate. The Assignee is responsible for any reasonable costs of collection, including attorneys' fees, for unpaid amounts.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue in effect until the End Date unless earlier terminated in accordance with this section.

Effective Date:     End Date:

Either party may terminate this Agreement for cause upon material breach by the other party if such breach remains uncured thirty (30) days after written notice. Either party may terminate for convenience upon the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and confidentiality obligations which survive termination.

Confidentiality

Each party (the "Recipient") acknowledges that in connection with this Agreement it may receive Confidential Information of the other party (the "Discloser"). For purposes of this Agreement, "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure.

The Recipient shall: (a) use Confidential Information solely to perform obligations and exercise rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein. The obligations in this Section shall not apply to information that: (i) is or becomes publicly known through no breach by the Recipient; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or order of a court or tribunal, provided that the Recipient gives the Discloser prompt notice and cooperates to seek protective measures.

Monetary damages may be inadequate to remedy a breach of confidentiality; accordingly, the Discloser shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement has been duly authorised by all necessary corporate or other action. The Assignor further represents that, to its knowledge, the Marks are not subject to any unresolved claims, liens or encumbrances that would materially impair the rights being transferred or licensed hereunder, except as disclosed in writing to the Assignee.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees) arising out of a breach of that party's representations, warranties or covenants in this Agreement or from third-party claims to the extent caused by the indemnifying party's acts or omissions.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of: without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for the resolution of disputes arising out of this Agreement, subject to any equitable remedies described herein.

Entire Agreement

This Agreement, including all schedules, exhibits and written attachments executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing signed by both parties.

Additional Provisions

Notices required or permitted under this Agreement shall be delivered in writing to the addresses set forth above or to such other address as either party designates by notice to the other in accordance with this section. Notices shall be deemed given when delivered personally, by overnight courier, or three (3) business days after deposit in the mail with first-class postage prepaid.

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