Fill and Sign the Conjunction Agreement Form

Assignment of Domain Name in Conjunction with Asset Purchase Agreement This Assignment of Domain Name (this Assignment ) is made ________________ (date) by ____________________ ( Name of Assignor) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at _____________ _______________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Assignor , and ____________________ (Name of Assignee) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________ _________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Assignee . Whereas, Assignor and Assignee are entering into an Asset Purchase Agreement (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 is the Domain Name set forth and describe in Exhibit A attached hereto and made a part hereof by reference; and Whereas, Assignor warrants that it own all rights, title and interests in the Domain Name and Assignor desires to assign all rights, title, and interests in and to the Domain Name to Assignee; and Whereas, Assignee desires to accept this Assignment which includes all the goodwill associated with the use of the Domain Name ; and 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 now sell, assign, set over and transfer to Assignee all rights in the Domain Name including all rights to use, modify and exploit the Domain Name, and the right to license, assign, convey and pledge all rights in the Domain Name. 2. Assignor does further sell, assign, set over and transfer to Assignor all claims for royalties for licensing of the Domain Name and damages by reason of past infringements of the Domain Name, with the right to sue for and collect the same for its own use and benefit, and for the use, benefit and on behalf of its successors, assigns and other legal representatives; and further including all rights to use, modify and exploit the Domain Name, the right to exclude others from using the Domain Name, and the right to license, assign, convey and pledge the Domain Name. 3. Assignor will: A. Execute such additional documents as are necessary to defend, register, or otherwise give full effect to and perfect the rights of Assignee to the Domain Name ; and B. 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 Domain Name . 4. This Assignment shall be binding upon the successors and assigns of Assignor and Assignee. 5. This Assignment shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the state of ______________ (name) , without regard to its conflict of laws principles. 6. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. 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)