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Exercise Trademark

The document discusses the assignment and licensing of trademarks. It outlines the terms of assigning ownership of certain trademarks from an Assignor to an Assignee, including transferring rights, interests, goodwill and completing necessary documentation. It also discusses licensing trademarks from a Licensor to a Licensee for use on certain licensed products in a specified territory. The license agreement stipulates a 15% royalty on net sales payable quarterly and defines net sales and how royalties will be calculated.

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nihit mishra
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27 views3 pages

Exercise Trademark

The document discusses the assignment and licensing of trademarks. It outlines the terms of assigning ownership of certain trademarks from an Assignor to an Assignee, including transferring rights, interests, goodwill and completing necessary documentation. It also discusses licensing trademarks from a Licensor to a Licensee for use on certain licensed products in a specified territory. The license agreement stipulates a 15% royalty on net sales payable quarterly and defines net sales and how royalties will be calculated.

Uploaded by

nihit mishra
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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EXERCISE 1

1. ASSIGNMENT AND TRANSFER

1.1. The Assignor hereby agrees, as the proprietor and/or exclusive and/ or
beneficial owner of the Trade Marks, to assign all its rights, title,
interests, property and benefits whatsoever, in and to each of the
Trade Marks to the Assignee together with the goodwill of the
business in the goods for which the Trade Marks have been used, unto
the Assignee absolutely, subject to the terms of this Agreement.

1.2. For the purpose of effecting the transfer and/ or assignment of the
Trade Marks to the Assignee, the Assignor will execute all
documents, papers, forms and authorization that may be necessary for
securing, completing or vesting in Assignee full right, title and interest
in Trademark.

1.3 Subject to the completion of the transfer and assignment of the Trade
Marks, the execution of the documents and payment of the consideration
shall be made on the date, which may be mutually agreed to between the
Parties

2. USE AND REGISTRATION OF TRADE MARK

2.1. The Assignor assures the Assignee an unrestricted use of the Trade Marks
and undertakes to indemnify the Assignee against any third party claims of
any nature whatsoever arising from the assignment thereof.
2.2. The Assignor shall, save and except the sale of products bearing the Trade
Marks which the Assignor has already manufactured (whether by itself or
through another) or which are in its possession for the purposes of sale,
forthwith cease and desist from using the Trade Marks in relation to goods sold
in India and outside India and assures to the Assignee the benefit of all its rights,
privileges, entitlements and interests vested in the Assignor by virtue of its
proprietorship.

2.3. The Assignor hereby confirms that it has applied for registration of the
Trademarks and that it is not aware of any events or circumstances which would
prevent the registration of the same.

EXERCISE 2

1. LICENSE GRANT

a. LICENSOR hereby grants to LICENSEE a non-exclusive license to use the


Trademarks on or in association with the Licensed Products in the Indian Territory, as
well as on packaging, promotional and advertising material associated therewith.

b. LICENSOR hereby grants to LICENSEE the non-exclusive right and license to use,
manufacture, have manufactured, sell, distribute, and advertise the Licensed Products
in the Territory. It is understood and agreed that this license shall pertain only to the
Trademarks and the Licensed Products and does not extend to any other mark, product
or service.

c. LICENSEE may not grant any sublicenses to any third party without the prior
express written consent of the LICENSOR which may be withheld for any reason.

2. COMPENSATION

In consideration for the licenses granted hereunder, LICENSEE agrees to pay to


LICENSOR a royalty of 15% (the “Royalty”) based on LICENSEE’s Net Sales of
Licensed Products, accruing upon the sale of the Licensed Products (i.e., when the
Licensed Product is billed, invoiced, shipped, or paid for, whichever is first
regardless of the time of collection by LICENSEE), calculated on a quarterly
calendar basis (the "Royalty Period") and shall be payable no later than thirty (30)
days after the termination of the preceding full calendar quarter, i.e., commencing
on the first (1st) day of January, April, July, and October, with late payments
incurring interest at the rate of ONE PERCENT (1%) per month from the date such
payments were originally due.

b. LICENSEE shall provide LICENSOR with a written royalty statement in a form


acceptable to LICENSOR each Royalty Period whether or not any Licensed
Products were sold during that Period and the receipt or acceptance by LICENSOR
of any royalty statement or payment shall not prevent LICENSOR from
subsequently challenging the validity or accuracy of such statement or payment.

c. "Net Sales" shall mean LICENSEE's gross sales (the gross invoice amount billed
customers) of Licensed Products, less discounts and allowances actually shown on
the invoice and less any bona fide returns. No other costs incurred in the
manufacturing, selling, advertising, and distribution of the Licensed Products or
any uncollectible accounts or allowances shall be deducted.

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