Agreement to Purchase Logo THIS AGREEMENT made as of [Date (ie. July 31, 2002)] between [Name of Seller] , of [Address of Seller] (the "Seller") and [Name of Buyer] , of [Address of Buyer] (the "Buyer"). WHEREAS:
(A)
The Selle Sellerr is engag engaged ed in the the busine business ss of [Bus [Busine iness ss of Seller Seller (ie. (ie. Comp Compute uterr Consul Consultin ting)] g)],, and in connection therewith, has established substantial goodwill in connection with such business and the logo "[Logo (ie. Cool Computing)]";
(B)
The Sell Seller er owns owns certai certain n propr propriet ietary ary rights rights in and and to the logo logo "[Log "[Logo o (ie. (ie. Cool Cool Computing)]" and its associated designs, insignias, symbols, slogans, copyrights, trademarks, patents, goodwill and other related intangible rights (collectively the "Logo");
(C)
The Buye Buyerr desire desiress to purc purchas haser er the the Logo Logo from from the the Seller Seller and the the Seller Seller desire desiress to sell sell the the Logo to the Buyer on the terms and conditions set forth below;
cov enants hereinafter set forth, NOW THEREFORE in consideration of the recitals, the mutual covenants and for other good and valuable consideration, the receipt and sufficiency of which is hereb y acknowledged, the parties hereto hereby agree as follows: 1.
Transfer to Rights in Logo
The Buyer hereby purchases from the Seller, and the Seller hereby sells, transfers, assigns and conveys to the Buyer Bu yer all of the Seller’s right, title and interest in and to the Logo . 2.
Purchase Price
The purchase price payable pa yable by the Buyer to the Seller for the Logo shall be [Purchase Price of Logo (ie. $20,000.00)], which shall be payable in cash or by bank draft concurrently with the execution exe cution of this Agreement. 3.
Title, No Encumbrances
The Seller represents and warrants to the Bu yer that the Seller has good and marketable marketab le title to the Logo, free and clear of any and all claims, liens, encumbrances and security interests. The Seller acknowledges that the Buyer is relying upon such representation and warranty in entering into this Agreement. 4.
Covenants by Seller
The Seller covenants and agrees as follows:
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5.
(a)
That the Seller Seller shall shall forthw forthwith ith discon discontin tinue ue the use of the Logo, Logo, all labels labels and associated marks and shall remove all signs and displays bearing the same;
(b)
That the Seller Seller shall shall forthw forthwith ith discon discontin tinue ue the the use use any any name, name, labe labell or tradem trademark ark confusingly similar to the Logo; and
(c)
That concur concurren rently tly with with the the execut execution ion of this this Agreeme Agreement nt the the Selle Sellerr shall shall withdr withdraw aw,, or at the request of the Buyer, assign to the Buyer any and all registrations, filings or other recordings of the Logo.
Relationship
This Agreement does not constitute the Buyer as a partner, joint venturer, agent or legal representative with or of the Seller for any an y purpose whatsoever. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other or to bind the other in any an y manner. 6.
Successors and Assigns
This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns. 7.
Entire Agreement
This Agreement contains all of the agreements, understandings, representations, conditions, warranties and covenants made between the parties hereto regarding the subject matter hereof, and any and all modifications and amendments hereto must be in writing duly and properly executed by both parties. 8.
Governing Law
This Agreement shall be governed and interpreted in accordance with the laws of the Province of Ontario.
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Further Assurances
Each party hereto agrees to perform such further acts and to execute and deliver such further documents as may be reasonably necessary to carry out the provisions of this Agreement. execu ted this Agreement on the date first IN WITNESS WHEREOF the parties hereto have executed above written. [NAME OF SELLER]
Per: Name: Title:
[NAME OF BUYER]
Per: Name: Title:
