TRADE MARK ASSIGNMENT AGREEMENT
This Trade Mark Assignment Agreement (the "Agreement") is made on this ________ ("Effective Date")
BY AND BETWEEN
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Assignor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
AND
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Assignee" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
(The Assignor and the Assignee shall hereinafter individually referred to as "Party" and collectively as "Parties")
RECITALS
WHEREAS the Assignor owns all right, title, and interest in and to the said, Trade Mark.
WHEREAS Assignor is willing to assign said Trade Mark to Assignee and the Assignor has the full right, absolute power, and lawful authority to sell, assign, and convey the same in the manner herein set forth.
WHEREAS Assignee hereby accepts the said rights, title, and interest in respect of the Trade Mark in accordance with the terms of this Agreement.
NOW, THEREFORE, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Assignor shall assign to the Assignee and other agreements in connection therewith.
1. DEFINITIONS AND INTERPRETATION
(a). "Agreement" means this Trade Mark Assignment Agreement.
(b). "Agreement Date" means the date marked at the beginning of this document (________).
(c). "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority.
(d). "Assignment" means an assignment in writing by the act of the parties concerned.
(e). "Governmental Authority" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.
(f). "GST" means Goods and services tax under the Goods and Services Tax Act, 2017.
(g). "Trade Mark" means the Trade Mark as prescribed under this Agreement.
2. INTERPRETATION
(a). The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
(b). Unless the context otherwise requires, in this Agreement:
(I). words using the singular or plural number also include the plural or singular number, respectively;
(II). words denoting any gender shall include all genders;
(III). the words "written" and "in writing" include any means of visible reproduction;
(IV). the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
(V). the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
(VI). references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency or authority; and
(VII). references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
3. ASSIGNMENT OF TRADEMARK
(a). The Assignor grants the following property ("Trade Mark"):
Registration Number: ________.
Registration Date: ________.
Classes registered: ________
Classes Assigned: ________
(b). A copy of the Trade Mark registration certificate will be attached along with this Agreement.
(c). The Trade Mark will be assigned to the Assignee upon execution of this Agreement.
(d). Assignor irrevocably assigns, grants and transfers to the Assignee, the Assignor's world rights, titles, and interests in and to the Trade Mark, including the rights granted under any applicable laws, Trade Mark registrations and applications that may exist covering the Trade Mark, right to sue third-parties for and recover and retain all damages and other remedies for past, present, and future infringements and all other violations in law or equity concerning the Trade Mark.
(e). The Trade Mark is assigned including the goodwill of the business symbolized by the use of Trade Mark of the Assignor.
(f). All the rights vested in Trade Mark with be rights to use, sell, assign, transfer, modify, delete, or stop such or any kind of products or services in respect of the Trade Mark are completely transferred to Assignee with no reservation.
(g). The Trade Mark to be held and enjoyed by Assignee for its own use and enjoyment and the use and employment of its successors assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Assignor if this assignment had not been made.
(h). Assignor hereby authorizes the concerned registrar or government official empowered to issues trademark registrations, to record this assignment, and to issue or transfer the aforementioned Trade Mark to the Assignee as the owner of all rights, titles, and interests therein, or otherwise as Assignee may direct, in accordance with the terms of this Agreement.
(i). In accordance with this Agreement, the Assignor assigns the rights of the aforementioned Trade Mark to the Assignee. After entering into this Agreement, the Trade Mark will be for the exclusive use of the Assignee. The Assignor will be barred from using the Trade Mark for its own purpose or issuing new Licenses to any third parties after entering into this Agreement.
4. CONSIDERATION
(a). The Assignee shall pay to the Assignor a one-time flat payment of Rs ________(________). The payment shall be made using Netbanking.
(b). The one-time flat payment should be paid upfront at the time of entering into this Agreement.
(c). Any payments by the Assignee that are not paid on or before the date such payments are due under this Agreement, the Assignee shall be liable to the following penalty: ________% per annum from the unpaid sum.
(d). Payment of such interest by Assignee will not limit, in any way, the Assignor's right to exercise any other remedies as a consequence of delay in payment.
(e). The cost of registration, notarization and stamp duty will be borne equally by the Assignor and the Assignee.
5. GOODS AND SERVICES TAX
(a). Unless otherwise explicitly agreed to by each of the Parties, the amount payable under this Agreement excludes GST.
(b). The Assignee must pay the GST Amount to the Assignor at the same time of making the payment.
(c). Any obligation on the Assignee to pay the GST Amount under this clause is conditional on the Assignor providing to the Assignee a valid tax invoice in accordance with GST law.
6. ASSIGNOR WARRANTIES
(a). The Assignor hereby provides the following warranties ("Assignor Warranties"):
(I). That the Assignor has the full legal authority and capacity to enter this Agreement.
(II). That the Assignor owns or controls the Trade Mark which the Assignor is issuing under this Agreement.
(III). That the Assignor has the full legal authority to provide the Trade Mark to the Assignee.
(IV). That there are no restrictions, legal or otherwise, which prevent the Assignor from entering this Agreement.
(V). The Assignor agrees to completely cease the use of the Trade Mark or any confusingly similar Trade Mark and agrees not to challenge the Assignee's right to the Trade Mark.
(VI). That the Assignor from the date of assignment as mentioned under this Agreement shall not claim any right or interest in the assigned Trade Mark.
(VII). That this Agreement and Trade Mark is not in violation of any Agreements or infringe the intellectual property rights of any third party.
(VIII). There are no legal claims or actions, existing or threatened, and no other liabilities that may negatively affect the Assignee's ability to use the Trade Mark.
(IX). In case there are any violations of the aforementioned warrants by the Assignor, the Assignor shall:
________
7. ASSIGNEE WARRANTIES
(a). The Assignee hereby provides the following warranties ("Assignee Warranties"):
(I). That the Assignee has the full legal authority and capacity to enter into and fully perform this Agreement with Assignor.
(II). That the Assignee will only use the Trade Mark in accordance with the terms of this Agreement.
8. 588528525885588
(________). 5585 25522 (52225525 22 58 252 "Indemnifying Party") 85588 825222822 525 525228 22 522225 525 22 2222 252 22525 25522 (52225525 22 58 252 "Indemnified Party") 82522282825 525 55528288 2522 525 5258282 588 828828 82855525/85222525 82 252 52522282825 25522, 5588822 2522, 25 82855525 82 8222282822 8825 25 52852822 22, 522 25855-25522 885828 8825 5282282 22 252 228828822:
(________). 522 852585 22 822285222858822 2528888228;
(________). 82255828, 828855822 825882 822552, 52525, 25 552522 22 25222522 (828855822 25222) 2885882225 82, 25 5882225 22 5582 8222 2885882225 82 252 5828 25 82228888228 22 252 525222822822 25522 25 522 22 828 222822228 25 522528222528828, 8522525 222882222, 8888258 25 225258882;
(________). 525222822822 25522'8 2588552 22 822282 8825 522 5228885882 858 528582822 82 828828 22 252 52522282825 25522;
(________). 522 582 22 8222888822 25 22888822 828855822 25555, 8888258 5225582, 25 25288 2228822282 82 25 22 252 2552 22 52 525222822822 25522 25 522 22 828 222822228 25 522528222528828, 8222588822 8825252 8828252822 522 28228 525 222582828 8222825 82 522 228252222258 852525822.
(________). 552 825222828852822 582528 22 252 52522282825 25522 52525 2588 825222222 552 82522225222 22 525 82 55582822 22, 8585 582528 525 52225828 58 252 52522282825 25522 252 5582 52 858 25 82 285822 25 225258882, 828855822 252 58252 22 8222 82288288 22522525282, 528288822, 22525 822282882 528822, 2222 85885 582528 25 52225828 85588 82 52228225 25 5828288525 2525282.
(________). 552 2528888228 22 2588 885582 85588 8558882 252 22528252822 525/25 252852 22 2588 825222222.
9. CONFIDENTIAL INFORMATION
(a). The Parties understand that during the course of any negotiations or discussions undertaken prior to and/or in pursuance of this Agreement, either Party may become privy and to and/or come into possession of information of proprietary nature (hereinafter referred to as "Receiving Party"), belonging to other Party (hereinafter referred to as "Disclosing Party"). Such proprietary information is herein referred to as "Confidential Information" and shall include information whether written, visual or oral in any other medium, including information, or data disclosed to the Receiving Party by the Disclosing Party or by a third party on behalf of the Disclosing Party and shall (i) any information having been disclosed prior to the date of this Agreement; (ii) any information relating to the Disclosing Party's business, procedures, products, training modules, processes, plans, know-how, designs, trade secrets, market opportunities, computer programs; (iii) this Agreement or any terms and conditions thereof.
(b). Confidential Information shall not include any information that (i) is or becomes publicly available without breach of the terms of this Agreement; (ii) becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction; or (iii) was previously in the possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party, as evidenced by written records.
(c). Receiving Party or any party to whom it transmits the Confidential Information pursuant to this Agreement may disclose the Confidential Information if it becomes legally compelled to do so under any relevant law, regulation or order of the court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided reasonable opportunity to contest it and scope of such disclosure is limited to the extent possible.
(d). The Receiving Party agrees and covenants with the Disclosing Party (i) to maintain confidentiality with respect to the Confidential Information coming into its knowledge and possession before or during the term of this Agreement; (ii) to use the same solely for the purpose as envisaged under this Agreement; (iii) to inform the Disclosing Party of any incident of breach of the Receiving Party's confidentiality obligations under this Agreement within 24 hours from the occurrence of such incident.
(e). These clauses (confidentiality obligations) shall survive the termination of this Agreement for a period of ________.
10. FORCE MAJEURE
(a). "Force Majeure" means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to:
(I). act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
(II). war, hostiles, invasion, the act of foreign enemies, requisition or embargo;
(III). rebellion, revolution, insurrection or military power, civil war;
(IV). riot, commotions, strikes;
(V). act or threats of terrorism, and pandemic.
(b). The Parties shall not be liable for any failure to perform their respective obligations under this Agreement if such failure is caused due to a Force Majeure Event and in such case, the obligations of the relevant Party shall be suspended for so long the Force Majeure Event prevails.
(c). Upon the occurrence of a Force Majeure Event, the non-performing Party/ affected Party shall immediately inform the other Party of the same and continue to use commercially reasonable efforts to recommence performance whenever and whatever extent possible without delay.
(d). The Parties shall consult together in relation to the above matters following the occurrence of the Force Majeure Event to mitigate the losses and ensure this Agreement's smooth functioning.
11. COMMUNICATION AND NOTICES
All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.
For Assignor:
Address: ________
Email: ________
For Assignee:
Address: ________
Email: ________
12. MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.
13. NO WAIVER
The failure of any Party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either Party to enforce each and every provision in accordance with its terms.
14. HEADINGS
The headings in this Agreement are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
15. INTERPRETATION
The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favour or against either Party.
16. REMEDIES
Each Party recognises that the foregoing restrictive covenants are fair and reasonable and are required for the protection of legitimate business interests. Each Party also understands that the other Party will be irrevocably harmed if the restrictive covenants are not specifically enforced. Accordingly, Each Party agrees that the foregoing restrictive covenants may be enforced by the other Party through temporary and/or permanent injunctive relief, without prejudice to other reliefs as may exist.
17. DISPUTES
Both the Parties do hereby agree that any dispute arising out of or in relation to this agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The single Arbitrator shall be appointed mutually by the Parties. Each Party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.
The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
18. LEGAL FEE AND COSTS
In the event of any legal action by any Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.
19. SURVIVAL OF OBLIGATION
Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
20. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
21. ENTIRE AGREEMENT
Both the Parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement on ________.
FOR ASSIGNOR:
________
Authorized Signatory: ________ (________)
Date:
Signature:
FOR ASSIGNEE
________
Authorized Signatory: ________ (________)
Date:
Signature:
WITNESS-1
Name:
Govt. ID Name & No.:
Signature:
WITNESS-2
Name:
Govt. ID Name & No.:
Signature:
The undersigned, being a duly appointed Notary Public, located at ________ on this date, the above-named ________ (Assignor) and ________ (Assignee), appeared before me and properly identified to me and did sign the forgoing.
IN TESTIMONY WHEREOF I subscribe my name and affix my seal notarial on this ___ day of ________ 20___
_______________________
Notary Public
Address:
SCHEDULE-A
(Details of Trade Mark)
TRADE MARK ASSIGNMENT AGREEMENT
This Trade Mark Assignment Agreement (the "Agreement") is made on this ________ ("Effective Date")
BY AND BETWEEN
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Assignor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
AND
________, a company incorporated under the laws of ________, with Identification No.: ________, having its registered office at ________ represented by its ________, ________ (hereinafter referred to as the "Assignee" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns)
(The Assignor and the Assignee shall hereinafter individually referred to as "Party" and collectively as "Parties")
RECITALS
WHEREAS the Assignor owns all right, title, and interest in and to the said, Trade Mark.
WHEREAS Assignor is willing to assign said Trade Mark to Assignee and the Assignor has the full right, absolute power, and lawful authority to sell, assign, and convey the same in the manner herein set forth.
WHEREAS Assignee hereby accepts the said rights, title, and interest in respect of the Trade Mark in accordance with the terms of this Agreement.
NOW, THEREFORE, the Parties seek to enter into this Agreement to confirm and record the terms and conditions on which the Assignor shall assign to the Assignee and other agreements in connection therewith.
1. DEFINITIONS AND INTERPRETATION
(a). "Agreement" means this Trade Mark Assignment Agreement.
(b). "Agreement Date" means the date marked at the beginning of this document (________).
(c). "Applicable Law" shall include all applicable (i) statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, listing agreements, notifications, guidelines or policies of any jurisdiction; and (ii) judicial quasi-judicial and/or administrative decisions, interpretations, directions, directives, licenses, permits, judgments, writs, injunctions, arbitral awards, decrees, orders, terms and conditions of governmental or regulatory approvals or agreements with any governmental or regulatory authority.
(d). "Assignment" means an assignment in writing by the act of the parties concerned.
(e). "Governmental Authority" means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation-making entity having or purporting to have jurisdiction on behalf of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof.
(f). "GST" means Goods and services tax under the Goods and Services Tax Act, 2017.
(g). "Trade Mark" means the Trade Mark as prescribed under this Agreement.
2. INTERPRETATION
(a). The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.
(b). Unless the context otherwise requires, in this Agreement:
(I). words using the singular or plural number also include the plural or singular number, respectively;
(II). words denoting any gender shall include all genders;
(III). the words "written" and "in writing" include any means of visible reproduction;
(IV). the terms "hereof", "herein", "hereto" and similar words refer to this entire Agreement and not any particular Clause, or any other subdivision of this Agreement;
(V). the words "include" or "including" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import;
(VI). references to any "person" include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organization or government, state or any political subdivision, instrumentality, agency or authority; and
(VII). references to "Clause" or any other agreement or document in this Agreement shall be construed as references to the Clauses of this Agreement, or such other agreement or document, as may be amended, modified or supplemented from time to time, and shall include a reference to any document which amends, modifies or supplements it, or is entered into, made or given pursuant to or in accordance with its terms.
3. ASSIGNMENT OF TRADEMARK
(a). The Assignor grants the following property ("Trade Mark"):
Registration Number: ________.
Registration Date: ________.
Classes registered: ________
Classes Assigned: ________
(b). A copy of the Trade Mark registration certificate will be attached along with this Agreement.
(c). The Trade Mark will be assigned to the Assignee upon execution of this Agreement.
(d). Assignor irrevocably assigns, grants and transfers to the Assignee, the Assignor's world rights, titles, and interests in and to the Trade Mark, including the rights granted under any applicable laws, Trade Mark registrations and applications that may exist covering the Trade Mark, right to sue third-parties for and recover and retain all damages and other remedies for past, present, and future infringements and all other violations in law or equity concerning the Trade Mark.
(e). The Trade Mark is assigned including the goodwill of the business symbolized by the use of Trade Mark of the Assignor.
(f). All the rights vested in Trade Mark with be rights to use, sell, assign, transfer, modify, delete, or stop such or any kind of products or services in respect of the Trade Mark are completely transferred to Assignee with no reservation.
(g). The Trade Mark to be held and enjoyed by Assignee for its own use and enjoyment and the use and employment of its successors assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Assignor if this assignment had not been made.
(h). Assignor hereby authorizes the concerned registrar or government official empowered to issues trademark registrations, to record this assignment, and to issue or transfer the aforementioned Trade Mark to the Assignee as the owner of all rights, titles, and interests therein, or otherwise as Assignee may direct, in accordance with the terms of this Agreement.
(i). In accordance with this Agreement, the Assignor assigns the rights of the aforementioned Trade Mark to the Assignee. After entering into this Agreement, the Trade Mark will be for the exclusive use of the Assignee. The Assignor will be barred from using the Trade Mark for its own purpose or issuing new Licenses to any third parties after entering into this Agreement.
4. CONSIDERATION
(a). The Assignee shall pay to the Assignor a one-time flat payment of Rs ________(________). The payment shall be made using Netbanking.
(b). The one-time flat payment should be paid upfront at the time of entering into this Agreement.
(c). Any payments by the Assignee that are not paid on or before the date such payments are due under this Agreement, the Assignee shall be liable to the following penalty: ________% per annum from the unpaid sum.
(d). Payment of such interest by Assignee will not limit, in any way, the Assignor's right to exercise any other remedies as a consequence of delay in payment.
(e). The cost of registration, notarization and stamp duty will be borne equally by the Assignor and the Assignee.
5. GOODS AND SERVICES TAX
(a). Unless otherwise explicitly agreed to by each of the Parties, the amount payable under this Agreement excludes GST.
(b). The Assignee must pay the GST Amount to the Assignor at the same time of making the payment.
(c). Any obligation on the Assignee to pay the GST Amount under this clause is conditional on the Assignor providing to the Assignee a valid tax invoice in accordance with GST law.
6. ASSIGNOR WARRANTIES
(a). The Assignor hereby provides the following warranties ("Assignor Warranties"):
(I). That the Assignor has the full legal authority and capacity to enter this Agreement.
(II). That the Assignor owns or controls the Trade Mark which the Assignor is issuing under this Agreement.
(III). That the Assignor has the full legal authority to provide the Trade Mark to the Assignee.
(IV). That there are no restrictions, legal or otherwise, which prevent the Assignor from entering this Agreement.
(V). The Assignor agrees to completely cease the use of the Trade Mark or any confusingly similar Trade Mark and agrees not to challenge the Assignee's right to the Trade Mark.
(VI). That the Assignor from the date of assignment as mentioned under this Agreement shall not claim any right or interest in the assigned Trade Mark.
(VII). That this Agreement and Trade Mark is not in violation of any Agreements or infringe the intellectual property rights of any third party.
(VIII). There are no legal claims or actions, existing or threatened, and no other liabilities that may negatively affect the Assignee's ability to use the Trade Mark.
(IX). In case there are any violations of the aforementioned warrants by the Assignor, the Assignor shall:
________
7. ASSIGNEE WARRANTIES
(a). The Assignee hereby provides the following warranties ("Assignee Warranties"):
(I). That the Assignee has the full legal authority and capacity to enter into and fully perform this Agreement with Assignor.
(II). That the Assignee will only use the Trade Mark in accordance with the terms of this Agreement.
8. 588528525885588
(________). 5585 25522 (52225525 22 58 252 "Indemnifying Party") 85588 825222822 525 525228 22 522225 525 22 2222 252 22525 25522 (52225525 22 58 252 "Indemnified Party") 82522282825 525 55528288 2522 525 5258282 588 828828 82855525/85222525 82 252 52522282825 25522, 5588822 2522, 25 82855525 82 8222282822 8825 25 52852822 22, 522 25855-25522 885828 8825 5282282 22 252 228828822:
(________). 522 852585 22 822285222858822 2528888228;
(________). 82255828, 828855822 825882 822552, 52525, 25 552522 22 25222522 (828855822 25222) 2885882225 82, 25 5882225 22 5582 8222 2885882225 82 252 5828 25 82228888228 22 252 525222822822 25522 25 522 22 828 222822228 25 522528222528828, 8522525 222882222, 8888258 25 225258882;
(________). 525222822822 25522'8 2588552 22 822282 8825 522 5228885882 858 528582822 82 828828 22 252 52522282825 25522;
(________). 522 582 22 8222888822 25 22888822 828855822 25555, 8888258 5225582, 25 25288 2228822282 82 25 22 252 2552 22 52 525222822822 25522 25 522 22 828 222822228 25 522528222528828, 8222588822 8825252 8828252822 522 28228 525 222582828 8222825 82 522 228252222258 852525822.
(________). 552 825222828852822 582528 22 252 52522282825 25522 52525 2588 825222222 552 82522225222 22 525 82 55582822 22, 8585 582528 525 52225828 58 252 52522282825 25522 252 5582 52 858 25 82 285822 25 225258882, 828855822 252 58252 22 8222 82288288 22522525282, 528288822, 22525 822282882 528822, 2222 85885 582528 25 52225828 85588 82 52228225 25 5828288525 2525282.
(________). 552 2528888228 22 2588 885582 85588 8558882 252 22528252822 525/25 252852 22 2588 825222222.
9. CONFIDENTIAL INFORMATION
(a). The Parties understand that during the course of any negotiations or discussions undertaken prior to and/or in pursuance of this Agreement, either Party may become privy and to and/or come into possession of information of proprietary nature (hereinafter referred to as "Receiving Party"), belonging to other Party (hereinafter referred to as "Disclosing Party"). Such proprietary information is herein referred to as "Confidential Information" and shall include information whether written, visual or oral in any other medium, including information, or data disclosed to the Receiving Party by the Disclosing Party or by a third party on behalf of the Disclosing Party and shall (i) any information having been disclosed prior to the date of this Agreement; (ii) any information relating to the Disclosing Party's business, procedures, products, training modules, processes, plans, know-how, designs, trade secrets, market opportunities, computer programs; (iii) this Agreement or any terms and conditions thereof.
(b). Confidential Information shall not include any information that (i) is or becomes publicly available without breach of the terms of this Agreement; (ii) becomes lawfully available to the Receiving Party from a third party free from any confidentiality restriction; or (iii) was previously in the possession of the Receiving Party and which was not acquired directly or indirectly from the Disclosing Party, as evidenced by written records.
(c). Receiving Party or any party to whom it transmits the Confidential Information pursuant to this Agreement may disclose the Confidential Information if it becomes legally compelled to do so under any relevant law, regulation or order of the court, provided the Disclosing Party is given prompt notice of such requirement or such order and (where possible) provided reasonable opportunity to contest it and scope of such disclosure is limited to the extent possible.
(d). The Receiving Party agrees and covenants with the Disclosing Party (i) to maintain confidentiality with respect to the Confidential Information coming into its knowledge and possession before or during the term of this Agreement; (ii) to use the same solely for the purpose as envisaged under this Agreement; (iii) to inform the Disclosing Party of any incident of breach of the Receiving Party's confidentiality obligations under this Agreement within 24 hours from the occurrence of such incident.
(e). These clauses (confidentiality obligations) shall survive the termination of this Agreement for a period of ________.
10. FORCE MAJEURE
(a). "Force Majeure" means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Agreement, including but not limited to:
(I). act of God (such as but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
(II). war, hostiles, invasion, the act of foreign enemies, requisition or embargo;
(III). rebellion, revolution, insurrection or military power, civil war;
(IV). riot, commotions, strikes;
(V). act or threats of terrorism, and pandemic.
(b). The Parties shall not be liable for any failure to perform their respective obligations under this Agreement if such failure is caused due to a Force Majeure Event and in such case, the obligations of the relevant Party shall be suspended for so long the Force Majeure Event prevails.
(c). Upon the occurrence of a Force Majeure Event, the non-performing Party/ affected Party shall immediately inform the other Party of the same and continue to use commercially reasonable efforts to recommence performance whenever and whatever extent possible without delay.
(d). The Parties shall consult together in relation to the above matters following the occurrence of the Force Majeure Event to mitigate the losses and ensure this Agreement's smooth functioning.
11. COMMUNICATION AND NOTICES
All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the Party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.
For Assignor:
Address: ________
Email: ________
For Assignee:
Address: ________
Email: ________
12. MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the Parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.
13. NO WAIVER
The failure of any Party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof or the right of either Party to enforce each and every provision in accordance with its terms.
14. HEADINGS
The headings in this Agreement are included for the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
15. INTERPRETATION
The Parties acknowledge and agree that each Party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both Parties and not in favour or against either Party.
16. REMEDIES
Each Party recognises that the foregoing restrictive covenants are fair and reasonable and are required for the protection of legitimate business interests. Each Party also understands that the other Party will be irrevocably harmed if the restrictive covenants are not specifically enforced. Accordingly, Each Party agrees that the foregoing restrictive covenants may be enforced by the other Party through temporary and/or permanent injunctive relief, without prejudice to other reliefs as may exist.
17. DISPUTES
Both the Parties do hereby agree that any dispute arising out of or in relation to this agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/ or any statutory modification or re-enactment thereof for the time being in force. The single Arbitrator shall be appointed mutually by the Parties. Each Party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.
The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
18. LEGAL FEE AND COSTS
In the event of any legal action by any Party to enforce any one or more provisions of this Agreement, whether at law or in equity, the prevailing Party shall be entitled to receive from the other Party all enforcement costs including, without limitation, reasonable legal fees and costs whether incurred before, during and after the trial or other litigation including appeal.
19. SURVIVAL OF OBLIGATION
Notwithstanding any other provisions of this Agreement, at termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination, expiration or completion shall remain in provisions which are explicitly stated to survive termination, expiration or completion shall remain in full force and effect, including but not limited to any provisions which are explicitly stated to survive termination, expiration or completion.
20. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
21. ENTIRE AGREEMENT
Both the Parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this agreement on ________.
FOR ASSIGNOR:
________
Authorized Signatory: ________ (________)
Date:
Signature:
FOR ASSIGNEE
________
Authorized Signatory: ________ (________)
Date:
Signature:
WITNESS-1
Name:
Govt. ID Name & No.:
Signature:
WITNESS-2
Name:
Govt. ID Name & No.:
Signature:
The undersigned, being a duly appointed Notary Public, located at ________ on this date, the above-named ________ (Assignor) and ________ (Assignee), appeared before me and properly identified to me and did sign the forgoing.
IN TESTIMONY WHEREOF I subscribe my name and affix my seal notarial on this ___ day of ________ 20___
_______________________
Notary Public
Address:
SCHEDULE-A
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