Trademark Assignment

This Trademark Assignment (the “Assignment”) is made and effective as of between , a located at (the “Assignor”), and Galaxy Holdings, a TX LLC located at (the “Assignee”). The Assignor and the Assignee are each a “Party” and together the “Parties.”

1. Recitals

The Assignor is the owner of all right, title, and interest in and to the trademark identified below, together with the business and goodwill symbolized by it. The Assignee wishes to acquire that trademark and goodwill, and the Assignor wishes to assign them, on the terms set out in this Assignment.

2. The Mark

The trademark assigned under this Assignment (the “Mark”) is the following, together with all common-law rights and all registrations and applications listed:

3. Assignment

For the consideration described in Section 4, the Assignor hereby irrevocably sells, assigns, transfers, and conveys to the Assignee, its successors and assigns, the entire right, title, and interest, throughout the world, in and to: (a) the Mark; (b) the registration and application identified in Section 2 and all renewals, extensions, and re-registrations thereof; (c) the goodwill of the business symbolized by and associated with the Mark; and (d) all causes of action, claims, and rights to sue and recover damages and other remedies for past, present, and future infringement, dilution, unfair competition, or other violation of the rights assigned, including the right to retain all proceeds. The Mark is assigned together with the goodwill of the business in connection with which the Mark is used, consistent with 15 U.S.C. § 1060.

4. Consideration

In consideration of this Assignment, the Assignee shall pay or deliver to the Assignor . The Assignor acknowledges the receipt and sufficiency of this consideration, the adequacy of which is conclusively presumed for purposes of this Assignment.

5. Assignor Warranties

The Assignor represents and warrants that: (a) it is the sole and exclusive owner of the entire right, title, and interest in and to the Mark; (b) it has full power and authority to make this Assignment; (c) the Mark and the rights assigned are free and clear of any liens, security interests, licenses, or other encumbrances, except as disclosed in writing to the Assignee; (d) it has not previously assigned, transferred, or granted any conflicting right in the Mark; and (e) to its knowledge, the Mark does not infringe the rights of any third party, and no claim or proceeding is pending or threatened challenging the validity, ownership, or use of the Mark.

6. USPTO Recordation and Further Assurances

The Assignor shall, at the Assignee’s reasonable request and expense, execute and deliver all further documents and take all further acts reasonably necessary to perfect, record, and enforce the Assignee’s ownership of the Mark, including a separate short-form assignment suitable for recordation with the United States Patent and Trademark Office (USPTO) Assignment Recordation Branch and with any corresponding foreign trademark office. The Assignee may record this Assignment with the USPTO and is authorized to file it in its own name. The Assignor appoints the Assignee as its attorney-in-fact, coupled with an interest, solely to execute such recordation documents if the Assignor fails to do so within a reasonable time after written request.

7. Governing Law

This Assignment is governed by and construed in accordance with the laws of the State of TX, without regard to its conflict-of-laws rules, and by applicable U.S. federal trademark law. This Assignment is the entire agreement between the Parties on its subject matter and may be executed in counterparts, including by electronic signature.

Assignee — Galaxy Holdings

Name: Michael Yuan
Title: General Manager
Date:

Assignor —

 

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