Common use of Trademarks Assignment Clause in Contracts

Trademarks Assignment. (a) Sprint hereby assigns and will cause each applicable Sprint Group member to assign to the Clearwire Group member designated by Clearwire, all of their right, title and interest in the trademarks identified on Exhibit B (“Trademarks”) and all associated goodwill and related trademark registrations and applications worldwide, free and clear of all liens and encumbrances, and including the sole right to xxx for past infringements of the Exhibit B marks and logos. To the best of Sprint’s knowledge, Exhibit B is a complete list of all XOHM-formative trademarks owned by any member of the Sprint Group other than any composite trademarks that incorporate “Sprint”. Sprint shall, from time to time, revise Exhibit B to include all XOHM-formative trademarks that were not included on Exhibit B as of the Effective Date (other than any composite trademarks that incorporate “Sprint”), and shall act reasonably in considering any written request by Clearwire for inclusion of a XOHM-formative trademark which Clearwire has reason to assert is an XOHM-formative trademark that does not incorporate “Sprint” and that should be included in the Trademarks. (b) Within the later of 5 business days of this Agreement, or after Clearwire designates the Clearwire Group member to receive the assignment, Sprint will cause the applicable Sprint Group member to sign and deliver the Memorandum of Assignment attached as Exhibit C. Clearwire will record the Memorandum of Assignment in its sole discretion and at Clearwire’s sole expense. Sprint will cause the applicable Sprint Group member to take additional steps and to sign additional documents as reasonably requested by Clearwire to perfect this trademark assignment worldwide. (c) The parties agree and acknowledge that the Marks identified on Exhibit B are being assigned together with the portion of the business identified by those trademarks and substantial tangible assets embodying that business. (d) The Sprint Group members may exhaust current inventories of materials featuring the Exhibit B Marks for 3 months after the effective date of this Agreement. After that time, Sprint may only use the Exhibit B marks under a written trademark license from Clearwire.

Trademarks Assignment. (a) Sprint Sampras hereby assigns and will cause each applicable Sprint Sampras Group member to assign to the Clearwire NewCo Group member designated by ClearwireNewCo, all of their right, title and interest in the trademarks identified on Exhibit B (“Trademarks”) and all associated goodwill and related trademark registrations and applications worldwide, free and clear of all liens and encumbrances, and including the sole right to xxx for past infringements of the Exhibit B marks and logos. To the best of Sprint’s Sampras’ knowledge, Exhibit B is a complete list of all XOHM-formative trademarks owned by any member of the Sprint Sampras Group other than any composite trademarks that incorporate “Sprint”. Sprint Sampras shall, from time to time, revise Exhibit B to include all XOHM-formative formative-trademarks that were not included on Exhibit B as of the Effective Date (other than any composite trademarks that incorporate “Sprint”), and shall act reasonably in considering any written request by Clearwire Newco for inclusion of a XOHM-formative trademark which Clearwire NewCo has reason to assert is an XOHM-formative formative-trademark that does not incorporate “Sprint” and that should be included in the Trademarks. (b) Within the later of 5 business days of this Agreement, or after Clearwire NewCo designates the Clearwire NewCo Group member to receive the assignment, Sprint Sampras will cause the applicable Sprint Sampras Group member to sign and deliver the Memorandum of Assignment attached as Exhibit C. Clearwire NewCo will record the Memorandum of Assignment in its sole discretion and at ClearwireNewCo’s sole expense. Sprint Sampras will cause the applicable Sprint Sampras Group member to take additional steps and to sign additional documents as reasonably requested by Clearwire NewCo to perfect this trademark assignment worldwide. (c) The parties agree and acknowledge that the Marks identified on Exhibit B are being assigned together with the portion of the business identified by those trademarks and substantial tangible assets embodying that business. (d) The Sprint Sampras Group members may exhaust current inventories of materials featuring the Exhibit B Marks for 3 months after the effective date of this Agreement. After that time, Sprint Sampras may only use the Exhibit B marks under a written trademark license from ClearwireNewCo.