Exhibit 10.17
AGREEMENT FOR
ASSIGNMENT OF TRADEMARKS
THIS AGREEMENT is dated December _____, 2004 with effect as of Effective Date
between:
______________________, a ______________________ corporation ("Assignor")
AND
______________________, a ______________________ ("Assignee")
A. Assignor is the owner of the trademarks described on Exhibit A,
attached hereto (the "Trademarks");
B. Assignee is expected to become a Subsidiary of Novelis Inc. pursuant to
the terms of a Separation Agreement between Alcan Inc. and Novelis Inc.
("Separation Agreement").
C. Assignor wishes to assign the Trademarks to Assignee and Assignee
wishes to accept such assignment.
THEREFORE, the parties agree as follows:
1. Effective Date
This Agreement shall be effective as of the date on which the Assignee
becomes a subsidiary of Novelis Inc.
2. Assignment
In consideration for the obligations undertaken by Assignee under the
Agreements to which it is a party and which are referenced in the
Separation Agreement, Assignor hereby assigns and transfers to Assignee
all of Assignor's right, title and interest in and to the Trademarks
and all goodwill associated with the Trademarks.
3. Assignments
Assignor shall execute and deliver to Assignee assignments in the form
reasonably prescribed by Assignee or applicable law to effect
assignments of the registrations of the Trademarks. Each of the parties
shall execute such further documents and perform such further acts as
may be reasonably required or desirable to carry out such assignments.
4. Miscellaneous
a. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Quebec and the
laws of Canada applicable therein. Each party irrevocably
submits to the exclusive jurisdiction of the Courts of
competent jurisdiction in such province for all purposes in
connection with this Agreement.
b. INTENDING TO BE LEGALLY BOUND, the parties hereto have duly
executed this Agreement as of the day and year first above
written.
ASSIGNOR: ASSIGNEE:
By: _____________________________ By: ________________________________
Title: __________________________ Title: _____________________________