Exhibit 10.5
ASSIGNMENT
This ASSIGNMENT is made as of the 29th day of December, 2005 by and
between Aveta Health, Inc., a Tennessee corporation located at 000 Xxxxxxxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, XX 00000 ("Assignor") on the one hand, and Aveta
Inc., a Delaware corporation located at 000 Xxxxx Xxxxxxxx Xxxx, Xxxx Xxx, Xxx
Xxxxxx 00000 ("Assignee") on the other hand.
WHEREAS, Assignor owns the following trademarks and corresponding
registrations (collectively the "Trademarks"): NORTH AMERICAN MEDICAL
MANAGEMENT, U.S. Reg. No. 1,835,051, and AVETA, U.S. Reg. No. 2,673,230;
WHEREAS, Assignee is purchasing the Trademarks from Assignor;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged:
Assignor hereby sells, transfers, conveys, and assigns to Assignee all
right, title, and interest in and to the Trademarks, together with the goodwill
symbolized thereby, including all rights to xxx and recover for past
infringement.
Assignor agrees to execute all documents and assist in all proceedings
(at the sole cost and expense of the Assignee) to perfect, register, or record
the rights of the Assignee to the Trademarks as Assignee may reasonably deem
appropriate. If Assignor does not, within fifteen (15) days of presentment,
return the requested executed documents, then Assignee is hereby granted a
limited power of attorney to execute all such documents on behalf of Assignor.
This power of attorney is coupled with an interest and is irrevocable.
AVETA HEALTH, INC. AVETA INC.
By: /s/ XXXXXX XXXX By: /s/ XXXXXX XXXXXX
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Xxxxxx Xxxx Xxxxxx Xxxxxx
President and COO Vice President
December 29, 2005 December 29, 2005