EXHIBIT 10.71
ASSIGNMENT AGREEMENT
This Assignment agreement (the "Agreement"), effective February 17,
1992 (the "Effective Date"), is between Applied Action Research Corporation, a
California corporation ("Assignor") and Xxxxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, by a written Assignment and Assumption Agreement dated May
31, 1988, Assignor acquired Xxxxxxx'x entire worldwide right, title and interest
in "The Blues Brothers" and the "Xxxxxx Xxxxx" character; and
WHEREAS, subsequent to said Assignment and Assumption Agreement,
Assignor reassigned certain of said rights to Xxxxxxx for the purpose of
exclusively licensing same to Xxxxx X. Xxxxxxx; and
WHEREAS, the parties wish to memorialize that certain prior assignment
in writing as if same had been executed then;
NOW, THEREFORE, for value received, subject to the terms and
conditions set forth herein, the parties agree as follows:
1. Definitions.
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"Property" shall mean copyright, publicity, trademark, trademark
Registrations (as defined herein"), trade dress, goodwill and other rights
connected with the Blues Brothers, including the "Xxxxxx Xxxxx" character.
"Registrations" shall mean United States and foreign trademark
registrations to protect the name and image of the Blues Brothers, including:
MISCELLANEOUS DESIGN, Classes: International 16, U.S. Class 38 (Display
Buttons), International 25, U.S. Class 39 (Clothing, Namely Casual Attire and
Headgear); BLUES BROTHERS, Classes: International 16, U.S. Class 38 (Books and
Postcards), International 25, U.S. Class 39 (Clothing, Namely Casual Attire and
Headgear); MISCELLANEOUS DESIGN, Classes: International 42, U.S. Class 100 (Bar
and Restaurant Services); B. B. BLUES BAR, Classes: International 25, U.S. Class
39 (Clothing, Namely Casual Attire and Headgear); B. B. BLUES BAR, Classes:
International 29, U.S. Class 46 (Food Products, Namely Salad Dressing); and
International 30, U.S. Class 46 (Ice Cream); B. B. BLUES BAR, Classes:
International 42, U.S. Class 100 (Bar and Restaurant Services); BLUES BROTHERS,
Classes: International 42, U.S. Class 100 (Bar and Restaurant Services); BLUES
BROTHERS, Classes: International 29, U.S. Class 46 (Food Products, Namely Salad
Dressings) and International 30, U.S. Class 46 (Ice Cream): MISCELLANEOUS
DESIGN. Classes: International 29, U.S. Class 46 (Food Products, Namely Salad
Dressing)and International 30, U.S. Class 46 (Ice Cream); MISCELLANEOUS DESIGN,
Classes: International 16, U.S. Class 38 (Printed Matter, Namely Calendars,
Stationery, Greeting Cards, Postcards and Restaurant Menus); BLUES BROTHERS,
Classes: international 16, U.S. Class 38 (Printed Matter, Namely
Calendars, Stationery, Greeting Cards, and Restaurant Menus) and International
20, U. S. Class 40 (Ornamental Novelty Buttons).
2. Assignment of Rights. Assignor sells, grants, assigns and sets over unto
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Xxxxxxx, and his successors and assigns, forever, all of Assignor's right,
title and interest throughout the world in and to the Property:
a. To identify, promote, market, advertise, and operate restaurants; and
b. To advertise, identify, display, promote, market, manufacture and
otherwise merchandise tangible personal products, including food products.
3. Miscellaneous.
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a. Applicable law. This Agreement shall be governed by the laws of the
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state of California.
b. Modification or Amendment. No amendment, change or modification of this
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Agreement shall be valid, unless in writing and signed by all of the
parties hereto.
c. Entire Agreement. This Agreement constitutes the entire understanding
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and agreement of the parties with respect to its subject matter, and any
and all prior agreements, understandings or representations with respect
to its subject matter are hereby terminated and canceled in their
entirety and are of no further force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of February 17, 1992.
APPLIED ACTION
RESEARCH CORPORATION XXXXXX X. XXXXXXX
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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President Xxxxxx X. Xxxxxxx
Date: July 7/98 Date: July 7/989
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