CERAMAQUARTZ TRADEMARK & INTELLECTUAL PROPERTY AGREEMENT
This TRADEMARK & INTELLECTUAL PROPERTY AGREEMENT executed and delivered as of
May 8, 1998 by and between CONVERSION TECHNOLOGIES INTERNATIONAL, INC., A
Delaware corporation ("CTI"), and VANGKOE INDUSTRIES INC., a Florida corporation
("VANGKOE");
WITNESSETH:
WHEREAS, CTI and VANGKOE enter Into a Trademark & Intellectual Property
Agreement ("TIPA") dated as of May 8, 1998 and
WHEREAS, VANGKOE warrants that it has unencumbered ownership and rights to
transfer the United States government issued Trademark for CERAMAQUARTZ, and
that it is free and clear from liens, suits of any kind, attachments, or any
other known action and or challenge and
WHEREAS, VANGKOE Warrants that it has unencumbered ownership and rights to
transfer all the Intellectual Property concerning CERAMAQUARTZ, and that it is
free and clear from liens, suits of any kind, attachments, or any known action
and or challenge and
NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
1. ASSIGNMENT. VANGKOE will take all necessary actions as required by law to
transfer all it, ownership, rights, privileges and use, in the Trademark
CERAMAQUARTZ to CTI as of May 8, 1998.
VANGKOE will take all necessary actions as required by law to transfer all
its ownership, rights, privileges and use, in all the Intellectual Property for
CERAMAQUARTZ to CTI as of May 8, 1998.
2. COMPENSATION. CTI agrees to compensate VANGKOE the sum of twenty-five
thousand dollars ($25,000.) for the CERAMAQUARTZ Trademark and Intellectual
Property. VANGKOE agrees to have any sums owed under this agreement to be offset
by amounts owed to and outstanding, if any to APT before any sums will be paid
to VANGKOE.
3. TERMS.
(a) CTI will at its expense and cost seek to obtain the Registered Trademark
for CERAMAQUARTZ. Should CTI be unable to obtain a Registered Trademark
for CERAMAQUARTZ within one year from the agreement, the twenty-five
thousand dollars paid to VANGKOE will be returned to CTI by offsetting and
deducting an equivalent amount against any royalties owed to VANGKOE until
the full $25,000 is paid back to CTI.
(b) CTI will have all rights to use the name CERAMAQUARTZ and any and all
Intellectual Property associated with its name, to include but not to be
limited to advertising literature, promotional materials, samples,
formulas, price sheets, media pieces and any and all other
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pertinent data relating to the product and Trademark CERAMAQUARTZ whether
or not a Trademark has been obtained.
(c) This Trademark & Intellectual Property Agreement for CERAMAQUARTZ shall be
governed by and construed in and all of which together shall constitute
one and the same document,
(d) If any provision of this Agreement is invalidated by a Court of competent
jurisdiction, then all of the remaining provisions of the Agreement shall
remain in full force and effect.
(e) This Agreement constitutes the entire Agreement between the parties
hereto with respect to the matters set forth herein and supersedes in its
entirety any and all agreements or communications, whether written or
oral, previously made in connection with the matters herein. Any agreement
to amend or modify the terms and conditions of this Agreement must be in
writing and executed by both parties hereto.
IN WITNESS WHEREOF, WE PARTIES HERETO HAVE CAUSED THEIR DULY AUTHORIZED OFFICERS
TO EXECUTE AND DELIVER THIS TRADEMARK AND INTELLECTUAL PROPERTY AGREEMENT FOR
CERAMAQUARTZ AS OF THE DATE FIRST WRITTEN ABOVE.
CONVERSION TECHNOLOGIES INTERNATIONAL, INC.
By: /s/ Xxxxxxx Amt
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Name: Xxxxxxx Amt
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Title: President
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VANGKOE INDUSTRIES, INC. WITNESS
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx Xxxxxxxx Name: Xxxx X. Xxxxxxx
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Title: President
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