TRADEMARK PURCHASE AND ASSIGNMENT AGREEMENT
Exhibit 10.14
TRADEMARK PURCHASE AND
ASSIGNMENT AGREEMENT
THIS TRADEMARK PURCHASE AND ASSIGNMENT AGREEMENT (this “Agreement”), dated August 31, 2011, is made and entered into by and among St. Xxxxx, a California corporation on behalf of itself and all of its controlled affiliates (“Assignor”), on the one hand, and Nova Lifestyle, Inc. a Nevada corporation (“Assignee”), on the other hand.
W I T N E S S E T H:
WHEREAS, Assignor owns of all right, title and interest in and to the Marks (as such term is defined herein);
WHEREAS, the Assignor desires to sell and assign to Assignee and Assignee wishes to purchase and obtain Assignor’s entire right, title and interest in and to the Marks;
NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereto hereby agree as follows:
1. Assignor Marks. Assignor hereby irrevocably assigns all of its right, title and interest in the trademarks indentified and set forth on Schedule A attached hereto and incorporated herewith (collectively, the “Marks”), to Assignee. Assignor acknowledges that, following such assignment, the Assignee shall be the owner of all right, title and interest in and to the Marks. Assignee will record the assignment as it deems necessary and at its sole expense. Assignor will take all additional steps and execute additional documents as reasonably requested by Assignee to perfect this assignment and/or register this assignment with the proper state and local regulatory agencies and authorities.
1.1 Assignor acknowledges that the Marks include, without limitation, all rights to use, modify and exploit the Marks; the right to exclude others from using any and all of the Marks; the right to license, assign, convey, and pledge any of the Marks to others; the right to xxx others and to collect damages for past, present and future infringements of any of the Marks; the right to create derivatives of the Marks and to retain full ownership of such derivatives; and the right to file and prosecute applications to protect rights in the Marks.
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1.2
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Assignor acknowledges that the Assignor is the owner of all right, title and interest in and to the Marks set forth on Schedule A and that such Marks are free and clear of any security interest or other lien or encumbrance of any kind
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1.3
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Assignor represents, warrants and covenants that the transfer by Assignor to the Assignee as contemplated hereby shall transfer to Assignee good an marketable title to the Marks.
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1.4
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Assignor acknowledges that the assignment of the Marks to Assignor shall not result in the breach of any agreement to which the Assignor is a party, nor will such assignment result in the breach of any federal or state law and that no consent is required in connection with the transfer contemplated by this Agreement. Assignor shall not at any time do, or knowingly permit to be done, any act or thing that would impair the rights of the Assignee in and to the Marks or adversely affect the validity of the Marks.
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2. Consideration. The aggregate consideration payable by the Assignee for the assignment of the Marks shall be in an amount equal to $200,000 (the “Purchase Price”) payable in U.S. dollars upon the execution of this Agreement.
3. Notices. All notices, consents or other communications related to this Agreement or otherwise required by law shall be in writing and may be given to or made upon the respective parties at the following mailing addresses:
Assignor:
St. Xxxxx
000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Attn: Xx. Xxxxxx Xxx
Assignee:
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 9040
Attn: Mr. Ya Xxxx Xxxx
Such addresses may be changed by notice given as provided in this subsection. Notices shall be effective upon the date of receipt; provided, however, that a notice (other than a notice of a changed address) sent by certified or registered U.S. mail, with postage prepaid, shall be presumed received no later than three (3) business days following the date of sending.
4. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles that would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
5. Modification of Agreement and Waiver. This Agreement may not be amended except by a writing executed by the parties hereto.
6. Entire Agreement. This Agreement represents the entire agreement of the parties relating to the matters described in this Agreement, and no prior representations or agreements, whether written or oral, shall be binding on any party unless incorporated into this Agreement or agreed to by the party in a writing signed by the party on or after the date of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.
| ST. XXXXX | |
| By: /s/ Xxx Xxxxx ____________________ | |
| Name: Mr. Xxx Xxxxx | |
| Title: President | |
| NOVA LIFESTYLE, INC. | |
| By: /s/ Ya Ming Wong_______________ | |
| Name: Mr. Ya Xxxx Xxxx | |
| Title: Chairman & Chief Executive Officer |
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SCHEDULE A
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Word Xxxx
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XXXXXXX SOFA
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Goods and Services
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IC 020. US 002 013 022 025 032 050. G & S: Furniture, namely sofas, chairs, couches, tables, beds, cabinets, and dressers. FIRST USE: 19950106. FIRST USE IN COMMERCE: 19950106
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Standard Characters Claimed
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Xxxx Drawing Code
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(4) STANDARD CHARACTER XXXX
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Serial Number
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85329274
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Filing Date
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May 24, 2011
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Current Filing Basis
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1A
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Original Filing Basis
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1A
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Owner
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(APPLICANT) St. Xxxxx CORPORATION CALIFORNIA 000 X. Xxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxx Xxxx XXXXXXXXXX 00000
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Attorney of Record
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Xxx Xx
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Disclaimer
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NO CLAIM IS MADE TO THE EXCLUSIVE RIGHT TO USE "SOFA" APART FROM THE XXXX AS SHOWN
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Type of Xxxx
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TRADEMARK
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Register
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PRINCIPAL
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Live/Dead Indicator
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LIVE
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Word Xxxx
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XXXXXXX FURNITURE
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Goods and Services
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IC 020. US 002 013 022 025 032 050. G & S: Furniture, namely sofas, chairs, couches, tables, beds, cabinets, and dressers. FIRST USE: 19950106. FIRST USE IN COMMERCE: 19950106
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Standard Characters Claimed
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Xxxx Drawing Code
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(4) STANDARD CHARACTER XXXX
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Serial Number
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85375362
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Filing Date
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July 19, 2011
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Current Filing Basis
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1A
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Original Filing Basis
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1A
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Owner
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(APPLICANT) St. Xxxxx CORPORATION CALIFORNIA 000 X. Xxxxxxxx Xxxx., Xxxxx 000 Xxxxxxxx Xxxx XXXXXXXXXX 00000
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Attorney of Record
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Xxx Xx
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Disclaimer
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NO CLAIM IS MADE TO THE EXCLUSIVE RIGHT TO USE "FURNITURE" APART FROM THE XXXX AS SHOWN
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Type of Xxxx
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TRADEMARK
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Register
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PRINCIPAL
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Live/Dead Indicator
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LIVE
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