EXHIBIT 10.11
ASSIGNMENT OF INTELLECTUAL PROPERTY
ASSIGNMENT OF INTELLECTUAL PROPERTY dated January 31, 1997, by and between
Harry's Farmers Market, Inc., a Georgia corporation ("Assignor") having its
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principal office and place of business at 0000 Xxxxx Xxxxxxx Xxxx, Xxxxxxx,
Xxxxxxx, and HFMI Trust, a Delaware business trust established pursuant to the
Delaware Business Trust Act, as amended ("Assignee"), having its principal
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office and place of business in care of Wilmington Trust Company, Xxxxxx Square
North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
WHEREAS, Assignor owns all right, title, and interest in and to (i) the
federal, state and foreign patents, trademarks (registered and unregistered)
trademark applications, service marks (registered and unregistered), service
xxxx applications, trade names, trade name rights and publicity rights,
copyrights and copyright registrations, trade secrets and know-how and other
proprietary rights and information set forth on Schedule 1 annexed hereto, (ii)
all related recordations, registrations or other issued documentation and
applications relating thereto worldwide, including those listed on Schedule 1
annexed hereto (collectively, the "Intellectual Property") and (iii) the
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goodwill of the business symbolized by the trademarks, service marks, trade
names and logos included in the Intellectual Property;
WHEREAS, Assignee desires to acquire the entire right, title and interest
in and to said Intellectual Property, (including all registrations or other
issued documentation and applications therefor) and the goodwill of the business
symbolized by the trademarks, service marks, trade names and logos included in
the Intellectual Property;
WHEREAS, pursuant to the terms of a Transfer Agreement dated as of the date
hereof between and among Assignor, Assignee and Newco Acquisition Corporation, a
Delaware corporation ("Newco"), Assignor has agreed to transfer, assign, set
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over and otherwise convey to Assignee, all right, title and interest of Assignor
worldwide in the Intellectual Property and the goodwill of the business
symbolized by the trademarks, service marks, trade names and logos included in
the Intellectual Property;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Assignor does hereby transfer,
assign and otherwise convey to Assignee, all of Assignor's worldwide right,
title and interest, in and to the following:
1. the Intellectual Property and all rights with respect to renewals and
similar rights; and
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2. the goodwill symbolized by and embodied in the trademarks, service
marks, trade names and logos included in the Intellectual Property, and
the goodwill associated with the business conducted under said
trademarks, service marks, trade names and logos included in the
Intellectual Property.
Assignor hereby agrees to promptly execute all papers and to perform such
other proper acts reasonably necessary to secure to Assignee, or to its
successors as assigns, the rights hereby transferred, including but not limited
to Assignor's execution of assignments in recordable form within a reasonable
amount of time after the date hereof in each jurisdiction where trademark,
service xxxx or copyright registrations or other documentation or applications
may be issued or pending. Further, upon Assignee's request, Assignor agrees to
cooperate fully with Assignee in obtaining assignments in recordable form from
Assignor's predecessors-in-interest in all jurisdictions where such assignments
may be necessary to complete the "chain of title" to Assignee or to its
successors or assigns.
This Assignment of Intellectual Property is governed by the laws of the
State of Georgia applicable to contracts made and performed wholly within the
State, without reference to its conflicts of laws provisions, and the trademark
or copyright laws of the United States, as applicable.
IN WITNESS WHEREOF, Assignor has caused this Assignment of Intellectual
Property to be duly executed by its officers thereunto duly authorized as of
this 31st day of January, 1997.
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HARRY'S FARMERS MARKET, INC.
By: /s/ Xxxxx X. Blazer
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Name: Xxxxx X. Blazer
Title: President
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Acknowledged and Agreed to:
HFMI TRUST
By: WILMINGTON TRUST COMPANY,
not in its individual capacity,
but solely as Trustee
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Name:
Title:
Witnessed by:
/s/ Xxxxx X. Sulichi
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/s/ Xxxxxx X. Black
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STATE OF GA )
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: ss.:
COUNTY OF Xxxxxx )
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On the 31st day of January, 1997, before me personally came Xxxxx Xxxxxx,
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to me personally known and known to me to be the person described in and
who executed the foregoing instrument as Director of Harry's Farmers Market,
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who being by me duly sworn, did depose and say that he resides at
Atlanta, GA; that he is the Director of Harry's Xxxxxx'x Market, the
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corporation described in and which executed the foregoing instrument; that the
said instrument was signed on behalf of said corporation by order of its Board
of Directors; that she signed her name thereto by like order; and that she
acknowledged said instrument to be the free act and deed of said corporation.
/s/ Xxxx Xxxx Xxxx
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Notary Public
[NOTARY SEAL APPEARS HERE]
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STATE OF Delaware )
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: ss.:
COUNTY OF New Castle )
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On the 30th day of January, 1997, before me personally came Xxxxxxxxxxx X.
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Kaiser, to me personally known and known to me to be the person described in and
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who executed the foregoing instrument as Vice President of Wilmington Trust
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Company, not in its individual capacity but solely as Trustee of HFMI Trust, who
being by me duly sworn, did depose and say that he resides at Wilmington
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Delaware; that he is the Vice Pres. of Wilmington Trust Company, the Trustee of
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HFMI Trust described in and which executed the foregoing instrument; that the
said instrument was signed on behalf of said HFMI Trust by Wilmington Trust
Company, as Trustee, by order of its Board of Directors; that he signed his name
thereto by like order; and that he acknowledged said instrument to be the free
act and deed of said Trust.
/s/ Xxxxxxxx X. Xxxxxxxx
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Notary Public
XXXXXXXX X. XXXXXXXX
NOTARY PUBLIC
My Commission Expires October 31, 1998
