Exhibit 10.30
TRADEMARK ASSIGNMENT AGREEMENT
This Agreement ("Agreement") is entered into by and among United Wisconsin
Services, Inc., a Wisconsin corporation ("UWSI"), NEWCO/UWS, Inc., a Wisconsin
corporation ("NEWCO") and United Wisconsin Life Insurance Company, a Wisconsin
corporation ("UWLIC").
RECITALS
WHEREAS, UWSI and its wholly owned subsidiary UWLIC each respectively own
several trademarks and trade names; and
WHEREAS, UWSI intends to spinoff its managed care and specialty operations
from its small group insurance operations; and
WHEREAS, pursuant to this spinoff, UWSI and UWLIC will become part of the
small group insurance operations and NEWCO will become the holding company for
the managed care and specialty operations; and
WHEREAS, the trademarks and trade names owned by UWSI and UWLIC are
valuable to NEWCO; and
WHEREAS, UWSI and UWLIC each desire to assign their respective ownership
rights in certain trademarks owned and trade names used by UWSI and UWLIC to
NEWCO and NEWCO desires to accept such assignment.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
AGREEMENT
1. ASSIGNMENT OF INTELLECTUAL PROPERTY. UWSI and UWLIC each hereby
irrevocably grant, assign and convey to NEWCO their respective entire right,
title and interest in and to:
(a) The trademarks, service marks and trade names identified by Exhibit A
hereto (collectively, the "marks") and the goodwill of the respective businesses
symbolized by the marks;
(b) All registrations, registration applications, renewals, reissues,
continuations, extensions or the like of any xxxx and like protection, including
without limitation, those obtained or permissible under past, present and future
laws and statutes of the United States, any state or any other country or place
anywhere in the world;
(c) All rights of action on account of past, present, and future
unauthorized use of any of said marks, and for infringement of said
marks and like protection; and
(d) The right to file and prosecute applications for registration of said
marks in the United States or any other country or place anywhere in
the world.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of this _____ day of ____________, 1998.
United Wisconsin Services, Inc.
By:
Name:
Title:
-------------------------------
United Wisconsin Life Insurance Company
By:
Name:
Title:
-------------------------------
NEWCO/UWS, Inc.
By:
Name:
Title:
-------------------------------
EXHIBIT A
I. UWSI Marks
Registered Marks Reg. No. Reg. Date
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Compcare 1,018,180 08-12-75
Design Healthcare 1,978,510 06-04-96
Income Security 100 (and design) 2,112,092 11-11-97
Meridian Managed Care, Inc. 2,029,709 01-14-97
Meridian Resource Corporation (stylized) 2,036,485 02-11-97
Rapidpay Income Replacement 1,959,385 02-27-96
Savings Select (and design) 2,134,100 02-03-98
Take Control Health Enhancement
Program (and design) 1,408,034 09-02-86
U United Wisconsin Services, Inc. (and design) 2,045,368 00-00-00
Xxxxxx Xxxxxxxxx Insurance Company 2,125,181 00-00-00
Xxxxxx Xxxxxxxxx Proservices 2,108,910 10-28-97
Applications Serial No. Filing Date
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Dentacare 75-162,026 09-06-96
Heartland Dental 75-350,539 09-02-97
Meridian Marketing Services, Inc. 74-700,106 07-12-95
U United 24 (and design) 75-278,058 04-21-97
UH United Heartland (and design) 74-698,596 07-07-95
United Heartland Life Insurance Company 75-279,913 00-00-00
Xxxxxx Xxxxxxxxx Services, Inc. (stylized) 74-213,192 10-18-91
Valley Health Plan (VHP) 75-181,030 10-15-96
UNREGISTERED MARKS
Community Plan
Evergreen Health Plan
Hometown Insurance Services, Inc.
Meridian Managed Care
Meridian Marketing Services
Meridian Resource
Rapid Pay Income Replacement
SeniorSCRIPT
United Health Alliance
II. UWLIC Marks
UNREGISTERED MARKS
Base Plus
Value Options
