TRADEMARK ASSIGNMENT AGREEMENT
TRADEMARK
This Trademark Assignment Agreement
("Agreement") is by and between Composite Technology Corporation, a Nevada
corporation (“CTC”), and XxXxxx Turbine Co., a California corporation (“XxXxxx
Turbine”).
WITNESSETH
THAT
WHEREAS, CTC owns certain
rights in the design xxxx set forth in Schedule A, attached hereto and
incorporated herein by reference (hereinafter the "Xxxx");
WHEREAS, CTC desires to
assign, transfer and set over to XxXxxx Turbine all of CTC's right,
title and interest in and to the Xxxx in conjunction with its wind turbine
business and any and all goodwill associated therewith, and XxXxxx Turbine desires to acquire all
of CTC’s right, title and interest in and to the Xxxx and any and all goodwill
associated therewith; and
WHEREAS, CTC desires to
continue to use the Xxxx for a limited period of time in conjunction with its
cable business and products, and further intends to transition to a new logo in
a period of time not to exceed nine (9) months.
NOW, THEREFORE, in
consideration of the foregoing premises and for valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, CTC and XxXxxx
Turbine, intending to be legally bound hereby agree as follows:
1. CTC
hereby conveys, assigns and transfers unto XxXxxx Turbine all right, title and
interest in and to the Xxxx and any and all derivatives thereof, together with
any and all goodwill associated therewith, and the right to xxx and recover
damages and profits for past, present, and future infringement, if any, related
to the Xxxx, in each case, in conjunction with its wind turbine business. Upon
request, CTC agrees to execute any additional documents as may be reasonably
required to effect and/or record the assignment set forth herein.
2. CTC
hereby agrees to discontinue use of the Xxxx in connection with its cable
business and products and any and all other uses within a period of nine (9)
months from the Effective Date of this Agreement (the "Phase-Out Period"). Upon
written notice to XxXxxx Turbine before the end of the Phase-Out Period, CTC and
its affiliates shall have an additional grace period of three (3) months (the
“Grace Period”) to complete the transition to a new logo for materials and items
in which CTC and its affiliates reasonably require additional time. On or before
the end of the Grace Period, CTC and its affiliates shall cease any and all use
of the Xxxx and any and all other trademark and/or service xxxx designs
confusingly similar thereto and shall provide XxXxxx Turbine with written
confirmation of such cessation of use. In no event shall CTC and/or its
affiliates have the right to use the Xxxx, or any version confusingly similar
thereto, for any purpose after the end of the Grace Period. XxXxxx
Turbine agrees not to use the Xxxx, or any version confusingly similar thereto,
in conjunction with cable products anywhere in the world for a period of five
(5) years from the Effective Date of this Agreement.
Trademark
Assignment Agreement
3. This
Agreement may be executed in multiple counterparts by the different parties
hereto, each of which counterpart when so executed and delivered, shall be
deemed to be an original, and all of which counterparts, taken together, shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their duly authorized
representatives as of the date last set forth below (the “Effective
Date”).
COMPOSITE TECHNOLOGY
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XXXXXX
TURBINE CO.
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CORPORATION
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By:
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/s/ |
By:
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/s/ | |
Name:
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Name:
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Title:
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Title:
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Date:
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Date:
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Trademark
Assignment Agreement
SCHEDULE
A
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Trademark
Assignment Agreement