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Deed of Assignment

This Assignment is made the _______________day of____________________________

Between

DHANI IMPEX PVT LTD, a company incorporated and existed in accordance with laws of
India, with its registered office at G-23/24. Aggarwal Cyber Plaza, Netaji Shubhas Place, Pitam
Pura, DELHI

(in this Deed called Assignor)

And

AMBIKA TRADING, a proprietorship, with its registered office at Khasra No.893, 3RD Floor, Pethewali
Gali, Village Rithala, New Delhi -110085.

(in this Deed called Assignee)

WHEREAS:

A. The Assignor is the owner of the Modern Intellectual


Property (as defined hereinafter) in the Territory (as
defined hereinafter).

B. The Assignor has agreed to sell, assign, transfer, convey and


relinquish its ownership rights with respect to the Modern
Intellectual Property in the Territory and the Assignee has
agreed to purchase, acquire and accept the proprietary
rights with respect to the Modem Intellectual Property in the
Territory subject to the terms and conditions contained therein
and accordingly, the Parties have entered into this Deed.

NOW, THEREFORE, the Parties have entered into this Deed in consideration of the foregoing
premises, mutual representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties intending to be legally bound, agree as follows:
1. DEFINITION AND INTERPRETATION
1.1 DEFINITION

In this Deed, each of the following terms shall have the meanings as set forth or referenced
below:

(a) "Business" shall mean ………………………….


(b) "Deed" or "this Deed" or "the Deed" shall mean this deed of assignment and shall
include: (i) any recitals, annexures or other attachments that may be annexed or
appended to this Deed, all of which are specifically incorporated into this Deed, and
made or constitute, an integral and operative part hereof and (ii) any amendments
made to this Deed by the Parties in writing in accordance with the terms hereof.
(c) "Modern Intellectual Property" shall mean Copyrights, Domain Name(s), brand
studies (if any), Patent and Trade Marks which are used with respect to the Business.
(d) "Person" shall mean an individual I natural person, a corporation, a limited
liability company, a company, a partnership, a joint venture, a business enterprise, an
association, a trust or any other entity or organization (whether incorporated,
registered or not).
(e) "Party" or "Parties" shall mean the Assignor or the Assignee, individually or
collectively, as the context so requires.
(f) "Trademarks" shall mean,
(i) registered trademark consisting of or including the word/name
'AKARI' owned and used by, by the Assignor, from time to time, in the
Territory;
(ii) pending trademark application consisting of or including the
word/name 'AKARI' owned by, used by, or applied for, by the
Assignor, from time to time, for registration in the Territory;
(iii) pending trademark application consisting of or including the
word/name 'AKARI' owned by, used by, or applied for, by the
Assignor, from time to time, in the Territory;
(iv) unregistered trademarks, consisting of or including the word/name 'AKARI'
and used by the Assignorin the Territory; and
(v) unregistered trademarks used by the Assignor in the Territory;

used in relation with the Business and owned by, used by, or applied for, by
the Assignor as of the Effective Date.

2. EFFECTIVE DATE

This Deed shall come into effect and shall be in full force and effect, in accordance with the terms
of this Deed, as of …………..("Effective Date").

3. ASSIGNMENT AND TRANSFER

The Assigner assigns to the Assignee all the Assigner’s right, the interest in the Trademark and
Assignee accepts the assignment in regard to:

a) the common law rights and all other rights whatsoever connected in, or to, the

Modern Intellectual Property;

(b) all goodwill associated with the Modern Intellectual Property;

(c) the right to sue for damages and all other remedies in respect of any infringement/passing off
of the Modern Intellectual Property which may have occurred prior to and/or on and from the
Effective Date.

(d) all rights of priority (or to claim priority) attaching the Modern Intellectual Property; and

(e) the right to apply for the protection of Modern Intellectual Property anywhere in the world,

TO HOLD unto the Assignee absolutely and forever and the Assignee hereby purchases,
acquires and accepts the abovementioned rights with respect to the Modern Intellectual Property
in the Territory.

4. OBLIGATIONS AND UNDERTAKINGS

The Assignor hereby agrees with, and undertakes to, the Assignee that:
(a) On and from the Effective date, the Modern Intellectual Property shall not be used by the
Assigner within or outside the territory in relation to the Business either by itself or in
conjunction with any other Intellectual Property rights, whether owned by the Assigner or any
third party without the prior written consent of the Assignee;
(b) on and from the Effective Date, the Assignor shall not dispute or challenge the
validity of the assignment made hereunder and the Assignee shall have an
uninterrupted proprietorship and use of the Modern Intellectual Properly in the
Territory;
(c) the Assignor shall render all reasonable cooperation, without bearing any monetary
costs in making applications, jointly or otherwise, as required under the applicable
laws, to the Registrar of Trademarks or such other Governmental Authorities
and third party service providers, as the case may be, for registration of the Assignee
as the owner or the proprietor of the Modern Intellectual Property;
(d) on the Effective Date, the Assignor shall hand over to the Assignee all the original
documents and copies of the documents that it may have in respect of the Modern
Intellectual Property in the Territory capable of being assigned;
(e) it shall not hereafter use and/or permit the use of, apply for or obtain or procure
registration of or acquire from any third party any trade mark and/or intellectual property
which is identical or deceptively/confusingly similar to the trade mark 'Modern' and/or
any other Modern Intellectual Property on or in relation to any goods or services
whatsoever or as its trade or company name.
(f) On the Effective Date, furnish the Assignee with all information pertaining to the Modern
Intellectual Property and their use;
(g) all the written request and expense of the Assignee, do all acts and execute all applications,
agreements, deeds, authorisations as may be reasonably necessary or desirable and
provide such further assistance to the Assignee, as may be reasonably necessary to vest
absolute legal and beneficial ownership of the Modern Intellectual Property in the
Assignee;
(h) On the Effective Date, the full and complete right, title, interest, benefits and obligations
of or in respect of or relating to the Modern Intellectual Property shall vest exclusively with
the Assignee and the Assignor shall have no claim. right, title or interest whatsoever in the
Modern Intellectual Property and the Assignor shall not object to the Assignee's use
of the Modern Intellectual Property within or outside the Territory in relation to the
Business;
(i) The Assignor shall promptly notify the Assignee in writing of any information
that comes to the knowledge of the Assignor, and shall promptly deliver to the
Assignee any communication received by the Assignor, pertaining in any manner
whatsoever to the Modern Intellectual Property.
5. REPRESENTATION AND WARRANTIES

The Assignor and the Assignee severally represent and warrant to the other that:

(a) It is a corporation duly incorporated and organized and validly existing under the
applicable laws and has full rights, capacity and authority to enter into this Dead and
perform the transaction contemplated hereby;
(b) it is within its business scope to enter into this Deed and it has taken all
necessary actions, consents and approvals (corporate, statutory or otherwise) to
authorize the execution, delivery and performance of this Deed;
(c) no order has been made, petition presented or meeting convened for, its winding
up or for the appointment of a provisional liquidator and no receiver or liquidator has
been appointed in respect of the whole or any part of its property, assets and/or
undertakings; and
(d) the execution, delivery and performance of this Deed by it will not (i) violate any law,
statute, or regulation; (ii) conflict with its constitutional documents; and (iii) breach any
agreement, covenant, court order, judgment, or decree to which it is a party or by which
it is bound.
(e) The Assignor further represents and warrants to the Assignee that as of the Effective
Date:
(a) it is the sole and absolute owner of the entire right, title and interest in and to the
Modern Intellectual Property;
(b) it has not created any Encumbrance on the Modern Intellectual Property and no
other party has any rights, title and interest therein;
(c) it is not aware of any infringement or misappropriation of the Modern Intellectual
Property by any third Person and except as specifically indicated in Annexure C
hereto, to the best of its knowledge the Modern Intellectual Property is not the subject
matter of any proceedings instituted by any third Person or the Assignor for infringement
/threatened infringement;
(d) use by the Assignee of the Modern Intellectual Property will not infringe the
intellectual property of any third Person; and
(e) it has furnished to the Assignee all information relating to the Modern
Intellectual Property.
6. INDEMNIFICATION
(a) From and after the Effective Date, subject to indemnity provisrons relating to
limitations on period, de-minimis, basket, maximum liability of the Assignor and
processes with respect to defence of proceedings as mutually agreed and contained in
any other document executed by the Patties in each case to the extent the same is .
applicable herein, the Assignor shall indemnify, defend and hold harmless the
Assignee, its employees, directors, affiliates and agents (together referred to
as "Assignee Indemnified Parties") from and against any and all actual and
direct losses, liabilities, claims, damages and judgments, including reasonable
attorney's fees and expenses, which may be actually incurred or suffered by the
Assignee after the Effective Date and which may arise out of or result from any
breach of any Assignor's representations and warranties, obligations, covenants
or agreement contained in this Deed.
(b) The indemnification rights of the Assignee indemnified Parties under this Deed are
independent of, and in addition to, such other rights and remedies that the Assignee
indemnified Parties may seek including any equitable remedy or other injunctive relief,
none of which rights or remedies shall be effected or diminished thereby.
(c) Notwithstanding anything contained herein, the Assignor shall not be required
to indemnify the Assignee Indemnified Parties against any indirect, punitive,
exemplary or consequential damages including for loss of profits or loss of
business opportunity or loss of reputation.
7. MISCELLANEOUS
7. I. Notices

(a) Any notice, request, demand or other comnumication to be given by any Party lo the
other Party under this Deed shall be in English, in writing and shall be sent to the Party to whom
directed by: (i) hand delivery or (ii) first transmitted by facsimile transmission, and then confirmed by
postage prepaid registered post with acknowledgement due or by recognized courier service, or (iii)
sent: by postage prepaid registered post with acknowledgement due or by recognized courier
service. The Parties' addresses and facsimile numbers for the purpose of service of such notice,
request, demand or communication are as follows:

ASSIGNER

DHANI IMPEX PVT LTD, a company incorporated and existed in accordance with laws of India, with its registered office at G-23/24. Aggarwal Cyber Plaza, Netaji Shubhas Place, Pitam Pura,
DELHI

(b) All notices shall be deemed to have been validly given on (i) the business date
immediately after the date of transmission with confirmed answer back, if transmitted
by facsimile transmission, or (ii) in case (i) does not apply, the business date of receipt or
(iii) in case (i) and (ii) do not apply, the expiry of 7 (seven) days after posting.

(c) Either Party may, from time to time, change its address or facsimile numbers or
representative for receipt of notices provided for in this Deed by giving to the other Party
not less than I 0 (ten) days prior written notice.

7.2. Further Assurances

(a) The Parties to this Deed shall from time to time execute and deliver all such further
documents and do all acts and things (including but not limited to filing of forms/
documents with the trademark registry) as the other Party may reasonably require to
effectively carry out the full intent and meaning of this Deed and/or to complete the
transactions contemplated hereunder.
(b) If, for any reason whatsoever, any term contained in this Deed cannot be
performed or fulfilled, the Parties agree to meet and explore alternative solutions
depending upon the new circumstances, but keeping in view the spirit and core
objectives of this Deed.

7.3. Amendments

No modification or amendment to this Deed and no waiver of any of the terms or


conditions hereof shall be valid or binding unless made in writing and duly executed
by or on behalf of the Parties.

7.4. Assignment

This Deed and the rights and liabilities hereunder shall bind and inure to the benefit of
the respective successors and permitted assigns of the Parties. The Assignor shall not
assign or transfer any of their rights and liabilities hereunder to any other Person without
the prior written consent of the Assignee. The Assignee shall be entitled to assign its
rights and obligations hereunder, including without limitation, its rights to the Modern
Intellectual Property and in such event, the Assignor shall discharge all its obligations
hereunder to such transferee in the same manner as it is obligated to do so hereunder with
respect to the Assignee.

7.5 Reservation of Rights

No forebearance, indulgence or relaxation on inaction by any party at any time to require


performance of any of the provisions of this Deed shall in any way affect, diminish or prejudice
the right of such party to require performance of that provision. Any waiver or acquisience by
any party of any breach of any of this Provision of this Deed shall not be construed as waiver or
acquiescence of any right under or arising out of this Deed or of the subsequent breach, or
acquiescence to or recognition of rights other than as expressly stipulated in this Deed.

7.6 Governing Law; Jurisdiction and Arbitration


(a) This Deed shall be governed by and construed in accordance with Indian law and shall
be subject to the exclusive jurisdiction of the competent courts………….

(b) In case of any dispute, controversy or disagreement arising out of, or relating to this Deed,
the Parties shall endeavour to settle the same amicably on any Party giving a written notice
("Notice") to the other of its intent to commence the process of amicable settlement.

( c) If the Patties fail in resolving the dispute, controversy or disagreement in the manner
as stated in sub-clause (b) above within a period of 20 (twenty) days from a Party receiving
the Notice, the dispute, controversy or disagreement shall be deemed to have forthwith been
referred to such person as may be authorized by the Board of Directors of the Assignee
in this regard and the Chief Financial Officer of the Assignor for amicable settlement
and such representatives shall meet, discuss and endeavour to settle the same amicably
within a further period of 45 (forty five) from the date of referral.

(d) The attempt to reach an amicable settlement as per sub-clause (c) shall be
considered to have failed as soon as one of the Patties' said representative gives a written
notice thereof to the other Party's said representative in writing for invoking arbitration
proceedings ("Arbitration Notice").

(e) The arbitration shall be conducted by 3 (three) arbitrators, of which one


arbitrator shall be appointed by the Assignor and the second arbitrator shall be appointed by
Assignee. Both the arbitrators shall be appointed within a period of 15 (fifteen) days from
the date of receipt by the other Party of the Arbitration Notice and the 2 (Two)
arbitrators so appointed shall appoint the third arbitrator within a period of 30 (thirty) days
from the date of receipt by the other Party of the Arbitration Notice. The arbitration proceedings
shall be held in accordance with the (Indian) Arbitration and Conciliation Act, 1996 as may
be in force. The arbitration will take place in Mumbai and each Party will bear its
respective costs relating to the arbitration proceedings. However, the fees and expenses
payable to the arbitrators shall be shared equally between the Parties unless awarded
otherwise by the arbitrators. The award so passed shall be a reasoned award and shall be
final and binding upon the Parties, The language of arbitration proceedings shall be
English. Prior to or pending arbitration, nothing shall preclude either Party to the
dispute from seeking interim or permanent equitable or injunctive relief, or both, or
specific performance from the courts at Mumbai as provided under the Arbitration and
Conciliation Act, 1996.

7.7 Entire Agreement

This Deed together with its annexures and each other agreement, document, instrument
or certificate executed or to be executed by the Patties in connection with the consummation
of the transactions contemplated by this Deed, constitutes and contains the entire
agreement and understanding between the Parties with respect to the subject matter hereof and
thereof and supersedes any and all prior agreement, letters of intent and term sheets, either oral
or in writing, with respect to the subject matter herein.

7.8 Costs And Expenses

Each Patty shall bear its own expenses incurred in preparing this Deed. The Assignor shall
bear the Transfer Taxes for or in connection with the execution and/or registration of this
Deed.

7.9. Partial Invalidity

If any provision of this Deed or the application thereof to any Person or circumstance shall
be invalid or unenforceable to any extent for any reason including by reason of any law or
government policy, the remainder of this Deed and the application of such provision to
Persons or circumstances other than those as to which it is held invalid or unenforceable shall
not be affected thereby, and each provision of this Deed shall be valid and enforceable to
the fullest extent permitted by law. Any invalid or unenforceable provision of this
Deed shall be replaced with a provision, which is valid and enforceable and most nearly
reflects the original intent of the invalid and unenforceable provision.

7.10. No Partnership or Agency


Nothing in this Deed (or any of the arrangements contemplated by it) shall be deemed to
constitute a partnership between the Parties or, except as may be expressly set out herein,
constitute either Patty as the agent of the other for any purpose, or entitle any Party to commit
or bind the other Party in any manner.

7.11, English Language

Governing language of this Deed and all other agreements relating to this Deed shall be
English language, which language shall be controlling in all respects. No translation,
if any, of this Deed into another language shall be of any force or effect in the interpretation of
this Deed or in determination of the intent of either of the Parties.

7.12. Legal Advice

Each Party to this Deed confirms it has received independent legal advice relating to all the
matters provided for in this Deed and agrees, having considered the terms of this Deed as a
whole, that the provisions of this Deed are fair and reasonable.

7.13. Counterparts

This Deed may be signed by the Parties on separate counterparts (including by


facsimile or scanned portable document format (".pdf")copies by way of e-mail).Each
counterpart shall be deemed an original of this Deed and all counterparts shall
constitute one and the same agreement
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE
CAUSED THIS DEED TO BE DULY EXECUTED AND
DELIVERED AS OF THE DAY AND YEAR HEREINABOVE
WRITTEN

SIGNED AND DELIVERED

BY THE WITHIN NAMED "ASSIGNOR"


DHANI IMPEX PVT LTD
Signature
Name
Designation

SIGNED AND DELIVERED

BY THE WITHIN NAMED "ASSIGNEE" AMBIKA TRADING