Deed of assignment of trademark

This deed of Assignment is made and executed on 22nd September 2021 between Mahima
Chanchalani (A) having its registered office at New Delhi (hereinafter called “the Assignor”) of
the ONE PART, and Abhaya Mohan having its registered office at Bombay, India (hereinafter
called “The Assignee”) of the OTHER PART.

WHEREAS

The assignor is the registered proprietor under the Trademarks Act, 1999 who will assign his
trademarks which are present in the Schedule (which is termed as “the said trademarks”).

The assignor assigns his trademark to the assignee for a consideration of Rs. 1 00000 which is
the sum at which the assignor has agreed to assign to the assignee with the goodwill of the
trademarks relating to the said trademark.

The parties must adhere to the following conditions for the successful completion of assignment
of the trademark:

Clauses of Assignment of Trademark

1. The agreement shall be effective from the date form which this agreement is signed by
both the parties and shall continue until all the obligations of the contract are met with.
The breach of any clause of the agreement shall result in the termination of the
agreement.
2. The Assignment agreement must be in accordance with the Section 38 of the Trade Mark
Act of 1999. This clause is subject to introduction of any subordinate law, enactment and
amendment that might come into force in the near future.
3. On the basis of the terms and conditions of the agreement, the assignor assigns his
trademark X without the goodwill to the assignee. This type of assignment is termed as
gross assignment.
4. In accordance with the terms and conditions of the agreement, the assignor grants to the
assignee the exclusive right to use his trademark X. However, he does not grant the
assignee the liberty to further assign the trademark to any third party. If the assignee is
found to have breached this clause, he shall have to pay a compensation of Rs. 50,000.
5. The assignor assigns his trademark to the assignee and gives him the right to use the
trademark’s brand but this right is restricted in dealing with only such types of goods or
services which the registered proprietor does not deal in. In simple terms, the assignee
cannot trade in that service which the assignor trades in.
6. For the successful completion of the assignment agreement, the assignee must pay to the
assignor a considerable sum of Rs. 100000 as a consideration for the assignment of the
trademark with the goodwill of the registered proprietor over that trademark. The royalty
 amount must be paid to the assignor either in cash or through a cheque. The payment if
made through any other mode shall straightaway be rejected.
7. The assignee must make sure that he uses the trademark with high ethical standard and
maintain the reputation of the trademark in the market and must do everything to
maintain the name of the assignee’s trademark. In the event of breach of this clause, the
assignment agreement shall cease to operate and the assignee shall pay a compensation
amount of Rs. 100000.
8. The assignee shall furnish any document that may be necessary for the assignment
proceedings. In the event of failure to furnish any required document, the agreement shall
cease to operate.
9. According to the terms and conditions of the agreement, the assignee is not entitled to use
the trade dress of the assignor’s trademark. If he is found to have copied the trade dress,
the contract shall be deemed to be forfeited.
10. The assignor gives the assignee the right to use that trademark but that right extends
within the territorial limits of Maharashtra.
11. After the assignment proceedings are complete, the assignor must make sure that the
name of the assignee is registered in the register as owner of the trademark.
12. The assignee must pay any amount which may come up in the future in respect of the
assignment.
13. Any type of communication in relation to the assignment of the trademark must be made
in writing only.
14. The parties shall mutually decide the terms of agreement. If one party is not satisfied with
any clause of agreement, he may send a notice to the other party.
15. If any disagreement arises between the assignor and assignee, they must settle this
disagreement amicably among themselves either by discussions or negotiation of the
terms of contract. The parties may also switch to arbitration, for which an arbitrator may
be appointed.
16. If the dispute or disagreement is such that it needs the interventions of the Court, then it
must be within the jurisdiction of the Delhi High Court.
17. There are some clauses which are mentioned below, that will not die even after the
termination of the contract. They are:
 Confidentiality Clause
 Compensation Clause
 Indemnification Clause
18. The said license agreement can be terminated under the following circumstances:
 If the assignee does any activity which is causing harm to the goodwill of the
assignor’s trademark
 If the assignee fails to perform any obligation mentioned in the various clauses.
 If the assignee fails to pay the required royalty amount for consideration of the
right granted to assignee.
  If the trademark is declared invalid by the trademark registry.
 In case any unforeseen situation arises, due to which the assignor will not be able
to grant the right to the assignee.
19. If any of the clause of agreement is found to be invalid, illegal, that provision shall be
deemed to be unenforceable and the other provisions shall deemed to be not affected.
20. In the event of any mishappening in the future, the assignment agreement shall be
deemed to have been terminated

In witness, thereof the parties hereto have executed these presents the day and year first
hereinabove written.

Signed, sealed and delivered by A

the assignor in the presence of :
Signed, sealed and delivered by B
The assignee in the presence of: