DEED OF ASSIGNMENT OF TRADE MARK WITH GOODWILL

THIS DEED OF ASSIGNMENT made at _________ on this [__] day of October, 2016

BETWEEN

__________________________________, a public limited company existing under the

provisions of the Companies Act, 2013 bearing the registration number _____________
having its Registered Office at ______________(hereinafter referred to as the “Assignor”
as the case may be, which expression, shall, unless it be repugnant to the subject or
context thereof, include its successors and assigns) of the FIRST PART;

AND

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_________________________________, a sole Proprietary concern ________
(hereinafter referred to as the “Assignee”, which expression shall, unless repugnant to
the subject or context thereof, be deemed to include its successors, legal heirs and
permitted assigns) of the SECOND PART.

(The Assignor and the Assignee are individually referred to as “Party” and collectively as
“Parties”)

WHEREAS
A. The Assignor is the adopter and the beneficial owner and user of mark
“_________-” being used, inter alia, with respect to the Goods (term defined
hereunder), more particularly detailed in the Schedule hereunder.
B. The Assignor has agreed to assign the Trademarks to the Assignee together with
the goodwill of the business concerned in the Goods in respect of which the
Trademark is being used on the terms and conditions contained herein.
C. After due negotiations and deliberations between the Parties and agreeing upon
the consideration of the Trademark, the Assignor has agreed that the Assignee
shall be the proprietor and beneficial owner of the Trademark, and has
accordingly agreed to execute necessary documents to give effect to this
assignment of the Trademark.

In this Deed, unless the context otherwise requires, the following terms and phrases
shall have the following meanings:

(a) “Deed” shall mean this Deed of Assignment and includes all recitals, annexure,
schedules and exhibits appended hereto, as may be amended and/or modified
from time to time.
(b) “Goods” shall mean the goods in relation to the business of the Assignor, with
respect to which the Trademark is being used, more particularly detailed in the
Schedule hereto.
(c) “The Trademark” shall mean _______________
(d) “The Act” shall mean the Trade Marks Act, 1999.
(e) “The Rules” shall mean the Trade Marks Rules, 2002.

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(f) Terms and phrases not defined herein shall have the same meaning as is
assigned to them under the Act.

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and

other good and valuable consideration set forth herein, the Parties hereby agree as
follows:

1. The Parties hereby agree that, in pursuance of the premises aforesaid, certain
business consideration and in consideration of the sum of Rs. ______ (Rupees
________________ only) paid by the Assignee to the Assignor on or before the
execution of these presents (receipt whereof the Assignor doth hereby admits
and acknowledges), the Assignor as the proprietor and beneficial owner of the
Trademark, DOTH HEREBY ASSIGN, TRANSFER AND GIVE unto and to the
Assignee ALL the right, title, interest and property of any nature whatsoever in
and in connection with the Trademark TOGETHER WITH the goodwill of the
business in respect of the Goods absolutely forever in respect of the Trademark
unto and to the Assignee as a proprietor TO HAVE AND TO HOLD the Trademark
unto and to the use of the Assignee absolutely and forever.

2. The Assignor and all persons having or lawfully or equitably claiming by, from,
under or in trust for them shall, from time to time and at all times hereafter at
the request of the Assignee do execute and perform or cause to be done at their
own cost, all such further and other lawful and necessary acts, deeds,
declarations, matters, things, documents or writings, assurances in law
whatsoever for further and more perfectly and absolutely assuring the
Trademark hereby assigned or expressed so to be and every part thereof unto
and in favour of the Assignee as shall, or may be reasonably required.

3. It is further agreed by the Parties that the Assignor doth hereby assign as the
beneficial owner unto the Assignee all the right, title, interest, property and
benefit in, under and to the Trademark, this Deed shall operate to vest the same
in the Assignee together with the benefit of any and all use of the Trademark,
together with the goodwill of the business relating to the Goods unto the
Assignee absolutely.

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4. The Assignee shall be solely entitled to file/ cause to be filed all necessary
applications before any governmental authority/ non-governmental authority to
give effect to the name of the Assignee as the owner of the Trademark. The
Assignee may, without recourse to the Assignor, at its sole discretion, in the
capacity of the owner of the Trademark, commence, prosecute, enforce, defend,
answer, compromise or oppose all notices, suits, and other legal proceedings
pertaining to the Trademark.

5. The Assignor hereby represents to the Assignee that the Assignor is the absolute
adopter and the exclusive owner and user of the Trademark and has all right,
title and interest in the said Trademark, together with the goodwill of its
business relating to the Goods and no person or persons whosoever otherwise
than the Assignor has any right, title, interest, benefit, claim or demand of any
nature whatsoever into or upon the said Trademark by the way of assignment,
license or otherwise.

6. The Assignor shall execute and do and perform all such further and other acts,
deeds, matters, things and documents or writings whatsoever as may be
necessary, appropriate or desirable for vesting absolutely the full right, title,
benefit, interest and property of any nature whatsoever in and to the Trademark
and the goodwill of its business relating to the Goods in favour of the Assignee.

7. The Assignor hereby indemnifies and shall keep the Assignee fully indemnified
against any loss or liability, cost or claims, action or proceedings, if any should
arise, directly or indirectly, out of or in connection with the Trademark assigned
by the Assignor pursuant to this Deed, containing material in respect of which
any intellectual property rights or proprietary rights belong to any third party, or
any claim that the Trademark and the goodwill of its business relating to the
Goods infringe, at any time, the intellectual property rights of any third party
wheresoever and howsoever arising at any time in future against the Assignee,
owing to any defect in the clear and marketable title or any default, violation or
non-compliance of any of the declarations or covenants herein.

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8. The Assignor doth hereby undertakes that it shall be responsible for the
payment of any Stamp Duty payable on this Deed and the Assignee shall, at its
discretion and at its own cost, charge and expenses, attend to the formalities in
the registration of the said Trademark.

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SCHEDULE

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IN WITNESS WHEREOF the parties hereto have executed these presents the day and the
year first hereinabove written.

SIGNED, SEALED AND DELIVERED by )

withinnamed ASSIGNOR, ) by the hand of Mr.
)
[_______________________________] )

SIGNED, SEALED AND DELIVERED by )

withinnamed ASSIGNEE, , by the hand of )
___________________________________ )