Below is the  Assignment Of Licensetemplate body. If necessary, please put the personal information, company information, such as text to replace the specific content you need. you can download the .doc template file on the end of the article by click download link. 

DEEMED ASSIGNMENT OF LICENSE


This Deemed Assignment of License (the Agreement) is effective [DATE],


BETWEEN:  [FIRST PARTY] (the "Assignor"), an individual with his main address located at:

      [YOUR COMPLETE ADDRESS]


AND:  [SECOND PARTY] (the "Assignee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


WHEREAS by License Agreement effective [DATE] (hereinafter referred to as the License Agreement), made inter alia between [COMPANY NAME], as Licensor and [COMPANY NAME] as Licensee and [GUARANTOR] as Guarantor, the said Licensor did grant unto the Licensee a license:

(a)  to use the therein recited trademarks and trade names in the operations of [COMPANY NAME] (the Company);

(b)  in the operations thereunder, to use [COMPANY NAME] distinctive labels, designs, cartons, containers, and advertising material furnished to the Licensee by the Licensor from time to time; and

(c)  to sell, use and distribute products designated by the Licensor, for a term of [NUMBER] years from the day of [DATE], to the day [DATE], subject to the terms and conditions specifically contained therein;

AND WHEREAS the Assignee is the sole shareholder of the Licensee;

AND WHEREAS the Assignor has agreed to sell all the shares of the Licensee to the Assignee, who has agreed to purchase same;

AND WHEREAS such sale of shares is deemed to be an assignment of the License Agreement pursuant thereto;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of [AMOUNT] and other good and valuable consideration now paid by the Assignee to the Assignor (the receipt and sufficiency whereof is hereby acknowledged) the Assignor does hereby assign, transfer and set over unto and to the Assignee all of the Assignors rights, title and interest in and to the License Agreement, together with the residue unexpired of the terms of years in the License Agreement, the whole upon the terms and subject to the conditions of the deed of transfer executed concurrently herewith by the Assignor and the Assignee, a copy of which is annexed hereto.

AND the Assignor covenants with the Assignee that all the subsisting rights and all the subsisting obligations of the Licensee and the Licensor respectively are contained in the License Agreement and that there are no other agreements between the Licensee and the Licensor now in effect pertaining to such rights and obligations, other than the lease between the same [COMPANY NAME] and bearing the same date (the Lease), a copy of which has been provided to the Assignee, and that each of the License Agreement and the Lease is in good standing as of the date hereof insofar as the Assignor is currently aware.

AND the Assignee covenants with the Assignor that the Assignee shall and will from time to time during all the residue of the term granted by the License Agreement and the Lease make all payments and perform all of the Licensees and lessees covenants, conditions and agreements contained in the License Agreement and the Lease, and indemnify and forever save harmless the Assignor and the Guarantor named in the License Agreement and the Lease therefrom and from all actions, suits, costs, losses, charges, damages and expenses for and in respect thereof. 

Notwithstanding the foregoing, the non-performance by the Assignor and/or its principals of their obligations under Article l of the License Agreement shall not constitute a default thereunder by the Assignee and the Guarantor.

THE Assignee acknowledges receipt of a complete copy of the License Agreement and the Lease and hereby undertakes, together with its principals to execute a new license agreement and/or lease on similar terms and conditions within [NUMBER] days of presentment of it, failing which this shall constitute an event of default under the assigned License Agreement and the Lease.

THE undersigned hereby acknowledge that (i) the essential stipulations of the present assignment were not imposed by Cara and were negotiable, and that it is accordingly not a contract of adhesion within the meaning of [ARTICLE] (ii) they have signed same in a free and enlightened manner, without error, fear or lesion, intending in good faith to be bound thereby; (iii) they have had the benefit of independent legal counsel in connection therewith; (iv) the contents of the present deemed assignment, the License Agreement and the Lease have been expressly brought to their attention; (v) an adequate explanation of the nature and scope of the clauses thereof has been given to them; and (vi) the said clauses are not excessively or unreasonably detrimental to them and are not therefore not in good faith.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


ASSIGNOR            ASSIGNEE



                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title


click to download Assignment Of License template
                            

Other legal template form