YTG Enterprises, LLC Contribution Agreement with YUMI TO GO, LLC (July 1, 2011)

Summary

YUMI TO GO, LLC agrees to transfer all its rights, title, and interest in various assets related to the operation of YUMI TO GO restaurants—including trademarks, website, domain name, recipes, marketing materials, and know-how—to YTG Enterprises, LLC. In return, YUMI TO GO, LLC receives a 20% capital interest in YTG Enterprises, LLC. The agreement confirms that YUMI TO GO, LLC owns these assets and will sign any necessary documents to complete the transfer. The agreement is effective as of July 1, 2011.

EX-10.6 17 ex10-6.htm ex10-6.htm
Exhibit 10.6
 
YTG ENTERPRISES, LLC
CONTRIBUTION AGREEMENT

 
In exchange for Membership Interests entitling the undersigned to a 20% capital interest in YTG Enterprises, LLC, the undersigned hereby contributes all of its right, title and interest in and to all tangible and intangible property related to the operation of YUMI TO GO restaurants including, without limitation:
 
·  
all right, title, and interest in and to the mark “YUMITOGO.COM GRILL WOK SALADS (and design)” together with the goodwill of the business symbolized by the Mark, and all rights in and to USPTO Registration ###-###-####,
 
·  
the content and design of the web site presently located at www.yumitogo.com,
 
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the domain name www.yumitogo.com,
 
·  
all recipes,
 
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all advertising and marketing materials, and
 
·  
all know how and other tangible and intangible property related to the operation and franchising of YUMI TO GO restaurants.
 
The undersigned represents that it owns all such property and that no other person has any interest in such property.
 
The undersigned agrees to sign all documents necessary to effect the conveyance described in this Contribution Agreement, including the attached Trademark Assignment.
 
Intending to be legally bound, the undersigned has executed this Contribution Agreement to be effective on the date set forth below.
 
 
YUMI TO GO, LLC
   
   
   
Date: July 1, 2011
By: /s/ Tony Molavi
 
Tony Molavi, President