International Trademark Assignment Agreement between Pretzel Time, LLC and Pretzel Time Franchising, LLC (March 16, 2004)

Summary

This agreement documents the transfer of ownership of various international trademarks and related rights from Pretzel Time, LLC to Pretzel Time Franchising, LLC. The Assignor sells and assigns all rights, title, and interest in the listed trademarks, including associated goodwill and rights to income or legal claims, to the Assignee. The Assignee assumes all related liabilities. If any trademarks cannot be immediately assigned due to legal restrictions, the Assignee receives an exclusive license to use them until the transfer is legally completed. The agreement is governed by Utah law.

EX-10.8 45 a2134867zex-10_8.htm EX-10.8
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Exhibit 10.8

CONFORMED COPY

INTERNATIONAL TRADEMARK ASSIGNMENT

        This Global Trademark Assignment agreement (the "Assignment") is entered into this 16th day of March, 2004, between Pretzel Time, LLC, a Utah limited liability company having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignor"), and Pretzel Time Franchising, LLC, a Delaware limited liability company having its principal place of business at 2855 E. Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121 ("Assignee").

        A.    Assignor is the owner of the International trademarks and service marks set forth on the attached Schedule A, all common rights relating thereto, and all registrations and applications relating thereto (the "Marks"); and

        B.    Assignor has agreed to assign the Marks and the goodwill of the business attendant thereto, if any, and the parties wish to memorialize the transfer of the Marks and goodwill of the business associated therewith to Assignee.

        NOW, THEREFORE, for good and valuable consideration, receipt of which is herby acknowledged, the parties hereto agree as follows:

        1.     Assignment. Assignor does hereby sell, assign, transfer, and set over unto said Assignee, its entire right, title and interest in, to and under said Marks, together with the entire goodwill of the business in connection with which said Marks are used, and in and to all income, royalties, damages and payments now or thereafter due or payable with respect thereto in and to all causes of action (either at law or in equity) and the right to sue, counterclaim, and recover for past, present and future infringement of the rights assigned or to be assigned under this Assignment.

        2.     Assumption. In consideration of the assignment set forth above, Assignee hereby agrees to assume all liabilities and obligations of the Assignor arising out of or related to the Marks, including without limitation, any such liabilities and obligations that arise from periods prior to the date of this Assignment.

        3.     Non-Assignable Marks; Irrevocable License. To the extent that any of the Marks or rights associated therewith is not capable of being assigned hereunder without the consent or approval of a third party (whether or not a governmental authority), or if such assignment or transfer will require the parties to file applications or notices under the laws of applicable jurisdictions in order for such assignment to be valid between the parties, or would constitute a breach thereof or violation of applicable law, this Assignment shall not constitute an actual or attempted assignment or transfer thereof unless and until such consent or approval of such third party has been duly obtained or such application or notice has been filed or the assignment has otherwise become lawful (any Mark not assigned or transferred as a result of this Section is hereinafter referred to as a "Licensed Mark"). Assignor hereby grants to the Assignee, and Assignee herby accepts from the Assignor, a worldwide, exclusive, royalty free right to use and sublicense the Licensed Marks until such time as the assignment shall satisfy the requirements set forth above.

        4.     Further Assurances. Assignor hereby agrees to execute all papers and to perform such other proper acts as Assignee or its successors or assigns may deem reasonably necessary to secure to Assignee or to its successors or assigns, the rights transferred hereby, including without limitation, any documents necessary to obtain the consents or waivers or record the applications, notices or other documentation described in Section 3 above, and any and all documents necessary to file or record this Assignment with the international registries where the Marks are recorded or registered.

        5.     Miscellaneous.

        (a)   Governing Law. This Assignment shall be governed by the laws of the State of Utah (other than its rules of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby).

        (b)   Counterparts. This Assignment may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute a single instrument.

        (c)   Descriptive Headings. Descriptive headings of the Sections of this Assignment are inserted for convenience only and shall not affect the meaning of this Assignment.

        IN WITNESS WHEREOF, the parties have caused this Assignment to be executed below, on the date indicated, by a duly authorized officer thereof.

PRETZEL TIME, LLC

By:

 

/s/  SANDRA BUFFA      

 

 
Name:   Sandra Buffa    
Title:   Sr. Vice President    

PRETZEL TIME FRANCHISING, LLC

By:

 

/s/  MICHAEL WARD      

 

 
Name:   Michael Ward    
Title:   Sr. Vice President    


SCHEDULE A

TRADEMARKS

Foreign Registrations
Pretzel Time, Inc.

No.

  Trademark
  Country
  Registration
Number

  Registration
Date

1   PRETZEL TIME   Argentina   1.827.182   Apr-27-2001
2   PRETZEL TIME   Argentina   1.827.183   Apr-27-2001
3   PRETZEL TIME (& Design)   Australia   811326   Oct-22-1999
4   PRETZEL TIME (Stylized)   Australia   A614592   Oct-25-1993
5   PRETZEL TIME   Benelux   652668   Oct-19-1999
6   PRETZEL TIME (Stylized)   Canada   454.105   Feb-16-1996
7   PRETZEL TIME   Chile   560.755   Feb-04-2000
8   PRETZEL TIME   Chile   679.382   Nov-24-2003
9   PRETZEL TIME (& Device)   Great Britain & Northern Ireland   2302481   Jun-10-2002
10   PRETZEL TIME (& Design)   Hong Kong   6 (A-B) of 2001   Nov-29-1999
11   PRETZEL TIME (& Design)   Hong Kong   7 (A-B) of 2001   Nov-29-1999
12   PRETZEL TIME   Israel   124202   Nov-26-1998
13   PRETZEL TIME   Israel   124203   Nov-26-1998
14   PRETZEL TIME   Israel   124204   Nov-26-1998
15   PRETZEL TIME (& Design)   Japan   3329303   Jul-04-1997
16   PRETZEL TIME (& Design)   Mexico   458288   Apr-25-1994
17   PRETZEL TIME (Stylized)   Saudi Arabia   604/27   Dec-22-1999
18   PRETZEL TIME   Saudi Arabia   613/9   Dec-29-1999
19   PRETZEL TIME   Tunisia   EE991752   Oct-21-1999
20   PRETZEL TIME   Uruguay   318.246   Nov-19-2001


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    Exhibit 10.8
INTERNATIONAL TRADEMARK ASSIGNMENT
SCHEDULE A TRADEMARKS