Exhibit 10.6
ASSIGNMENT OF TRADEMARK
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THIS TRADEMARK ASSIGNMENT ("Assignment") is made as of November 30, 2001,
by DIMENSIONAL MARKETING CONCEPTS, INC., a Florida corporation ("Assignor"), in
favor of INTERNATIONAL COMMERCIAL TELEVISION, INC., a Nevada corporation
("Assignee").
A. Assignor is the owner of the trademark known as "AUTO XL" (the
"Trademark"), an application for registration of which on the Principal Register
of the U.S. Patent and Trademark Office is presently pending at SN 78094624 (the
"Registration Application").
B. Assignor wishes to assign the Trademark and the Registration
Application to Assignee.
ACCORDINGLY, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, Assignor hereby agrees as follows:
1. Grant. Assignor grants, assigns and conveys to Assignee (i) all
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right, title and interest in the Trademark which may be secured under the laws
now or hereafter in force and effect in the United States or in any country
throughout the world, together with the goodwill of the business symbolized by
the Trademark and (ii) all right, title and interest in and to the Registration
Application, it being acknowledged that Assignee is the successor to that
portion of Assignor's business pertaining to the Trademark.
2. Representations and Warranties. Assignor represents and warrants to
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Assignee that:
(a) Assignor is the sole and exclusive owner of the entire and
unencumbered right, title and interest in and to the Trademark, free and clear
of any liens, charges and encumbrances.
(b) Assignor is not aware of the existence any other trademark
which is either identical to the Trademark or is so similar thereto as to be
likely to cause confusion or to cause mistake or to deceive;
(c) To the best of Assignor's knowledge, there are no infringement
actions pending or threatened alleging that the Trademark or the use thereof
infringes any trademarks or other rights held by third parties.
(d) No prior application to register the Trademark has been filed
with any registration authority in the United States or, to the best of
Assignee's knowledge, any other country, and there has been no final decision
adverse to Assignor's claim of ownership of the Trademark;
(e) Neither the Trademark nor any right to the use thereof is
subject to any subsisting licenses; and
(f) Assignor has the unqualified right to enter into and fully
perform this Assignment.
3. Governing Law. This Assignment shall be governed by and construed
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in accordance with the internal laws of the State of Florida without regard to
conflict of laws principles and, to the extent applicable, the laws of the
United States.
IN WITNESS WHEREOF, Assignor has caused this Assignment to be duly executed
on the date first written above.
Attest: DIMENSIONAL MARKETING
CONCEPTS, INC.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxx Xxxxxx
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Title: CEO Title: President
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CORPORATE SEAL
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ACKNOWLEDGEMENT
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STATE OF FLORIDA :
: SS.
COUNTY OF XXXXXX :
Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this 3rd day of December, 2001, personally appeared Xxxxxxx
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Xxxxxx, to me known personally, and who, being by me duly sworn, deposes and
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says that he is the President of Dimensional Marketing Concepts, Inc., a Florida
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corporation, and that the seal affixed to the foregoing instrument is the
corporate seal of said corporation, and that said instrument was signed and
sealed on behalf of said corporation by authority of its Board of Directors, and
that he acknowledged said instrument to be the free act and deed of said
corporation.
Xxxxx Xxxxxxx
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Notary Public
My Commission Expires:
[notary public seal]
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