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Further acknowledges that the Trademark and all existing and/or future goodwill

ID: 2649307 • Letter: F

Question

Further acknowledges that the Trademark and all existing and/or future goodwill improvement and/or development and/or any other Trademark, in any way deriving from or developed, including without limitation, trademarks, patents, copyrights, whether by X or any employee and/or independent contractor employed by X, are and will be the sole and exclusive property of Roberto. Furthermore, X shall execute or shall cause its employees and/or independent contractors, subcontractors, if any, and any other party lawfully having access to the Trademark for any reason whatsoever where necess ary, as the case may be, to execute the appropriate instrument acknowledging that such Trademark is the sole and exclusive property of Roberto and transferring, to the fullest extent permitted under and in accordance with all applicable laws, any and all of its or their rights therein to Roberto.

Can someone please explain to me in most simple way what this paragraph means?? Please help me. Thank You!

Explanation / Answer

The above mentioned words are written to transfer the Intellectual Property rights by Mr.X to Mr.Roberto. Intellectual property means Intangible Assets. Line by line explanation is as follows:

1) Trademark and all existing and/or future goodwill improvement and/or development and/or any other Trademark, in any way deriving from or developed, including without limitation, trademarks, patents, copyrights, whether by X or any employee and/or independent contractor employed by X, are and will be the sole and exclusive property of Roberto.

Explanation - In these lines, Agreement is transferring all the Existing and Future Intellectual property without any limits to Mr. Roberto whether developed by anyone, i.e., by Mr.X himself or by his employees or by his contractors.

2) X shall execute or shall cause its employees and/or independent contractors, subcontractors, if any, and any other party lawfully having access to the Trademark for any reason whatsoever where necess ary, as the case may be, to execute the appropriate instrument acknowledging that such Trademark is the sole and exclusive property of Roberto and transferring, to the fullest extent permitted under and in accordance with all applicable laws, any and all of its or their rights therein to Roberto.

Explanation - Now, just read the bold words in continuation and after that this explanation. It is being written that Mr.X will execute an appropriate instrument and will instruct its employees, contractors, sub-contractors to transfer the Intellectual property rights to Mr. Roberto. Here, appropriate instrument is referring to the legal document appropriate to enforce such transfer.

Remaining words are just the supporting ones. The real meaning of the given paragraph is what explained above.