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EXHIBIT 10.7
[EXECUTION COPY]
AGREEMENT TO ASSIGN TRADEMARK RIGHTS
AND LIMITED CONSENT TO USE CENTEX TRADEMARKS
THIS
AGREEMENT (this "Agreement") is entered into as of June 30, 2003
(the
"Effective Date") by and between Centex
Corporation, a corporation organized
under the laws of the State of Nevada
("Centex"), and Cavco Industries, Inc., a
corporation organized under the laws of the
State of Delaware ("Cavco"). Centex
and Cavco are hereinafter referred to as
the "Parties."
WHEREAS,
the Parties have entered into a Distribution Agreement dated as
of May 30, 2003 (the "Distribution
Agreement"); and
WHEREAS,
as part of the consideration of the Distribution Agreement,
Centex desires to assign, and Cavco desires
to acquire, all right, title, and
interest in and to a number of trademarks
that are owned by Centex.
NOW,
THEREFORE, for and in consideration of the mutual covenants
contained
herein, and for other good and valuable
consideration, receipt of which each
party hereby acknowledges, the Parties
hereby agree as follows:
1. DEFINITIONS
1.1
"Assigned Marks"
means the trademarks listed in Exhibit 1 and all
Intellectual Property Rights therein.
1.2
"Intellectual
Property Rights" means copyrights, patents (including
patent improvements), patent applications,
trade secrets, trademarks, trade
names or service marks, pending trademark
applications or existing trademark
registrations with the United States Patent
and Trademark Office, or other
intellectual property rights (including
common law rights) under applicable law.
2. GRANT OF RIGHTS
2.1
Centex agrees to
assign all of Centex's right, title and interest in
the Assigned Marks to Cavco as set forth in
this Agreement. In order to perfect
such ownership transfer, contemporaneously
with the execution of this Agreement,
Centex has executed a separate assignment
document to be recorded with the
United States Patent and Trademark Office.
Centex shall reasonably cooperate
with Cavco in the filing and prosecution of
the Assigned Marks if necessary.
2.2
Centex promptly
shall deliver to Cavco all documentation pertaining
to the Assigned Marks, including copies of
all correspondence to or from
examining authorities regarding such
Assigned Marks, trademark searches
pertaining to such Assigned Marks, and all
correspondence with any attorney
involved in the preparation and/or
prosecution of the Assigned Marks.
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3. LIMITED CONSENT TO USE
CENTEX TRADEMARK
3.1
As soon as
practicable, and in any event within six (6) months after
the Effective Date, Cavco, at Cavco's
expense, shall remove any and all exterior
and interior signs and identifiers which
refer or pertain to Centex. After such
period, Cavco shall not use or display the
name "Centex" or variations thereof,
or other trademarks, tradenames, logos or
identifiers using such name or
otherwise owned by or licensed to Centex
which have not been assigned or
licensed to Cavco (collectively, the
"Centex Trademarks"), without the prior
written consent of Centex. However, nothing
contained in this