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[EXECUTION COPY] AGREEMENT TO ASSIGN TRADEMARK RIGHTS AND LIMITED CONSENT TO USE CENTEX TRADEMARKS

IP Intellectual Property License Assignment Agreement

[EXECUTION COPY] AGREEMENT TO ASSIGN TRADEMARK RIGHTS AND LIMITED CONSENT TO USE CENTEX TRADEMARKS | Document Parties: CAVCO INDUSTRIES INC You are currently viewing:
This IP Intellectual Property License Assignment Agreement involves

CAVCO INDUSTRIES INC

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Title: [EXECUTION COPY] AGREEMENT TO ASSIGN TRADEMARK RIGHTS AND LIMITED CONSENT TO USE CENTEX TRADEMARKS
Governing Law: Texas     Date: 5/24/2004

[EXECUTION COPY] AGREEMENT TO ASSIGN TRADEMARK RIGHTS AND LIMITED CONSENT TO USE CENTEX TRADEMARKS, Parties: cavco industries inc
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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


 
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