Copyright Assignment Agreement: Definition, Terms, Example
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What is a Copyright Assignment Agreement?
A copyright assignment agreement is a legal document transferring the ownership and rights of a specific creative work or works. A copyright assignment agreement protects the rights of parties involved by clarifying and providing a record of ownership of a work, especially in the event of a transfer.
Notarization of a copyright assignment agreement is not legally required, but it is always a good idea to get an agreement like this notarized. Copyright assignment agreements can cover works such as writing or artwork and are sometimes known as a sales agreement for copyright.
Common Sections in Copyright Assignment Agreements
Below is a list of common sections included in Copyright Assignment Agreements. These sections are linked to the below sample agreement for you to explore.
Copyright Assignment Agreement Sample
Exhibit 10.15
Execution Copy
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This Intellectual Property Assignment Agreement (“Agreement”) is entered into as of September 20, 2016 (the “Effective Date”), by and among CBI Distributing Corp., a corporation organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“CBI”), Claire’s Stores, Inc., a Florida Corporation, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“Claire’s Stores”) (solely with respect to Sections 4.1 and 5), and CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“Holdings”). CBI and Holdings are collectively referred to throughout this Agreement as the “Parties.”
A. CBI is the owner of all right, title, and interest in and to the IP Assets (as defined below) as well as 100% of the equity of Holdings.
B. CBI is a wholly-owned subsidiary of Claire’s Stores.
C. Holdings desires to acquire all rights in and to the IP Assets and CBI desires to assign such rights to Holdings as a contribution to the capital of Holdings.
D. CLSIP LLC desires to acquire all rights in and to the IP Assets and Holdings desires to assign such rights to CLSIP LLC as a contribution to the capital of CLSIP LLC contemporaneously herewith, pursuant to a separate Intellectual Property Assignment Agreement entered into by and between Holdings and CLSIP LLC (the “CLSIP Agreement”).
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained in this Agreement, and for good and valuable consideration, the receipt and adequacy of which is acknowledged, the Parties agree as follows:
1. Definitions. In this Agreement the following capitalized terms shall have the meanings specified in this Section 1.
1.1 “Business” shall mean the specialty retail business operated under the CLAIRE’S and ICING trademarks for young women, teenagers, “tweens” and children, as such is operated today and may be operated in the future.
1.2 “Business IP” shall mean all Intellectual Property Rights other than the Claire’s Marks, Icing Marks, Domain Names and Mobile Application Agreement that are used or held for use by the CBI Parties in connection with the operation of the Business.
1.3 “CBI Claire’s Marks” shall mean an undivided 82.5% retained ownership interest in and to the US Claire’s Marks and all (i.e., 100%) right, title and interest in and to the Non-US Claire’s Marks.
1.4 “CBI Parties” shall mean CBI and its affiliates, and their successors, assigns or designees; in each case, specifically excluding Holdings and CLSIP LLC.
1.5 “Claire’s Marks” shall mean the US Claire’s Marks and the Non-US Claire’s Marks.
1.6 “Claire’s Parties” shall mean Claire’s Stores, CBI, BMS Distributing Corp., Claire’s Boutiques, Inc., Claire’s Puerto Rico Corp., Claire’s Stores Canada Corp., and CSI Canada LLC, and their successors, assigns or designees.
1.7 “Domain Name” shall mean the Internet domain names listed on Exhibit A.
1.8 “Icing Marks” shall mean the US Icing Marks and the Non-US Icing Marks.
1.9 “Intellectual Property Rights” shall mean any patent, trademark, service mark, tagline, trade dress, copyright, design, trade name, business name, domain name, any registration or application for registration for any of the foregoing, any related rights and any associated goodwill, database right, rights in inventions, know-how, trade secret, rights in confidential information, rights of publicity, moral rights, or any similar or equivalent rights in any part of the world, including the right to enforce and recover damages for the infringement or misappropriation of any of the foregoing, and all copies and tangible embodiments of the foregoing.
1.10 “IP Assets” shall mean the Holdings US Claire’s Marks (as defined in Section 2.1 below), US Icing Marks, Domain Names, and Mobile Application Agreement that in each case Holdings shall own after the execution of this Agreement by both Parties.
1.11 “Mobile Application Agreement” shall mean the Customer Agreement between CBI and PredictSpring, Inc., dated April 6, 2015, attached as Exhibit B, pursuant to which PredictSpring, Inc. licenses to CBI the mobile application marketed under the CLAIRE’S Marks and used in connection with the Business.
1.12 “Non-US Claire’s Marks” shall mean all marks covered by the registrations and applications for registration for the CLAIRE’S trademark or any variation of the CLAIRE’S trademark (including, but not limited, to any marks that include the word CLAIRE’S with other words), and all common law rights in the same and the associated goodwill, anywhere in the world outside of the United States, including any new variations of these marks that may be later adopted by the CBI Parties and used or registered outside of the United States, it being understood that the foregoing may relate to the same trademarks that are the subject of the federal registrations or applications for federal registration listed on Exhibit A and that are considered US Claire’s Marks.
1.13 “Non-US Icing Marks” shall mean all marks covered by the registrations and applications for registration for the ICING trademark or any variation of the ICING trademark, including any common law rights in the same and the associated goodwill, anywhere in the world outside of the United States, including any new variations of these marks that may be later adopted by the CBI Parties and used or registered outside of the United States, it being understood that the foregoing may relate to the same trademarks that are the subject of the federal registrations listed on Exhibit A and that are considered US Icing Marks.
1.14 “Retained IP” shall mean the CBI Claire’s Marks, the Non-US Icing Marks, and the Business IP.
1.15 “US Claire’s Marks” shall mean the CLAIRE’S marks covered by the United States federal registrations listed on Exhibit A, any existing variation of these marks as used in the United States, all common law rights in the United States to same, and the associated goodwill, and any new variations of these marks that may be later adopted by the Claire’s Parties and used or registered in the United States.
1.16 “US Icing Marks” shall mean the ICING marks covered by the United States federal registrations listed on Exhibit A, any existing variation of these marks as used in the United States and all common law rights in the United States to same, and the associated goodwill, and any new variations of these marks that may be later adopted by the Parties or any other Claire’s Party and used or registered in the United States during the Term; provided, however, that none of the foregoing includes the US Claire’s Marks or the Non-US Icing Marks.
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2. Assignment and Assumption.
2.1 CBI sells, transfers, conveys and assigns to Holdings, free and clear of all claims, liens, and encumbrances, an undivided 17.5% ownership interest in and to the US Claire’s Marks (the “Holdings US Claire’s Marks”), including without limitation a corresponding, proportional and joint interest in: (i) the goodwill associated with the business symbolized by the US Claire’s Marks and (ii) any rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the US Claire’s Marks.
2.2 CBI sells, transfers, conveys and assigns to Holdings, free and clear of all claims, liens, and encumbrances, any and all of CBI’s right, title, and interest in and to the US Icing Marks, including without limitation all goodwill associated with the business symbolized by the US Icing Marks and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the US Icing Marks.
2.3 CBI sells, transfers, conveys and assigns to Holdings, free and clear of all claims, liens, and encumbrances, any and all of CBI’s right, title, and interest in and to the Domain Names, and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the Domain Names.
2.4 CBI sells, transfers, conveys and assigns to Holdings, free and clear of all claims, liens, and encumbrances, any and all of CBI’s right, title and interest in and to the Mobile Application Agreement, and Holdings hereby accepts such assignment and assumes all of CBI’s duties and obligations under the Mobile Application Agreement, and Holdings shall pay, perform and discharge, as and when due, all of the obligations of CBI under the Mobile Application Agreement accruing on and after the Effective Date.
2.5 For the sake of clarity, no right, title, and interest in and to the Retained IP is being sold, transferred, conveyed or assigned to Holdings pursuant to this Agreement. As between the Parties, all right, title and interest in and to the Retained IP shall be exclusively owned by the CBI.
3. Additional Undertakings.
3.1 US Claire’s Marks.
3.1.1 CBI shall not challenge, or assist any third party to challenge, Holdings’ ownership of the Holdings US Claire’s Marks assigned pursuant to this Agreement.
3.1.2 Each Party acknowledges that the US Claire’s Marks are owned jointly by the Parties, with Holdings owning an undivided 17.5% ownership interest in and to the US Claire’s Marks, and CBI owning an undivided 82.5% ownership interest in and to the US Claire’s Marks. Neither Party shall challenge, nor assist any third party to challenge, (i) the other Party’s ownership interest in the jointly owned US Claire’s Marks, (ii) the validity of the jointly owned US Claire’s Marks, or (iii) the jointly owned United States federal registrations or applications for federal registration for the US Claire’s Marks, whether in existence as of the Effective Date or thereafter. Further, each Party, as joint owners of the US Claire’s Marks, shall work in good faith and cooperate to take commercially reasonable measures with respect to such joint ownership.
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3.2 US Icing Marks.
3.2.1 CBI shall not challenge, or assist any third party to challenge, Holdings’ exclusive ownership of the US Icing Marks, the validity of US Icing Marks, or the United States federal registrations or applications for federal registration for the US Icing Marks, whether in existence as of the Effective Date or thereafter.
3.2.2 CBI shall assign, transfer and convey to Holdings any rights in the US Icing Marks that it may obtain or that may vest in CBI after the Effective Date, and CBI shall execute any documents reasonably requested by Holdings to accomplish, confirm or record such assignment, transfer and conveyance.
3.2.3 CBI shall not directly or indirectly seek to register the US Icing Marks or any mark or other designation confusingly similar to the US Icing Marks in the United States, or use the US Icing Marks or any mark or other designation confusingly similar to the US Icing Marks in the United States in any manner, except with Holdings’ approval. For the sake of clarity, the CBI Parties may freely seek additional registrations for the Non-US Icing Marks outside of the United States and may use the Non-US Icing Marks outside of the United States in their sole discretion.
3.2.4 Notwithstanding Holdings’ right, title and interest in and to the US Icing Marks, Holdings shall not directly or indirectly seek to use or register the Icing Marks or any designation confusingly similar to the Icing Marks outside the United States without CBI’s prior written consent.
3.3 Domain Names.
3.3.1 CBI shall not challenge, or assist any third party to challenge, Holdings’ exclusive ownership of the Domain Names, or the validity of the registrations for the Domain Names assigned pursuant to this Agreement.
3.4 Mobile Application Agreement.
3.4.1 CBI shall not challenge, or assist any third party to challenge, Holdings’ rights as CBI’s assignee under the Mobile Application Agreement.
3.4.2 Holdings shall assume all of CBI’s duties and obligations under the Mobile Application Agreement, and unless otherwise agreed to by the Parties in writing, Holdings shall pay, perform and discharge, as and when due, all of the obligations of CBI under the Mobile Application Agreement accruing on and after the Effective Date.
3.5 Retained IP.
3.5.1 Holdings shall not challenge, or assist any third party to challenge, the CBI Parties’ exclusive ownership of or right to use the Retained IP, any common law or similar rights in and to the Retained IP, or the validity of any registrations or applications for registration for the Retained IP. As between the Parties, all right, title and interest in and to the Business IP belongs to CBI, and any use Holdings makes of the Business IP will not confer any ownership rights upon Holdings. Any goodwill generated by Holdings’ use of the Business IP shall inure to the sole benefit of CBI. Holdings shall assign, transfer and convey to CBI (or another CBI Party at CBI’s direction) any rights in the Business IP that Holdings may obtain or that may vest in Holdings, and Holdings shall execute any documents reasonably requested by CBI to accomplish, confirm or record such assignment, transfer and conveyance.
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3.5.2 All right, title and interest in and to the Non-US Claire’s Marks belongs to the CBI Parties, and any use the CBI Parties make of the Non-US Claire’s Marks outside of the United States will not confer any ownership rights upon Holdings. Any goodwill generated by a CBI Party’s use of the Non-US Claire’s Marks shall inure to the sole benefit of such CBI Party. For the sake of clarity, and notwithstanding Holdings’ right, title and interest in and to the Holdings US Claire’s Marks, (a) Holdings acknowledges that it does not own any right, title or interest in and to the Non-US Claire’s Marks, which right, title and interest are wholly owned by the CBI Parties; (b) Holdings shall assign, transfer and convey to CBI (or another CBI Party at CBI’s direction) any rights in the Non-US Claire’s Marks which may be obtained by or may vest in Holdings; and (c) Holdings shall execute any documents reasonably requested by CBI to accomplish, confirm or record such assignment, transfer and conveyance.
3.5.3 All right, title and interest in and to the Non-US Icing Marks belongs to the CBI Parties, and any use the CBI Parties make of the Non-US Icing Marks outside of the United States will not confer any ownership rights upon Holdings. Any goodwill generated by a CBI Party’s use of the Non-US Icing Marks shall inure to the sole benefit of such CBI Party. For the sake of clarity, and notwithstanding Holdings’ right, title and interest in and to the US Icing Marks, (a) Holdings acknowledges that it does not own any right, title or interest in and to the Non-US Icing Marks, which right, title and interest are wholly owned by the CBI Parties; (b) Holdings shall assign, transfer and convey to CBI (or another CBI Party at CBI’s direction) any rights in the Non-US Icing Marks which may be obtained by or may vest in Holdings; and (c) Holdings shall execute any documents reasonably requested by CBI to accomplish, confirm or record such assignment, transfer and conveyance.
3.6 Ancillary Agreements.
3.6.1 CBI shall, contemporaneously with the execution of this Agreement, execute the Confirmatory Claire’s Trademark Assignment Agreement that is attached as Exhibit C and record the executed document with the United States Patent and Trademark Office in an effort to have record title for the United States federal registrations for the US Claire’s Marks listed on Exhibit A updated to reflect the joint ownership of the Parties.
3.6.2 CBI shall, contemporaneously with the execution of this Agreement, execute the Confirmatory Icing Trademark Assignment Agreement that is attached as Exhibit D and record the executed document with the United States Patent and Trademark Office in an effort to have record title for the United States federal registrations for the US Icing Marks listed on Exhibit A updated to reflect Holdings’ ownership.
3.6.3 CBI shall, contemporaneously with the execution of this Agreement, execute the Confirmatory Domain Name Assignment Agreement that is attached as Exhibit E, and shall perform any additional actions reasonably requested by Holdings to effect the transfer of the Domain Names to Holdings, including without limitation arranging for the Domain Names to be unlocked by CBI’s registrar (or registrars) in preparation for their transfer to Holdings, and providing Holdings with the authorization codes that Holdings may need to initiate the transfer of the Domain Names to Holdings.
3.7 Further Assurances.
3.7.1 Each Party shall promptly execute, acknowledge and deliver, at the reasonable request of the other Party, such additional documents, instruments, conveyances and assurances and take such further actions as such other Party may reasonably request to carry out the provisions of this Agreement and to give effect to the transactions contemplated by this Agreement.
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4. Representations and Warranties.
4.1 Claire’s Stores and CBI, jointly and severally, represent and warrant to Holdings and to CLSIP LLC, which is an intended third-party beneficiary of this provision, that (a) immediately prior to the execution of this Agreement, CBI was the exclusive owner of all right, title, and interest in and to the IP Assets, and CBI’s exclusive rights in and to the IP Assets were not subject to any dispute or challenge initiated by another person; (b) each of the assignment of the IP Assets from CBI to Holdings as an equity contribution, and the subsequent assignment of the IP Assets from Holdings to CLSIP LLC as an equity contribution pursuant to the CLSIP Agreement, is for reasonably equivalent value, and is made for fair consideration and in good faith; (c) each of this Agreement and the CLSIP Agreement, including without limitation the assignment of the IP Assets to Holdings and the subsequent assignment of the IP Assets from Holdings to CLSIP LLC, is valid and enforceable in accordance with its terms, including under federal trademark law and other applicable law, and neither Claire’s Stores nor CBI shall challenge the validity or enforceability of this Agreement or the CLSIP Agreement; (d) the provisions of this Agreement, including without limitation the assignment of the IP Assets to Holdings, and the provisions of the CLSIP Agreement, including without limitation the assignment of the IP Assets to CLSIP, are not and were not intended to hinder, delay, or defraud any creditor; (e) Holdings will take the assignment of the IP Assets for fair value and in good faith; and (f) CLSIP will take the assignment of the IP Assets for fair value and in good faith.
4.2 Holdings represents and warrants to the CBI Parties that (a) Holdings will not contest that this Agreement, including without limitation the covenants and undertakings in this Agreement, is valid and enforceable in accordance with its terms, including under federal trademark law and other applicable law; and (b) the provisions of this Agreement, including without limitation the assignment of the IP Assets to Holdings, are not and were not intended to hinder, delay, or defraud any creditor.
4.3 Each party represents and warrants to the other party that: (a) it is duly authorized and licensed to do business and carry out its obligations under this Agreement; (b) it has full power and authority to enter into this Agreement and the execution, delivery and performance of this Agreement has been authorized by all necessary corporate action; and (c) it has obtained all third party consents required to enter into this Agreement and neither the execution, delivery or performance of this Agreement will conflict with or constitute a breach of its certificate of incorporation, charter or by-laws.
5. Disclaimer of Warranties. Except as set forth in Section 4, CBI assigns the IP Assets to Holdings “as is,” and Claire’s Stores and CBI make no warranties of any kind, express or implied, in relation to the IP Assets assigned pursuant to this Agreement. Without limiting the foregoing, Claire’s Stores and CBI expressly disclaim any and all implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
6. Notices. All notices given pursuant to this Agreement shall be in writing and (a) delivered personally; (b) delivered or mailed by registered or certified mail, postage prepaid; or (c) sent by a nationally recognized overnight delivery or courier service, with delivery charges prepaid, and proof of delivery or receipt requested, as follows:
To CBI or Claire’s Stores:
CBI Distributing Corp.
2400 West Central Road
Hoffman Estates, IL 60192
Attn: Stephen Sernett
E-mail: Stephen.Sernett@claires.com
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To Holdings:
CLSIP Holdings LLC
2400 West Central Road
Hoffman Estates, IL 60192
Attn: Stephen Sernett
E-mail: Stephen.Sernett@claires.com
All notices as required here shall be effective upon the earlier of (a) delivery; (b) three days after the mailing; or (c) the next business day if sent by overnight courier.
7. Third Party Beneficiaries. CLSIP LLC is an intended third-party beneficiary of the representations and warranties contained in Section 4.1 of this Agreement. Claire’s Stores and CBI each agree and acknowledge that CLSIP LLC will pledge this Agreement and the CLSIP Agreement, including the representations and warranties contained in Section 4.1 of this Agreement, as collateral to secure the obligations under the CLSIP Credit Agreement of even date herewith.
8. Choice of Law; Choice of Forum. This Agreement, and any dispute arising from this Agreement or the subject matter of this Agreement, shall be governed by the laws of the State of New York, without regard to its conflicts of law principles, and the federal and state courts in the State of New York shall be the sole jurisdiction for resolving all disputes relating to this Agreement. The Parties submit to the jurisdiction of such courts over such a dispute and waive any objection to the propriety or convenience of venue in such courts.
9. No Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.
10. Amendment. This Agreement may only be amended, supplemented or modified, and any of the terms, covenants, representations, warranties or conditions may only be waived, by a written amendment executed by both Parties, or in the case of a waiver, by the Party waiving compliance. Notwithstanding the immediately preceding sentence, this Agreement may not be amended, supplemented or modified, and none of the terms, covenants, representations, warranties or conditions may be waived until after the discharge of all obligations under the CLSIP Credit Agreement of even date herewith, absent the prior written consent of the collateral agent under the CLSIP Credit Agreement. No waiver by either Party of any breach of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement.
11. Severability. If any provision of this Agreement or the application of any such provision to any person, entity or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other persons, entities or circumstances and, to the extent permissible under applicable law, any such invalid, illegal or unenforceable provision shall be deemed amended lawfully to conform with the intent of the Parties.
12. Integration. This Agreement, including the Confirmatory Claire’s Trademark Assignment Agreement attached as Exhibit C, Confirmatory Icing Trademark Assignment Agreement attached as Exhibit D, and Confirmatory Domain Name Assignment Agreement attached as Exhibit E, constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior and/or contemporaneous oral or written negotiations, offers, representations, warranties, and agreements with respect to this subject matter.
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13. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been shown to have been executed by each Party and delivered to the other.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.
| CBI Distributing Corp. | CLSIP Holdings LLC | |||||
| /s/ Stephen Sernett |
/s/ Stephen Sernett | |||||
| Name: Stephen Sernett | Name: Stephen Sernett | |||||
| Title: Vice President and Associate General Counsel |
Title: Vice President, Secretary and General Counsel | |||||
|
Date: September 20, 2016 |
Date: September 20, 2016 | |||||
ACKNOWLEDGED AND AGREED by Claire’s Stores, Inc. solely as to limited representations and warranties that it is giving in Section 4.1 and the disclaimer in Section 5:
| CLAIRE’S STORES, INC. | ||
| /s/ Stephen Sernett | ||
| Name: Stephen Sernett | ||
| Title: Vice President and Associate General Counsel | ||
|
Date: September 20, 2016 | ||
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Exhibit A
| Domain Names | ||
| blingyourbff.com | clairesstores.info | |
| claires.adult | clairesstores.us | |
| claires.biz | clairestores.biz | |
| claires.blackfriday | clairestores.com | |
| claires.boutique | clairestores.info | |
| claires.career | clairestores.us | |
| claires.careers | icing.biz | |
| claires.com | icing.blackfriday | |
| claires.info | icing.boutique | |
| claires.jobs | icing.career | |
| claires.marketing | icing.careers | |
| claires.net | icing.com | |
| claires.org | icing.fashion | |
| claires.porn | icing.info | |
| claires.social | icing.marketing | |
| claires.us | icing.social | |
| claires.xxx (blocked) | icing.us | |
| clairesaccessories.biz | icing.xxx (blocked) | |
| clairesaccessories.com | icingbyclaires.com | |
| clairesaccessories.info | icingice.com | |
| clairesaccessories.us | icings.biz | |
| clairesboutique.biz | icings.info | |
| clairesboutique.info | icings.us | |
| clairesboutique.us | itsatclaires.com | |
| clairesboutiques.biz | secretsantacircle.com | |
| clairesboutiques.com | theicing.biz | |
| clairesboutiques.info | theicing.com | |
| clairesboutiques.us | theicing.info | |
| clairescareers.com | theicing.net | |
| clairesclub.com | theicing.org | |
| clairescorp.com | theicing.us | |
| clairescorporation.com clairesglobalstyle.com clairesglobalstyles.com clairesinc.com clairesint.com clairesmail.com clairesmail.net clairesmail.org clairespromstyle.com clairesretail.com clairessa.com clairesstores.biz |
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US Claire’s Marks1
| Country |
Trademark |
Status |
App. No. |
App. Date |
Reg. No. |
Reg. Date |
Class/Goods | |||||||
| United States of America | ...IT’S AT CLAIRE’S | Registered | 77/883682 | 01-Dec-2009 | 3817929 | 13-Jul-2010 | 35 Int. Retail store services featuring jewelry, clothing, cosmetics, toiletries, hair goods and accessories, namely, hand bags, shoes, hats, belts, wallets, eyeglass cases, key chains, jewelry boxes, desk accessories, cell phone accessories, pet accessories | |||||||
| United States of America | CLAIRE’S | Registered | 78/975449 | 04-Nov-2003 | 2908859 | 07-Dec-2004 | 16 Int. Stationary, notebooks, address books, diaries, temporary tattoos, photo albums. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975445 | 31-Jul-2002 | 2951866 | 17-May-2005 | 03 Int. Cosmetics, namely lip gloss wands, lipstick, hair dyes, blush, antiperspirants, perfume balm, powder having reflective qualities for topical application to the skin or hair for cosmetic purposes, bath and body gels, bath and body lotions, nail polish, hair lotions. | |||||||
| United States of America | CLAIRE’S | Registered | 74/517854 | 28-Apr-1994 | 1925359 | 10-Oct-1995 | 14 Int. Jewelry, namely earrings, necklaces, rings, bracelets, ornamental pins, and hair ornaments. | |||||||
| United States of America | CLAIRE’S | Registered | 74/517853 | 28-Apr-1994 | 1890335 | 18-Apr-1995 | 42 Int. Retail store services featuring ladies’ clothing accessories and jewelry. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975454 | 31-Jul-2002 | 2925470 | 08-Feb-2005 | 25 Int. Clothing, namely socks, hats, gloves, shirts. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975452 | 31-Jul-2002 | 2967212 | 12-Jul-2005 | 20 Int. Containers made primarily of plastic for holding trinkets and coins. | |||||||
| United States of America | CLAIRE’S | Registered | 74/518090 | 28-Apr-1994 | 1929317 | 24-Oct-1995 | 05 Int. Ear drops for application on pierced ears. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975382 | 01-Jul-2003 | 2974652 | 19-Jul- 2005 | 35 Int. Issuing gift certificates which may be redeemed for goods. | |||||||
| United States of America | CLAIRE’S | Registered | 78/589527 | 17-Mar-2005 | 3319826 | 23-Oct-2007 | 03 Int. Personal care items, namely, razors, razor blades, shaving creams and foams, depilatories, fragrance, toothpaste, tooth brushes, dental floss, tooth whitener, mouthwash, breath fresheners, and make-up remover cleansers. | |||||||
| United States of America | CLAIRE’S | Registered | 78/149317 | 31-Jul-2002 | 3190839 | 02-Jan-2007 | 35 Int. retail store services dealing in notions, cosmetics, jewelry, stationery products, hair goods, clothing accessories and the like primarily for women and girls | |||||||
| United States of America | CLAIRE’S | Registered | 78/975446 | 31-Jul-2002 | 2908857 | 07-Dec-2004 | 09 Int. Cell phone holders. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975448 | 31-Jul-2002 | 2996103 | 13-Sep-2005 | 14 Int. jewelry, belly chains, bracelets, toe rings, body clips, ear cuffs, earring holders. | |||||||
| 1 | Pursuant to this Agreement, CBI sells, transfers, conveys and assigns to Holdings an undivided 17.5% ownership interest in and to the US Claire’s Marks, including the federal registrations set forth on this Exhibit A. Holdings acknowledges that CBI has retained and shall continue to own an undivided 82.5% ownership interest in and to the US Claire’s Marks, including the federal registrations set forth on this Exhibit A. |
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| United States of America | CLAIRE’S | Registered | 78/975453 | 04-Nov-2003 | 2900024 | 02-Nov-2004 | 24 Int. Pillows, pillow cases. | |||||||
| United States of America | CLAIRE’S | Registered | 78/269386 | 01-Jul- 2003 | 2978984 | 26-Jul-2005 | 16 Int. stationery | |||||||
| United States of America | CLAIRE’S | Registered | 74/512656 | 14-Apr-1994 | 1891172 | 25-Apr-1995 | 25 Int. Women’s stockings | |||||||
| United States of America | CLAIRE’S | Registered | 78/975455 | 31-Jul-2002 | 2908861 | 07-Dec-2004 | 26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, claw clips, head wraps. | |||||||
| United States of America | CLAIRE’S & CIRCLE A Design | Registered | 76/064166 | 06-Jun- 2000 | 2623039 | 24-Sep-2002 | 35 Int. Retail store services dealing in men and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing, women’s clothing accessories, namely, handkerchiefs, scarves, jewelry, hair bands, hair goods, cosmetics, and perfumes. | |||||||
| United States of America | CLAIRE’S ACCESSORIES |
Registered | 74/619578 | 10-Jan-1995 | 1956047 | 13-Feb-1996 | 42 Int. Retail store services featuring ladies accessories. | |||||||
| United States of America | CLAIRE’S ACCESSORIES |
Registered | 74/586876 | 18-Oct-1994 | 1946557 | 09-Jan-1996 | 42 Int. Retail store services featuring ladies clothing accessories and jewelry. | |||||||
| United States of America | CLAIRE’S ACCESSORIES & CIRCLE A Design | Registered | 75/331385 | 28-Jul-1997 | 2294937 | 30-Nov-1999 | 35 Int. Retail store services dealing with men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing including women’s clothing, perfumes, hair goods and handkerchiefs. | |||||||
| United States of America | CLAIRE’S BOUTIQUES & Design | Registered | 73/653581 | 06-Apr-1987 | 1514045 | 22-Nov-1988 | 42 Int. Retail store services for the sale of lady accessories. | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/975466 | 09-Oct-2002 | 2908866 | 07-Dec-2004 | 18 Int. Bags, namely, backpacks, tote bags and wallets. | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/975462 | 09-Oct-2002 | 2908863 | 07-Dec-2004 | 09 Int. Sunglasses; telephones. | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/975461 | 09-Oct-2002 | 2908862 | 07-Dec-2004 | 03 Int. Cosmetics. | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/172438 | 09-Oct-2002 | 2908191 | 07-Dec-2004 | 26 Int. hair goods, namely, clips, hair bows, ponytail twisters, hair bands, hair claws, snap clips, snap tops, salon clips, bobby pins; artificial flower bridal bouquets | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/554003 | 26-Jan-2005 | 3343775 | 27-Nov-2007 | 35 Int. Retail services featuring notions, cosmetics, jewelry, hair care products, hair goods, clothing and accessories, toiletry products, jewelry, stationery products, automobile accessories, removable tattoos, pillows, pillow cases, cell phone holders, furniture accessories, inflatable furniture, incense, incense holders, incense sticks and cones, candles, containers for trinkets and coins, toys, bags, wallets, key chains, sunglasses, stockings, personal care items | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/975464 | 09-Oct-2002 | 2908865 | 07-Dec-2004 | 14 Int. Tiaras, jewelry, earrings, necklaces, bracelets, and bracelets, necklaces and earrings sold in combination. | |||||||
12
| United States of America | CLAIRE’S CLUB | Registered | 78/975469 | 09-Oct-2002 | 2908868 | 07-Dec-2004 | 25 Int. Hair goods, namely, bridal veils, floral head wreaths, headbands, head wraps, head scarves; apparel, namely, gloves, boas, footwear; slippers; flip flops; dress up shoes; dresses, capes, baseball hats and caps, visors, cowboy hats, socks belts. | |||||||
| United States of America | CLAIRE’S ETC. | Registered | 75/057738 | 14-Feb-1996 | 2065959 | 27-May-1997 | 42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tatoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and handkerchiefs. | |||||||
| United States of America | CLAIRE’S ETC. | Registered | 75/079178 | 27-Mar-1996 | 2064149 | 20-May-1997 | 42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and handkerchiefs. | |||||||
| United States of America | CLAIRE’S Logo | Registered | 77/560510 | 02-Sep-2008 | 3602239 | 07-Apr-2009 | 35 Int. Retail store services featuring clothing, accessories and jewelry. | |||||||
| United States of America | CLAIRE’S OUTLET |
Registered | 85/872707 | 11-Mar-2013 | 4610591 | 23-Sep-2014 | 35 Int. Retail store services featuring jewelry, notions, cosmetics, hair goods, clothing accessories, stationery products and the like | |||||||
| United States of America | SECRET SANTA CIRCLE | Registered | 85/173806 | 10-Nov-2010 | 4005371 | 02-Aug-2011 | 35 Int. Providing online retail store services featuring clothing and fashion accessories via a website that has a specific feature that allows users to give and receive purchases through anonymousgift exchanges | |||||||
| United States of America | SENSITIVE SOLUTIONS |
Registered | 74/646373 | 13-Mar-1995 | 1951435 | 23-Jan-1996 | 14 Int. Jewelry. | |||||||
| United States of America | ICING BY CLAIRE’S | Registered | 78/618255 | 04-Apr-2005 | 3050863 | 01-Jan-2006 | 35 Int. Retail store services dealing in women’s clothing and accessories | |||||||
13
US Icing Marks
| Country |
Trademark |
Status |
App. No. |
App. Date |
Reg. No. |
Reg. Date |
Class/Goods | |||||||
| United States of America | ICING | Registered | 77/473939 | 14-May-2008 | 3743653 | 02-Feb-2010 | 03 Int. Cosmetics, namely, nail polish, lip color, lip gloss, foundation, blush, eyeliner, cosmetic pencils, eye shadow, mascara, face powders, bronzers; fragrances, all sold exclusively in Icing by Claire’s stores
09 Int. Sunglasses; cellular phone cases. 14 Int. Jewelry, namely, earrings; necklaces; bracelets; rings; ornamental pins; watches; charms; jewelry cases.
18 Int. for Clutch purses; cosmetic cases sold empty; handbags, key cases; purses; shoulder bags; coin purses; leather key chains; imitation leather key chains; wallets.
20 Int. Picture frames; non-metal and non-leather key-chains
25 Int. Clothing, namely socks, hats, gloves, shirts; footwear; head scarves
26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, hair ornaments in the nature of hair wraps, hair pins, hair clips
35 Int. Retail store services featuring jewelry, women’s clothing, purses, accessories, footwear, cosmetics, picture frames | |||||||
| United States of America | ICING OUTLET |
Registered | 85/872705 | 11-Mar-2013 | 4544654 | 03-Jun-2014 | 35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories, and stationery products. | |||||||
| United States of America | ICING STYLIZED |
Registered | 85/831738 | 24-Jan-2013 | 4610511 | 23-Sep-2014 | 03 Int. Soap; bath lotions; cleaning preparations, excluding hair care preparations; shoe cream; leather cleaning preparations; emery paper; pumice stones for personal use; perfumery; cosmetics; cosmetics kits and makeup kits comprised of lipstick, lip gloss, lip liner, eye shadow, makeup palettes, eyeliner, blush, face powder and foundations; makeup; non-medicated toiletries; perfumes; lipstick; lip gloss; nail polish; rouge; depilatories; shaving preparations; make-up removal preparations; antiperspirants; incense; air fragrancing preparations; powder having reflective qualities for topical application to the skin or hair for cosmetic purposes; nail stickers
09 Int. Sunglasses; telephones; compact discs and optical discs featuring music and music videos; cell phone straps; telephone covers not made of paper; cell phone holders; DVDs featuring music and music videos.
14 Int. Jewelry, rings, necklaces, bracelets, earrings, tiaras, belly chains, toe rings, body clips, ear cuffs, earring holders, ornamental pins; jewelry brooches.
16 Int. Instructional books relating to hairstyling, personal accessories, fashions and clothing fashions.
18 Int. Handbags; purses; wallets; backpacks; school bags; reusable shopping bags; umbrellas; key cases; vanity cases, not fitted.
21 Int. Hair brushes; combs; large tooth hair combs; mugs, not of precious metal; drinking | |||||||
14
| Country |
Trademark |
Status |
App. No. |
App. Date |
Reg. No. |
Reg. Date |
Class/Goods | |||||||
| glasses; beverage glassware for daily use, including cups as well as plates, pots and glass jars; sponges for household purposes; candlesticks; cosmetic brushes; applicator sticks for applying make-up; wands for applying lip gloss; china ornaments; baskets for domestic use, not of metal; water bottles sold empty; pottery, namely, mugs and bowls; candle holders; incense holders in the nature of incense burners.
25 Int. Clothing, namely, shirts, pants, coats, dresses and pajamas; bathing suits; rainwear; gymnastic shoes; footwear, headwear; stockings; gloves; scarves; belts; sashes.
26 Int. Hair ornaments, brooches for clothing, belt buckles, buttons, hair curlers, other than hand implements, lace and embroidery, ribbons, barrettes, hair bows, hair pins, claw clips, hair ornaments in the nature of hair wraps.
28 Int. Toy animals; board games; dolls; plush toys.
35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories and stationery products. | ||||||||||||||
| United States of America | THE ICING | Registered | 73/642264 | 20-Feb-1987 | 1466727 | 24-Nov-1987 | 42 Int. Retail clothing and clothing accessory store services. | |||||||
| United States of America | THE ICING | Registered | 77/329699 | 14-Nov-2007 | 3461876 | 08-Jul-2008 | 35 Int. Retail store services featuring clothing, accessories and jewelry. | |||||||
| United States of America | THE ICING ACCESSORIES & Design | Registered | 75/201596 | 21-Nov-1996 | 2234841 | 23-Mar-1999 | 35 Int. Retail store services featuring jewelry, women’s clothing and accessories. | |||||||
15
Exhibit B
Mobile Application Agreement
[Attached]
16
PREDICTSPRING, INC.
CUSTOMER AGREEMENT
| Customer: CBI Distributing Corp. | Customer: CBI Distributing Corp. | PredictSpring Inc | ||
| Contact: Brian Thompson Address: 2400 W. Central Rd. Hoffman Estates, IL 60192 |
Contact: Nitin Mangtani Address: 447 Rinconada Court Los Altos, CA 94022 | |||
| Phone: 847.765.1470 | Phone: 650-917-9052 | |||
| Fax: 847-765-7221 | Fax: | |||
| E-Mail: brian.thompson@claires.com | E-Mail:nitin@predictspring.com | |||
| Fees:
• For up to 100,000 app installs across Android and iPhone smart phones, if Customer opts to pay on a monthly basis the fee is $5,000 per month (the “Monthly Payment Option”), and if Customer opts to pay as a one-time upfront payment the total annual fee will be reduced to $50,000 (the “One Time Payment Option”).
• For the Monthly Payment Option, payment is $5000 per month, invoiced for each month on the 7th day of that month.
• For the One Time Payment Option, payment is $50,000 invoiced upon full execution of this Agreement.
• Customer’s Selected Option (Customer to check one of the following):
¨ Monthly Payment Option
x One Time Payment Option
• After the Initial Term (as defined below) Customer’s selected billing/payment option shall always default to the Monthly Payment Option unless or until Customer provides written notice selecting the One Time Payment Option, and at that point the payment of $50,000 will be invoiced for the twelve (12) months beginning on the first day of the calendar month immediately following PredictSpring’s receipt of Customer’s notice. | ||||
| Term:
• One (1) year from the Effective Date (“Initial Term”), with cancellation any time after the Initial Term by either party with at least thirty (30) days prior written notice to the other party. | ||||
This Customer Agreement (“Agreement”) is entered into by and between PredictSpring, Inc. (“PredictSpring”) and the Customer listed above (“Customer”). This Agreement and the Terms and Conditions attached hereto set forth the entire understanding of the parties with respect to the subject matter described herein and constitutes the entire agreement between the parties, which shall be effective as of 416, 2015 (“Effective Date”). There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
| CBI Distributing Corp. | PredictSpring, Inc. | |||||
| By: /s/ Brian Thompson |
By: /s/ Nitin Mangtani | |||||
| Name: Brian Thompson | Name: Nitin Mangtani | |||||
| Title: Group Director Digital | Title: CEO | |||||
TERMS AND CONDITIONS
PREDICTSPRING, INC.
ADDENDUM TO CUSTOMER AGREEMENT
| Customer: CBI Distributing Corp | Contact: James Spencer | |
| Address: | Phone: | |
| E-Mail: james.Spencer@claires.com | ||
Terms and Fees:
| • | $60,000 for up to 200,000 app installs across Android and iPhone devices. |
| • | 1 Year Term from Effective Date |
| • | Platform support for premium features: Instagram Shop-the-Look, Geofencing. |
| • | Payment of $60,000 shall be made within 30 days of signing this agreement. |
This Addendum to Customer Agreement (“Addendum”) is made by and between PredictSpring, Inc. (“PredictSpring”) and CBI Distributing Corp (“Customer”).
This Agreement and the Terms and Conditions are based on the Master Customer Agreement signed between PredictSpring and Customer as parties on April 6th, 2015.
This Agreement shall be effective as of March 31st, 2016 (“Effective Date”). There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
| CBI Distributing Corp | PredictSpring, Inc. | |||||||
| By: | /s/ James Spencer |
By: | /s/ Nitin Mangtani | |||||
| Name: James Spencer Title: Director of Development |
Name: Nitin Mangtani Title: CEO | |||||||
Exhibit C
Confirmatory Claire’s Trademark Assignment Agreement
[Attached]
17
Confirmatory Claire’s Trademark Assignment Agreement
This Confirmatory Claire’s Trademark Assignment Agreement (the “Confirmatory Assignment” is made this 20 day of September, 2016, by CBI Distributing Corp., a corporation organized and existing under the laws of Delaware (“CBI”), in favor of CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware, and having a business address of 2400 West Central Road, Hoffman Estates, IL 60192 (“Holdings”).
A. Pursuant to the Intellectual Property Assignment Agreement executed by the parties on September 20, 2016 (the “Effective Date”), CBI sold, transferred, conveyed, and assigned to Holdings an undivided 17.5% ownership interest in and to the CLAIRE’S marks covered by the United States federal registrations listed on Schedule A, and any existing variation of these marks used solely in the United States and all common law rights to same (the “US Claire’s Marks”), together with a corresponding, proportional and joint interest in the goodwill of the businesses associated therewith; and
B. This Confirmatory Assignment is being executed to confirm and memorialize in writing the earlier transfer of this undivided interest in the US Claire’s Marks.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, CBI confirms having sold, transferred, conveyed, and assigned to Holdings, as of the Effective Date, an undivided 17.5% ownership interest in and to the US Claire’s Marks, including without limitation a corresponding, proportional and joint interest in the goodwill associated with the business symbolized by the US Claire’s Marks and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the US Claire’s Marks. CBI authorizes and requests that the Commissioner of Patents and Trademarks of the United States record Holdings as a joint owner with CBI of the United States federal registrations listed on Schedule A.
IN WITNESS WHEREOF, CBI has executed this Confirmatory Assignment effective as of the Effective Date.
CBI Distributing Corp.
| /s/ Stephen Sernett |
| Name: Stephen Sernett |
| Title: Vice President and Associate General Counsel Date: September 20, 2016 |
18
Schedule A2
| Country |
Trademark |
Status | App. No. | App. Date |
Reg. No. | Reg. Date |
Class/Goods | |||||||
| United States of America | ...IT’S AT CLAIRE’S | Registered | 77/883682 / |
01-Dec-2009 | 3817929 | 13-Jul-2010 | 35 Int. Retail store services featuring jewelry, clothing, cosmetics, toiletries, hair goods and accessories, namely, hand bags, shoes, hats, belts, wallets, eyeglass cases, key chains, jewelry boxes, desk accessories, cell phone accessories, pet accessories | |||||||
| United States of America | CLAIRE’S | Registered | 78/975449 | 04-Nov-2003 | 2908859 | 07-Dec-2004 | 16 Int. Stationary, notebooks, address books, diaries, temporary tattoos, photo albums. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975445 | 31-Jul-2002 | 2951866 | 17-May-2005 | 03 Int. Cosmetics, namely lip gloss wands, lipstick, hair dyes, blush, antiperspirants, perfume balm, powder having reflective qualities for topical application to the skin or hair for cosmetic purposes, bath and body gels, bath and body lotions, nail polish, hair lotions. | |||||||
| United States of America | CLAIRE’S | Registered | 74/517854 | 28-Apr-1994 | 1925359 | 10-Oct-1995 | 14 Int. Jewelry, namely earrings, necklaces, rings, bracelets, ornamental pins, and hair ornaments. | |||||||
| United States of America | CLAIRE’S | Registered | 74/517853 | 28-Apr-1994 | 1890335 | 18-Apr-1995 | 42 Int. Retail store services featuring ladies’ clothing accessories and jewelry. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975454 | 31-Jul-2002 | 2925470 | 08-Feb-2005 | 25 Int. Clothing, namely socks, hats, gloves, shirts. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975452 | 31-Jul-2002 | 2967212 | 12-Jul-2005 | 20 Int. Containers made primarily of plastic for holding trinkets and coins. | |||||||
| United States of America | CLAIRE’S | Registered | 74/518090 | 28-Apr-1994 | 1929317 | 24-Oct-1995 | 05 Int. Ear drops for application on pierced ears. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975382 | 01-Jul-2003 | 2974652 | 19-Jul-2005 | 35 Int. Issuing gift certificates which may be redeemed for goods. | |||||||
| United States of America | CLAIRE’S | Registered | 78/589527 | 17-Mar-2005 | 3319826 | 23-Oct-2007 | 03 Int. Personal care items, namely, razors, razor blades, shaving creams and foams, depilatories, fragrance, toothpaste, tooth brushes, dental floss, tooth whitener, mouthwash, breath fresheners, and make-up remover cleansers. | |||||||
| United States of America | CLAIRE’S | Registered | 78/149317 | 31-Jul-2002 | 3190839 | 02-Jan-2007 | 35 Int. retail store services dealing in notions, cosmetics, jewelry, stationery products, hair goods, clothing accessories and the like primarily for women and girls | |||||||
| United States of America | CLAIRE’S | Registered | 78/975446 | 31-Jul-2002 | 2908857 | 07-Dec-2004 | 09 Int. Cell phone holders. | |||||||
| United States of America | CLAIRE’S | Registered | 78/975448 | 31-Jul-2002 | 2996103 | 13-Sep-2005 | 14 Int. jewelry, belly chains, bracelets, toe rings, body clips, ear cuffs, earring holders. | |||||||
| 2 | Pursuant to this Agreement, CBI sells, transfers, conveys and assigns to Holdings an undivided 17.5% ownership interest in and to the US Claire’s Marks, including the federal registrations set forth on this Schedule A. Holdings acknowledges that CBI has retained and shall continue to own an undivided 82.5% ownership interest in and to the US Claire’s Marks, including the federal registrations set forth on this Schedule A. |
19
| United States of America | CLAIRE’S | Registered | 78/975453 | 04-Nov-2003 | 2900024 | 02-Nov-2004 | 24 Int. Pillows, pillow cases. | |||||||
| United States of America | CLAIRE’S | Registered | 78/269386 | 01-Jul-2003 | 2978984 | 26-Jul-2005 | 16 Int. stationery | |||||||
| United States of America | CLAIRE’S | Registered | 74/512656 | 14-Apr-1994 | 1891172 | 25-Apr-1995 | 25 Int. Women’s stockings | |||||||
| United States of America | CLAIRE’S | Registered | 78/975455 | 31-Jul-2002 | 2908861 | 07-Dec-2004 | 26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, claw clips, head wraps. | |||||||
| United States of America | CLAIRE’S & CIRCLE A Design | Registered | 76/064166 | 06-Jun-2000 | 2623039 | 24-Sep-2002 | 35 Int. Retail store services dealing in men and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing, women’s clothing accessories, namely, handkerchiefs, scarves, jewelry, hair bands, hair goods, cosmetics, and perfumes. | |||||||
| United States of America | CLAIRE’S ACCESSORIES |
Registered | 74/619578 | 10-Jan-1995 | 1956047 | 13-Feb-1996 | 42 Int. Retail store services featuring ladies accessories. | |||||||
| United States of America | CLAIRE’S ACCESSORIES |
Registered | 74/586876 | 18-Oct-1994 | 1946557 | 09-Jan-1996 | 42 Int. Retail store services featuring ladies clothing accessories and jewelry. | |||||||
| United States of America | CLAIRE’S ACCESSORIES & CIRCLE A Design | Registered | 75/331385 | 28-Jul-1997 | 2294937 | 30-Nov-1999 | 35 Int. Retail store services dealing with men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing including women’s clothing, perfumes, hair goods and handkerchiefs. | |||||||
| United States of America | CLAIRE’S BOUTIQUES & Design | Registered | 73/653581 | 06-Apr-1987 | 1514045 | 22-Nov-1988 | 42 Int. Retail store services for the sale of lady accessories. | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/975466 | 09-Oct-2002 | 2908866 | 07-Dec-2004 | 18 Int. Bags, namely, backpacks, tote bags and wallets. | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/975462 | 09-Oct-2002 | 2908863 | 07-Dec-2004 | 09 Int. Sunglasses; telephones. | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/975461 | 09-Oct-2002 | 2908862 | 07-Dec-2004 | 03 Int. Cosmetics. | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/172438 | 09-Oct-2002 | 2908191 | 07-Dec-2004 | 26 Int. hair goods, namely, clips, hair bows, ponytail twisters, hair bands, hair claws, snap clips, snap tops, salon clips, bobby pins; artificial flower bridal bouquets | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/554003 | 26-Jan-2005 | 3343775 | 27-Nov-2007 | 35 Int. Retail services featuring notions, cosmetics, jewelry, hair care products, hair goods, clothing and accessories, toiletry products, jewelry, stationery products, automobile accessories, removable tattoos, pillows, pillow cases, cell phone holders, furniture accessories, inflatable furniture, incense, incense holders, incense sticks and cones, candles, containers for trinkets and coins, toys, bags, wallets, key chains, sunglasses, stockings, personal care items | |||||||
| United States of America | CLAIRE’S CLUB | Registered | 78/975464 | 09-Oct-2002 | 2908865 | 07-Dec-2004 | 14 Int. Tiaras, jewelry, earrings, necklaces, bracelets, and bracelets, necklaces and earrings sold in combination. | |||||||
20
| United States of America | CLAIRE’S CLUB | Registered | 78/975469 | 09-Oct-2002 | 2908868 | 07-Dec-2004 | 25 Int. Hair goods, namely, bridal veils, floral head wreaths, headbands, head wraps, head scarves; apparel, namely, gloves, boas, footwear; slippers; flip flops; dress up shoes; dresses, capes, baseball hats and caps, visors, cowboy hats, socks belts. | |||||||
| United States of America | CLAIRE’S ETC. | Registered | 75/057738 | 14-Feb-1996 | 2065959 | 27-May-1997 | 42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tatoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and handkerchiefs. | |||||||
| United States of America | CLAIRE’S ETC. | Registered | 75/079178 | 27-Mar-1996 | 2064149 | 20-May-1997 | 42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and handkerchiefs. | |||||||
| United States of America | CLAIRE’S Logo | Registered | 77/560510 | 02-Sep-2008 | 3602239 | 07-Apr-2009 | 35 Int. Retail store services featuring clothing, accessories and jewelry. | |||||||
| United States of America | CLAIRE’S OUTLET |
Registered | 85/872707 | 11-Mar-2013 | 4610591 | 23-Sep-2014 | 35 Int. Retail store services featuring jewelry, notions, cosmetics, hair goods, clothing accessories, stationery products and the like | |||||||
| United States of America | SECRET SANTA CIRCLE | Registered | 85/173806 | 10-Nov-2010 | 4005371 | 02-Aug-2011 | 35 Int. Providing online retail store services featuring clothing and fashion accessories via a website that has a specific feature that allows users to give and receive purchases through anonymousgift exchanges | |||||||
| United States of America | SENSITIVE SOLUTIONS |
Registered | 74/646373 | 13-Mar-1995 | 1951435 | 23-Jan-1996 | 14 Int. Jewelry. | |||||||
| United States of America | ICING BY CLAIRE’S | Registered | 78/618255 | 04-Apr-2005 | 3050863 | 01-Jan-2006 | 35 Int. Retail store services dealing in women’s clothing and accessories | |||||||
21
Exhibit D
Confirmatory Icing Trademark Assignment Agreement
[Attached]
22
Confirmatory Icing Trademark Assignment Agreement
This Confirmatory Icing Trademark Assignment Agreement (the “Confirmatory Assignment”) is made this 20 day of September, 2016, by CBI Distributing Corp., a corporation organized and existing under the laws of Delaware (“CBI”), in favor of CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware, and having a business address of 2400 West Central Road, Hoffman Estates, IL 60192 (“Holdings”).
A. Pursuant to the Intellectual Property Assignment Agreement executed by the parties on September 20, 2016 (the “Effective Date”), CBI sold, transferred, conveyed, and assigned to Holdings all of its right, title, and interest in and to the ICING marks covered by the United States federal registrations listed on Schedule A, and any existing variation of these marks used solely in the United States and all common law rights to same (the “US Icing Marks”), together with the goodwill of the businesses associated therewith; and
B. This Confirmatory Assignment is being executed to confirm and memorialize in writing the earlier transfer of the US Icing Marks.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, CBI confirms having sold, transferred, conveyed, and assigned to Holdings, as of the Effective Date, all of CBI’s right, title, and interest in and to the US Icing Marks, including without limitation all goodwill associated with the business symbolized by the US Icing Marks, and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the US Icing Marks. CBI authorizes and requests that the Commissioner of Patents and Trademarks of the United States record Holdings as the owner of the United States federal registrations listed on Schedule A.
IN WITNESS WHEREOF, CBI has executed this Confirmatory Assignment effective as of the Effective Date.
CBI Distributing Corp.
| /s/ Stephen Sernett |
| Name: Stephen Sernett |
| Title: | Vice President and Associate General Counsel | |
|
Date: |
September 20, 2016 |
23
Schedule A
| Country |
Trademark |
Status | App. No. | App. Date |
Reg. No. | Reg. Date |
Class/Goods | |||||||
| United States of America | ICING | Registered | 77/473939 | 14-May-2008 | 3743653 | 02-Feb-2010 | 03 Int. Cosmetics, namely, nail polish, lip color, lip gloss, foundation, blush, eyeliner, cosmetic pencils, eye shadow, mascara, face powders, bronzers; fragrances, all sold exclusively in Icing by Claire’s stores
09 Int. Sunglasses; cellular phone cases.
14 Int. Jewelry, namely, earrings; necklaces; bracelets; rings; ornamental pins; watches; charms; jewelry cases.
18 Int. for Clutch purses; cosmetic cases sold empty; handbags, key cases; purses; shoulder bags; coin purses; leather key chains; imitation leather key chains; wallets.
20 Int. Picture frames; non-metal and non-leather key-chains
25 Int. Clothing, namely socks, hats, gloves, shirts; footwear; head scarves
26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, hair ornaments in the nature of hair wraps, hair pins, hair clips
35 Int. Retail store services featuring jewelry, women’s clothing, purses, accessories, footwear, cosmetics, picture frames | |||||||
| United States of America | ICING OUTLET |
Registered | 85/872705 | 11-Mar-2013 | 4544654 | 03-Jun-2014 | 35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories, and stationery products. | |||||||
| United States of America | ICING STYLIZED |
Registered | 85/831738 | 24-Jan-2013 | 4610511 | 23-Sep-2014 | 03 Int. Soap; bath lotions; cleaning preparations, excluding hair care preparations; shoe cream; leather cleaning preparations; emery paper; pumice stones for personal use; perfumery; cosmetics; cosmetics kits and makeup kits comprised of lipstick, lip gloss, lip liner, eye shadow, makeup palettes, eyeliner, blush, face powder and foundations; makeup; non-medicated toiletries; perfumes; lipstick; lip gloss; nail polish; rouge; depilatories; shaving preparations; make-up removal preparations; antiperspirants; incense; air fragrancing preparations; powder having reflective qualities for topical application to the skin or hair for cosmetic purposes; nail stickers
09 Int. Sunglasses; telephones; compact discs and optical discs featuring music and music videos; cell phone straps; telephone covers not made of paper; cell phone holders; DVDs featuring music and music videos.
14 Int. Jewelry, rings, necklaces, bracelets, earrings, tiaras, belly chains, toe rings, body clips, ear cuffs, earring holders, ornamental pins; jewelry brooches.
16 Int. Instructional books relating to hairstyling, personal accessories, fashions and clothing fashions.
18 Int. Handbags; purses; wallets; backpacks; school bags; reusable shopping bags; umbrellas; key cases; vanity cases, not fitted.
| |||||||
24
| Country |
Trademark |
Status | App. No. | App. Date |
Reg. No. | Reg. Date |
Class/Goods | |||||||
| 21 Int. Hair brushes; combs; large tooth hair combs; mugs, not of precious metal; drinking glasses; beverage glassware for daily use, including cups as well as plates, pots and glass jars; sponges for household purposes; candlesticks; cosmetic brushes; applicator sticks for applying make-up; wands for applying lip gloss; china ornaments; baskets for domestic use, not of metal; water bottles sold empty; pottery, namely, mugs and bowls; candle holders; incense holders in the nature of incense burners.
25 Int. Clothing, namely, shirts, pants, coats, dresses and pajamas; bathing suits; rainwear; gymnastic shoes; footwear, headwear; stockings; gloves; scarves; belts; sashes.
26 Int. Hair ornaments, brooches for clothing, belt buckles, buttons, hair curlers, other than hand implements, lace and embroidery, ribbons, barrettes, hair bows, hair pins, claw clips, hair ornaments in the nature of hair wraps.
28 Int. Toy animals; board games; dolls; plush toys.
35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories and stationery products. | ||||||||||||||
| United States of America | THE ICING | Registered | 73/642264 | 20-Feb-1987 | 1466727 | 24-Nov-1987 | 42 Int. Retail clothing and clothing accessory store services. | |||||||
| United States of America | THE ICING | Registered | 77/329699 | 14-Nov-2007 | 3461876 | 08-Jul-2008 | 35 Int. Retail store services featuring clothing, accessories and jewelry. | |||||||
| United States of America | THE ICING ACCESSORIES & DESIGN | Registered | 75/201596 | 21-Nov-1996 | 2234841 | 23-Mar-1999 | 35 Int. Retail store services featuring jewelry, women’s clothing and accessories. | |||||||
25
Exhibit E
Confirmatory Domain Name Assignment Agreement
[Attached]
26
Confirmatory Domain Name Assignment Agreement
This Confirmatory Domain Name Assignment Agreement (the “Confirmatory Assignment”) is made this 20 day of September, 2016, by CBI Distributing Corp., a corporation organized and existing under the laws of Delaware (“CBI”), in favor of CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware (“Holdings”).
A. Pursuant to the Intellectual Property Assignment Agreement executed by the parties on September 20, 2016 (the “Effective Date”), CBI sold, transferred, conveyed, and assigned to Holdings all of its right, title, and interest in and to the domain names listed on Schedule A (the “Domain Names”); and
B. This Confirmatory Assignment is being executed to confirm and memorialize in writing the earlier transfer of the Domain Names.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, CBI confirms having sold, transferred, conveyed, and assigned to Holdings, as of the Effective Date, all of CBI’s right, title, and interest in and to the Domain Names, and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the Domain Names. CBI authorizes and requests that any applicable Internet domain name registry record Holdings as the owner of the Domain Names listed on Schedule A.
IN WITNESS WHEREOF, CBI has executed this Confirmatory Assignment effective as of the Effective Date.
CBI Distributing Corp.
| /s/ Stephen Sernett |
| Name: Stephen Sernett |
| Title: | Vice President and Associate General Counsel | |
|
Date: |
September 20, 2016 |
27
Schedule A
| blingyourbff.com | clairestores.biz | |
| claires.adult | clairestores.com | |
| claires.biz | clairestores.info | |
| claires.blackfriday | clairestores.us | |
| claires.boutique | icing.biz | |
| claires.career | icing.blackfriday | |
| claires.careers | icing.boutique | |
| claires.com | icing.career | |
| claires. info | icing.careers | |
| claires.jobs | icing.com | |
| claires.marketing | icing.fashion | |
| claires.net | icing.info | |
| claires.org | icing.marketing | |
| claires.porn | icing.social | |
| claires. social | icing.us | |
| claires.us | icing.xxx (blocked) | |
| claires.xxx (blocked) | icingbyclaires.com | |
| clairesaccessories.biz | icingice.com | |
| clairesaccessories.com | icings.biz | |
| clairesaccessories.info | icings.info | |
| clairesaccessories.us | icings.us | |
| clairesboutique.biz | itsatclaires.com | |
| clairesboutique.info | secretsantacircle.com | |
| clairesboutique.us | theicing.biz | |
| clairesboutiques.biz | theicing.com | |
| clairesboutiques.com | theicing.info | |
| clairesboutiques.info | theicing.net | |
| clairesboutiques.us | theicing.org | |
| clairescareers.com | theicing.us | |
| clairesclub.com | ||
| clairescorp.com | ||
| clairescorporation.com | ||
| clairesglobalstyle.com | ||
| clairesglobalstyles.com | ||
| clairesinc.com | ||
| clairesint.com | ||
| clairesmail.com | ||
| clairesmail.net | ||
| clairesmail.org | ||
| clairespromstyle.com | ||
| clairesretail.com | ||
| clairessa.com | ||
| clairesstores.biz | ||
| clairesstores.info | ||
| clairesstores.us |
28
Reference:
Security Exchange Commission - Edgar Database, EX-10.15 16 d437016dex1015.htm INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, Viewed October 13, 2021, View Source on SEC.
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