● Trade Assignment Agreement

A Trade Assignment Agreement is a legal document that transfers ownership of a trademark

from one party to another.

● How to Assign a Trademark in India

Here's a simplified guide to the trademark assignment process in India:

1. Agreement:
○ The first step is creating a written agreement between the parties involved.
○ Both parties must sign the agreement, and it should be witnessed, stamped, and
notarized.
2. Application:
○ After signing the agreement, you need to file an application using Form TM-P for
the transfer of the trademark.
○ The application can be filed by the assignor, the assignee, or both together.
○ This application must be submitted within six months from the date of the
agreement.
○ Ensure you attach all necessary documents to the application.
3. Advertisement and Submission:
○ Next, the trademark assignment must be advertised as directed by the registrar of
trademarks.
○ Submit the advertisement copy and the registrar's direction to the registrar's
office.
4. Registration:
○ If everything is in order, the registrar will register the assignee as the new owner
of the trademark.
○ The registrar is responsible for completing the application process within three
months from the application date.

● Let us dissect this agreement and understand the components:

Here’s a breakdown of its components based on the provided image:

1. Title and Effective Date:

○ Title: Clearly states that the document is a "Trademarks Assignment Agreement."
○ Effective Date: Specifies the date on which the agreement takes effect, which is
the 12th day of October 2022, in this case.
2. Parties Involved:
○ Assignor: The party transferring the trademark.
■ Name: Protean Egov Technologies Limited (formerly NSDL e-
Governance Infrastructure Limited).
■ CIN: U72900MH1995PLC095642.
■ Incorporation Date: 27 November 1995.
■ Registered Office: Times Tower, 1st Floor, Kamala Mills Compound,
Senapati Bapat Marg, Lower Parel, Mumbai 400 013, India.
■ Referred as: "Assignor" and includes its successors and permitted
assigns.
○ Assignee: The party receiving the trademark.
■ Name: National Securities Depository Limited.
■ CIN: U74120MH2012PLC230380.
■ Incorporation Act: Companies Act, 2013.
■ Registered Office: 4th Floor, Trade World, "A" Wing, Kamala Mills
Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, India.
■ Referred as: "Assignee" and includes its successors and permitted
assigns.
3. Collective and Individual References:
 ○ The Assignor and Assignee are collectively referred to as "Parties" and
individually as a "Party."

The "WHEREAS" clauses in the Trademarks Assignment Agreement provide the background
and rationale for the agreement. Here’s a detailed breakdown of each component:

A. Background of the Assignor:

● The Assignor is described as a leading IT-enabled solutions company in India.

● It is involved in conceptualizing, developing, and executing critical and large-scale
technology infrastructure projects.
● This establishes the expertise and domain of the Assignor.

B. Background of the Assignee:

● The Assignee is a leading national securities depository in India.

● It is registered under the Depositories Act, 1996.
● The Assignee provides depository and other securities market-related services to
investors and financial institutions since 1996.
● This highlights the Assignee’s experience and field of operation.
C. Ownership of Trademarks:

● The Assignor is the owner and registered proprietor of the Trademarks.

● This clause affirms that the Assignor legally owns the trademarks being transferred.

D. Name Change and New Identity of the Assignor:

● The Assignor’s name has changed from ‘NSDL e-Governance Infrastructure Limited’ to
‘Protean eGov Technologies Limited’ following a shareholders' resolution.
● This change was effective from December 8, 2021.
● The new name represents the full range of products and services offered by the Assignor
and its expansion into new markets, sectors, and geographies.
● The Assignor has adopted a new identity with a new logo and domain names, no longer
using the old trademarks except for certain limited purposes under a Trademark License
Agreement.

E. Continued Use of Trademarks by the Assignee:

● The Assignee and its subsidiaries will continue to use the Trademarks.
● The Assignee has requested the Assignor to transfer all rights in the Trademarks to them.
● This establishes the need for the transfer and the Assignee’s continued interest in the
Trademarks.

F. Agreement to Assign Rights:

● The Assignor has agreed to assign all rights, title, interest in, and to the Trademarks to the
Assignee on an as-is, where-is basis, without recourse.
● The Assignee has agreed to acquire such rights from the Assignor.
● This clause outlines the mutual agreement and terms of the transfer, indicating that the
Assignee accepts the Trademarks in their current state and that the Assignor does not
hold any further obligations.

G. Purpose of the Agreement:

● The clause states the purpose of the agreement: to record the terms for the complete
worldwide and perpetual assignment of the Trademarks from the Assignor to the
Assignee.
Introductory Clause ("NOW THEREFORE"):
● This introduces the main body of the agreement and acknowledges the mutual covenants,
agreements, representations, and warranties, as well as the valuable consideration
received by the Assignor.
● It establishes that the parties agree to the terms outlined in the following sections.

Definitions Section

1. Definitions:

● This section clarifies specific terms used in the agreement to ensure mutual understanding
and avoid ambiguities.

1.1 "Applicable Law":

 ● Defined as any Indian statute, law, regulation, enactments, ordinance, rule, judgment,
order, decree, by-law or approval, rule of common law, or judgment of any authority,
court, or tribunal.
● Includes directives, guidelines, policies, requirements, tax directions, and tax treaties.
● Encompasses listing agreements with stock exchanges and authorizations from or to any
governmental authority or restriction in India.
● This comprehensive definition ensures that any legal reference within the agreement is
clearly understood to include all relevant legal and regulatory frameworks in India.

1.2 "Agreement":

● Refers to the Trademarks Assignment Agreement, including any annexures and schedules
attached to it.
● Also includes any mutually agreed modifications or amendments made in writing after
the execution date of this Agreement.
● This definition ensures that the document is understood as the complete agreement,
inclusive of all its parts and any future amendments.

1.4 "Domain Name Transfer Agreement"

● This term refers to the specific agreement between the Parties concerning the transfer of
domain names (e.g., "nsdl.com" and "nsdl.co.in") from the Assignor to the Assignee.

1.5 "Encumbrances"
 ● This definition covers a broad range of legal claims or interests that might affect the
Trademarks. It includes any pledge, equitable right, title, lien, restriction, charge, benefit,
assignment by way of security, conditional sales contract, hypothecation, right of other
persons, claim, title defect, title retention agreement, interest, option, commitment,
restriction on use, right of set-off, or any arrangement for the purpose of or effect of
granting security, or any other security interest or interest whatsoever. It encompasses
both existing and future claims, fixed or floating, adverse possession, or any other
adverse claim of any kind on the Trademarks.

1.6 "Person"

● This term is defined very broadly to include any individual, sole proprietorship,
unincorporated association, unincorporated organization, body corporate, corporation,
company, partnership, unlimited or limited liability company, joint venture, government
authority, or any other entity or organization.

1.7 "Third Party"

● This refers to any Person who is not a Party to the Agreement.

1.8 "Trademarks"

● This term defines the trademarks themselves, specifically mentioning the inclusion of the
trademarks "NSDL" and related marks, as well as the associated copyright in the creative
works forming part of the trademarks. It includes all marks containing or related to these
trademarks. The definition of "Trademarks" continues to specify that it includes:
○ All variations, translations, and color variations of the trademarks.
○ All taglines used with the trademarks.
○ All applications/registrations relating to the trademarks, including Trademark
Registrations and any related applications/registrations.
○ All claims and liabilities related to the trademarks.
○ All goodwill associated with the Trademark Registrations.
1.9 "Trademark License Agreement"

● This term refers to the specific agreement between the Parties that grants a limited license
to the Trademarks by the Assignee to the Assignor for certain specified uses.

1.10 "Trademark Registrations"

● This term refers to the specific trademark registrations listed in Annexure A of the
agreement. It encompasses all the formal registrations of the trademarks as recognized by
the relevant authorities.
Section 2: ASSIGNMENT
Clause 2.1: Assignment of Trademarks

● Effective Date: The assignment takes effect from a specified date.

● Assignor's Obligations: The Assignor (the current owner of the trademarks) transfers all
rights, titles, and interests in the trademarks to the Assignee (the new owner).
● Perpetuity and Global Scope: This transfer is permanent and applies worldwide.
● As-Is Basis: The transfer is made "as-is" and "where-is," meaning the Assignee accepts
the trademarks in their current state without any guarantees from the Assignor.
● Without Recourse: The Assignor cannot be held liable for any issues related to the
trademarks.
● All Modes and Media: The transfer includes all current and future modes and media.
● Goodwill and Encumbrances: The trademarks are transferred free of any claims or
debts, including the associated goodwill and trademark registrations.

Clause 2.2: Rights Vesting in the Assignee

● Ownership Rights: The Assignee receives all ownership rights to the trademarks.
● Right to Sue: The Assignee can sue for any past, present, or future trademark
infringements.
● Prosecution and Maintenance: The Assignee has the right to enforce and maintain the
trademarks.
● Priority Claims: The Assignee can claim priority from the filing date of any of the
trademarks.
 ● Substitution in Legal Matters: The Assignee stands in the place of the Assignor in all
legal matters related to the trademarks.
● Royalties and Payments: The Assignee receives any royalties or payments due or
payable related to the trademarks.

Clause 2.3: Continuation and Permanence of Assignment

● Continuation of Rights: The assignment of the trademarks remains in effect

permanently with the Assignee.
● No Reversion: The rights will not lapse or revert to the Assignor under any
circumstances.
● Non-exercise of Rights: Even if the Assignee does not exercise any rights to the
trademarks, the assignment remains valid.

Section 3: COVENANTS AND OBLIGATIONS

Covenants and Obligations are promises and duties that the parties involved in a legal
agreement must fulfill. In the context of the provided legal document related to trademark
assignment, these are the specific actions and responsibilities that both the Assignee and
Assignor must undertake to ensure the proper transfer and maintenance of trademark rights.

Clause 3.1: Registration and Documentation

● Pursuant to Clause 2.1: This clause refers to the obligations of the Assignee following
the assignment as described in Clause 2.1.
● Assignee's Responsibilities:
○ Cost: The Assignee must bear all costs associated with these actions.
 ○ Register Assignment: The Assignee must register the assignment of the
trademarks with the relevant Trademarks Registry.
○ Ensure Registration: The Assignee must ensure that their name is entered into
the Trademarks Registry as the registered proprietor.
○ Execute Documents: The Assignee must execute all necessary documents.
○ Perform Required Acts: The Assignee must perform any acts required to give
effect to the assignment of the trademarks.

Clause 3.2: Maintenance of Registrations and Licenses

● Clarification: For the avoidance of doubt, this clause clarifies responsibilities.

● Effective Date: From the effective date of the assignment.
● Assignee's Responsibilities:
○ Maintenance: The Assignee is responsible for maintaining registrations and
licenses related to all trademarks.
○ Compliance: The Assignee must comply with requirements set by relevant
statutory or governmental authorities, including the Trademarks Registry.

Clause 3.3: Assignor's Further Obligations at Assignee's Request

● Assignor's Responsibilities:
○ Request and Cost: The Assignor must act upon the request and at the expense of
the Assignee.
○ Further Acts and Deeds: The Assignor must do, execute, and perform any
additional acts, deeds, and matters as needed.
○ Documents and Materials: The Assignor must deliver all necessary documents
and materials as required.
● Objectives:
○ Vesting of Trademarks: To fully and effectually record the vesting of the
trademarks in the Assignee and perfect the Assignee's title to the trademarks.
○ Enforcement and Protection: To aid in the enforcement or protection of the
Assignee's rights related to the trademarks.

This section ensures that both the Assignee and Assignor understand their ongoing
responsibilities following the assignment of the trademarks, particularly regarding registration,
documentation, and legal compliance.
Clause 3.4: Additional Acts for Cybersquatting and Infringement

● Assignor's Responsibilities:
○ Request and Cost: The Assignor must act at the request and expense of the
Assignee.
○ Further Acts and Deeds: The Assignor must perform any additional actions, sign
deeds, and handle matters necessary for:
■ Cybersquatting: Initiating actions against third parties for cybersquatting.
■ Infringement: Addressing trademark infringement issues related to the
business of the Assignor.

Clause 3.5: Non-Interference and Non-Competition by Assignor

● Assignor's Covenants:
○ No Challenge: The Assignor must not challenge or oppose:
■ Validity of Assignment: The validity of the trademark assignment.
■ Assignee’s Rights: The Assignee’s proprietary rights and title to the
trademarks.
■ Applications or Registrations: Any applications or registrations owned
by the Assignee related to the trademarks.
 ○ No Intellectual Property Claims: The Assignor must not apply for or obtain any
intellectual property registrations (e.g., trademark, copyright, or domain name)
for:
■ Identical or Similar Marks: Any mark that is identical or confusingly
similar to the trademarks.
○ No Usage: The Assignor must not use the trademarks or any part thereof, or any
mark that is identical or confusingly similar to the trademarks, except as allowed
under the Trademark Licensee Agreement.

Clause 3.6: Acknowledgment of Prior Use by Assignee

● Acknowledgment: The Assignor acknowledges that the Assignee has been using the
mark "NSDL" and its variations prior to the effective date of the agreement.

Clause 3.7: Usage of Each Party’s Name and Brand Identity

● Rights of Each Party:

○ Refer to Each Other: Each party can refer to the name of the other party for:
■ Providing Information: Giving information about corporate history,
background, and experience to authorities, regulators, and third parties.
○ Marketing Campaigns: Each party can independently conduct marketing
campaigns related to their respective brand identity, as they deem appropriate.

Clause 4: Consideration
4.1 In consideration of the Assignment under Clause 2.1, the Assignee shall pay to the Assignor
an aggregate amount of INR 10,00,000 (Indian Rupees Ten Lakhs only) excluding all applicable
taxes ("Consideration") on the Effective Date.

● Assignment under Clause 2.1: This refers to a previous clause in the agreement that
details what is being assigned (e.g., rights, trademarks, properties).
● Assignee: The party receiving the assignment.
● Assignor: The party transferring the assignment.
● INR 10,00,000 (Indian Rupees Ten Lakhs only): The amount of money to be paid,
which is 1,000,000 Indian Rupees.
 ● Excluding all applicable taxes: The specified amount does not include any taxes that
may be applicable; taxes will be additional.
● Effective Date: The date on which this agreement or a specific clause of the agreement
becomes effective.

4.2 The payment of Consideration by the Assignee to the Assignor shall be made to its bank
account, details of which shall be provided by the Assignor to the Assignee.

● Payment method: The payment must be made to a bank account.

● Assignor’s responsibility: The Assignor must provide their bank account details to the
Assignee.

4.3 The Assignor acknowledges that the Consideration payable by the Assignee under this
Agreement and the mutual covenants set forth herein, shall constitute full and adequate
consideration for the assignment of the Trademarks in favour of the Assignee.

● Acknowledgment by Assignor: The Assignor confirms that the agreed payment and the
mutual promises within the agreement are sufficient and complete for the assignment.
● Full and adequate consideration: This means that the agreed amount and terms are
sufficient in law to support the agreement.
● Assignment of the Trademarks: The rights to the trademarks are being transferred to
the Assignee.

Clause 5: Representations and Warranties

5.1 Each Party (in respect of itself) represents and warrants to the other Party that the following
representations and warranties are true and accurate in all respects and not misleading in any
respect as on the Effective Date:

● Each Party: Both the Assignee and the Assignor are making these statements.
● In respect of itself: Each party is only making these statements about itself, not about the
other party.
● Represents and warrants: Legally confirms and assures.
 ● True and accurate in all respects: These statements must be completely correct and not
contain any false or misleading information.
● Effective Date: The date when the agreement or these specific clauses become effective.

5.1.1 It has the full power and authority to enter into and perform its obligations under this
Agreement;

● Full power and authority: Each party has the legal right and capability.
● Enter into and perform its obligations: To sign the agreement and fulfill all the
responsibilities and duties outlined in the agreement.

5.1.2 It has taken all actions, obtained all regulatory, corporate, and contractual authorizations,
and submitted all notices or filings required to be submitted, for it to validly enter into this
Agreement and perform all its obligations under this Agreement;

● Taken all actions: Completed all necessary steps.

● Obtained all regulatory, corporate, and contractual authorizations: Secured all
necessary approvals and permissions from relevant authorities, corporate bodies, or other
parties as required.
● Submitted all notices or filings required to be submitted: Filed all required paperwork
and provided all necessary notifications.
● Validly enter into this Agreement: Legally capable of signing the agreement.
● Perform all its obligations under this Agreement: Fulfill all duties and responsibilities
specified in the agreement.
5.1.3 The execution and delivery of, or the performance of obligations under, this Agreement
does not and shall not violate or conflict with the Applicable Law or to any provision of its
constituent documents, or any agreement, contract, promise, covenant, undertaking,
representation or warranty, applicable to or made by it;

● Execution and delivery of the Agreement: Signing and implementing the agreement.
● Performance of obligations under this Agreement: Fulfilling the duties outlined in the
agreement.
● Does not and shall not violate or conflict with Applicable Law: Complies with all
relevant laws.
● Does not and shall not conflict with any provision of its constituent documents: Aligns
with all internal regulations and governing documents.
● Does not and shall not conflict with any agreement, contract, promise, covenant,
undertaking, representation, or warranty: Does not breach any other commitments or
agreements.

5.1.4 This Agreement constitutes legal, valid, and binding obligations, enforceable against it per
its terms.
 ● Constitutes legal obligations: Creates legal duties.
● Valid: Recognized as legitimate by law.
● Binding obligations: Must be adhered to.
● Enforceable against it: Can be legally imposed.

Specific Representations and Warranties Regarding Trademarks (Sections

5.2.1 to 5.2.4)
5.2.1 The Assignor is the registered proprietor of the Trademarks and owns entire right, title, and
interest in the Trademarks and related copyrights and has the right and authority to assign and
transfer the Trademarks to the Assignee, as contemplated under this Agreement;

● Registered proprietor of the Trademarks: Officially listed owner of the trademarks.

● Owns entire right, title, and interest: Holds all ownership rights.
● Related copyrights: Includes associated copyright protections.
● Right and authority to assign and transfer: Legally empowered to transfer ownership.

5.2.2 No licenses or rights in relation to the Trademarks (including under license, settlement or
co-existence agreements), have been granted by the Assignor in favour of any Third Party
anywhere in the world;

● No licenses or rights: Has not granted any usage permissions.

● Including under license, settlement, or co-existence agreements: No agreements allowing
use.
● Granted by the Assignor in favor of any Third Party anywhere in the world: No third-
party rights exist globally.

5.2.3 To the knowledge of the Assignor, the assignment of the Trademarks as contemplated
herein does not violate the rights of (including infringing any Intellectual Property Rights of) any
Third Party;

● To the knowledge of the Assignor: Based on what the Assignor knows.

● Assignment of the Trademarks: Transfer of ownership.
● Does not violate rights: Does not infringe on any rights.
● Including infringing any Intellectual Property Rights of any Third Party: Specifically
does not breach others' intellectual property.

5.2.4 To the knowledge of the Assignor, no Third Party has infringed, is infringing, or is
threatening to infringe the Trademarks. There are no actions, suits, investigations, claims, or
proceedings that are ongoing or to the Assignor’s knowledge threatened, relating in any way to
the Trademarks and that the Assignor has not received any notice of, any such actions, suits,
investigations, claims or proceedings;

● To the knowledge of the Assignor: As far as the Assignor is aware.

● No Third Party has infringed: No unauthorized use by others.
● Is infringing or is threatening to infringe the Trademarks: No current or impending
violations.
 ● No actions, suits, investigations, claims, or proceedings: No legal issues.
● Ongoing or to the Assignor’s knowledge threatened: None happening now or anticipated.
● Relating in any way to the Trademarks: Concerning the trademarks specifically.
● Assignor has not received any notice and has not been formally informed.

Clause 6: Governing Law and Dispute Resolution

6.1 This Agreement shall, in all respects, be governed and interpreted by, and construed per the
laws of India, without giving effect to its principles of conflict of laws.

● Governing and interpreting the Agreement: All matters related to understanding and
applying the terms of the agreement.
● Construed per the laws of India: Follow Indian laws.
● Without giving effect to its principles of conflict of laws: Ignore any rules that might
otherwise choose a different jurisdiction's laws.

6.2 If any dispute, controversy, or claim between the Parties arises out of or in connection with
this Agreement, including the breach, termination, or invalidity hereof ("Dispute"), the Parties to
the Dispute shall use all reasonable endeavors to negotiate to resolve the Dispute amicably
provided that if a Party reasonably believes that it will suffer irreparable harm as a result of the
action giving rise to such Dispute, nothing contained herein shall prevent such Party from
seeking interim relief per Applicable Law in a court of competent jurisdiction in Mumbai, India,
pending the outcome of such negotiation and, if applicable, before the constitution of the
arbitration tribunal. Suppose a Party gives any other Party notice that a Dispute has arisen
("Dispute Notice") and the Parties to the Dispute are unable to resolve the Dispute amicably
within 30 (thirty) days of service of the Dispute Notice (or such longer period as the Parties to
the Dispute may mutually agree). In that case, any Party to the Dispute shall have the right to
refer the Dispute exclusively to arbitration following the terms of this Clause 6. A notice
("Arbitration Notice") of intent to refer the Dispute to arbitration may be given by any Party to
the other Party.

● Dispute, controversy, or claim: Any disagreement or claim arising from the agreement.
● Arises out of or in connection with this Agreement: Related to the agreement.
● Including the breach, termination, or invalidity hereof: Covers breaking the agreement,
ending it, or it being invalid.
● Parties to the Dispute shall use all reasonable endeavors: The involved parties must try
their best.
● Negotiate to resolve the Dispute amicably: Aim to settle the dispute through discussion.
● If a Party reasonably believes it will suffer irreparable harm: If one side thinks it will face
severe, unfixable damage.
● Nothing herein shall prevent such Party from seeking interim relief: They can still seek
temporary legal remedies.
● Per Applicable Law in a court of competent jurisdiction in Mumbai, India: Follow the
relevant laws in a Mumbai court.
● Pending the outcome of such negotiation and, if applicable, before the constitution of the
arbitration tribunal: While waiting for the negotiation result or before forming an
arbitration panel.
● Dispute Notice: Formal notification of a dispute.
● Unable to resolve the Dispute amicably within 30 (thirty) days of service of the Dispute
Notice: Cannot settle within 30 days after the notice.
● Or such longer period as the Parties to the Dispute may mutually agree: Unless both sides
agree to extend the period.
● Right to refer the Dispute exclusively to arbitration: Can take the dispute to arbitration.
● By the terms of Clause 6: As per the rules laid out in this section.
● Arbitration Notice: Notification of intent to arbitrate.
● May be given by any Party to the other Party: Can be sent by any party involved.

6.3 The seat and venue of arbitration shall be Mumbai, India, and the arbitration shall be
conducted in English.

● Seat and venue of arbitration: The location for arbitration proceedings.

● Mumbai, India: Specific city and country for arbitration.
● Conducted in English: Language used in arbitration proceedings.
Clause 7:Notices

7.1 All notices, requests, demands and other contractual communications required or provided
for under this Agreement shall be in writing and delivered personally or by a recognized courier
service, or by email to the intended recipient at its address set forth below, or to such other
address or email address as a Party may from time to time duly notify to the other Party.

● Notices, requests, demands, and other contractual communications: Any formal

communication required by the agreement.
● Shall be in writing: Must be documented in text form.
● Delivered personally or by a recognised courier service: Hand-delivered or sent through a
reputable delivery service.
● By email to the intended recipient at the address set forth below: Can also be sent via
email to the address listed in the agreement.
● To such other address or email address as a Party may from time to time duly notify to
the other Party: If the address or email changes, the new contact information must be
formally communicated.

7.2 The details for notices for this Clause 7.1 are as follows:

If to the Assignor:
 ● Address:
○ Times Tower, 1st Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower
Parel, Mumbai 400 013
○ Meaning: Physical location for sending written communications.
● Attention:
○ Ms. Ashwini D. Phenany, Assistant Vice-President
○ Meaning: Specific person to whom the communication should be directed.
● Email:
○ [email protected]
○ Meaning: Email address for electronic communications.

If to the Assignee:

● Address:
○ Trade World, A Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg,
Lower Parel, Mumbai 400 013
○ Meaning: Physical location for sending written communications.
● Attention:
○ Mr Malav Shah, Vice-President
○ Meaning: Specific person to whom the communication should be directed.
● Email:
○ [email protected]
○ Meaning: Email address for electronic communications.

Clause 8: Miscellaneous
8.1 Amendment

● Amendment: This clause states that any changes or modifications to the agreement can
only be made if they are written down and signed. For an amendment to be valid, both
parties must sign it. For a waiver (an intentional relinquishment of a known right), it must
be signed by the party that is giving up the right.

8.2 Waiver

● Waiver: This clause emphasizes that if either party fails or delays in exercising any
rights, powers, or privileges under the agreement, this does not mean they are giving up
those rights. Moreover, if a party partially exercises a right, this does not prevent them
from fully exercising that right in the future.

8.3 Severability

● Severability: This clause ensures that if any part of the agreement is found to be illegal or
unenforceable, that specific part can be removed without affecting the rest of the
agreement. If such a situation arises, the parties must immediately consult with each other
to find a fair solution to address the issue.
8.4 Independent Rights

● Independent Rights: This clause states that the rights of the parties under the agreement
are independent and cumulative. This means that each right exists separately and adds to
any other rights the party has. Exercising or not exercising one right does not affect other
rights. Additionally, if different rights arise from a single cause of action, and one right
provides a complete remedy, the party cannot pursue other remedies for the same cause
of action. This prevents double recovery for the same issue.
Purpose: This annexure is typically included in a trademark assignment agreement to specify the
trademarks being transferred from one party to another.

Details: By providing detailed information about each trademark, the annexure ensures that there
is no ambiguity regarding which trademarks are covered under the agreement.

Legal Clarity: Including registration numbers, dates, classes, and descriptions helps establish
the precise scope of the transfer, which is essential for legal and operational clarity.

Rights and Obligations: The annexure defines the trademarks' current registration status,
ensuring that both parties understand the validity and scope of the rights being assigned.