Exhibit 10.8.35


 


TRADEMARK SECURITY AGREEMENT


 


THIS TRADEMARK SECURITY AGREEMENT (this “Agreement”),
dated as of February 14, 2008, is entered into by and between WESTAFF
SUPPORT, INC., a California corporation (“Debtor”), having an office at
298 North Wiget Lane, Walnut Creek, California 94598, and U.S. BANK NATIONAL
ASSOCIATION, with an office at 633 West Fifth Street, 29th Floor, Los Angeles,
California 90071, as Agent for the Lenders party to the Financing Agreement
referred to below (in such capacity, “Secured Party”), with reference to
the following facts:


 


RECITALS


 


A.            Debtor has adopted, used and is using, and
is the owner of the entire right, title, and interest in and to the trademarks,
trade names, terms, designs and applications therefor described in Schedule A
annexed hereto and made a part hereof;


 


B.            Secured Party and the Lenders have agreed
to enter into certain financing arrangements with Westaff (USA), Inc. (“Borrower”)
pursuant to a Financing Agreement of even date herewith by and among Borrower,
Westaff, Inc., the Lenders party thereto (collectively, the “Lenders”),
and Secured Party, as Agent (the “Financing Agreement”); and


 


 C.           Debtor has guaranteed
the obligations of Borrower under the Financing Agreement pursuant to a
Continuing Guaranty of even date herewith made by Debtor and MediaWorld
International in favor of Secured Party and the Lenders (the “Guaranty”)
(the Financing Agreement and the Guaranty, together with this Agreement, and
all other related documents, agreements, instruments, as the same may now exist
or may hereafter be amended or supplemented, are referred to herein
collectively as the “Loan Documents”).


 


NOW, THEREFORE, the parties hereto agree as
follows:


 


1.             SECURITY INTEREST


 


In order to induce Secured Party and the Lenders
to enter into the Loan Documents and in consideration thereof, Debtor hereby
grants to Secured Party, for the benefit of the Lenders, a security interest
in:


 


(a)           all of Debtor’s now
existing or hereafter acquired right, title, and interest in and to: all of
Debtor’s trademarks, trade names, trade styles and service marks; all prints
and labels on which such trademarks, trade names, trade styles and service
marks appear, have appeared or will appear, and all designs and general
intangibles of a like nature; all applications, registrations and recordings
relating to the foregoing in the United States Patent and Trademark Office or
in any similar office or agency of the United States, any State thereof,
any political subdivision thereof or in any other countries, and all reissues,
extensions and renewals thereof including those trademarks, terms, design and
applications described in Schedule A hereto (the “Trademarks”);


 

















 


(b)           the goodwill of the
business symbolized by each of the Trademarks, including, without limitation,
all customer lists and other records relating to the distribution of products
or services bearing the Trademarks; and


 


(c)           any and all proceeds of
any of the foregoing, including, without limitation, any claims by Debtor
against third parties for infringement of the Trademarks or of any licenses
with respect thereto (all of the foregoing are collectively referred to herein
as the “Collateral”).


 


2.             OBLIGATIONS
SECURED


 


The security interests granted to Secured
Party in this Agreement shall secure the prompt and indefeasible payment and
performance of the “Obligations” as defined in the Financing Agreement (all the
foregoing hereinafter referred to as the “Obligations”).


 


3.             WARRANTIES AND
COVENANTS


 


Debtor hereby covenants, represents and
warrants that (all of such covenants, representations and warranties being
continuing in nature until the Obligations are Paid in Full (as defined in the
Financing Agreement)):


 


A.            All of the existing
Collateral is valid and subsisting in full force and effect to Debtor’s
knowledge, and Debtor owns sole, full, and clear title thereto, and has the
right and power to grant the security interests granted hereunder.  Debtor will, at Debtor’s expense, perform all
acts and execute all documents reasonably necessary to maintain the existence
of the Collateral as valid, subsisting and registered trademarks including
without limitation the filing of any renewal affidavits and applications.  The Collateral is not subject to any lien,
security interest, claim or encumbrance (“Lien”), except the security
interests granted hereunder, the licenses, if any, which are specifically
described in Schedule B hereto and Permitted Liens (as defined in
the Financing Agreement).


 


B.            Debtor will not
assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security
interest in or Lien upon, encumber, grant an exclusive or non-exclusive license
relating thereto, except to Secured Party, or otherwise dispose of, any of the
Collateral without the prior written consent of Secured Party, which will not
be unreasonably withheld, except for (i) non-exclusive licenses in the
ordinary course of Debtor’s business and (ii) exclusive registered user
agreements or licenses limited in geographic scope granted to franchisees in
the ordinary course of Debtor’s business and in accordance with Section 10.24(c) of
the Financing Agreement.


 


C.            Debtor will, at Debtor’s
expense, perform all acts and execute all documents reasonably requested at any
time by Secured Party to evidence, perfect, maintain, record, or enforce the
security interest in the Collateral granted hereunder or to otherwise further
the provisions of this Agreement.  Debtor
hereby authorizes Secured Party to execute and file one or more financing
statements (or similar documents) with respect to the Collateral.  Debtor further authorizes Secured Party to
have this or any other similar security 


 


2

















 


agreement filed with the
Commissioner of Patents and Trademarks or other appropriate federal, state or
government office.


 


D.            Debtor will,
concurrently with the execution and delivery of this Agreement, execute and
deliver to Secured Party an original of a Power of Attorney in the form of Exhibit 1
annexed hereto for the implementation of the assignment, sale or other
disposition of the Collateral pursuant to Secured Party’s exercise of the
rights and remedies granted to Secured Party hereunder.  Secured Party agrees it will only exercise
the Power of Attorney upon the occurrence and during the continuation of an
Event of Default under (and as defined in) the Financing Agreement.


 


E.             Secured Party may, in
its sole discretion, pay any amount or do any act which Debtor fails to pay or
do as required hereunder or as requested by Secured Party to maintain and
preserve the Collateral, defend, protect, record, amend or enforce the
Obligations, the Collateral, or the security interest granted hereunder,
including, but not limited to, all filing or recording fees, court costs,
collection charges and reasonable attorneys’ fees.  Debtor will be liable to Secured Party for
any such payment, which payment shall be deemed a borrowing by Debtor from
Secured Party, and shall be payable on demand together with interest at the
applicable rate set forth in the Loan Documents and shall be part of the
Obligations secured hereby.


 


F.             As of the date
hereof, Debtor does not have any Trademarks registered, or subject to pending
applications, in the United States Patent and Trademark Office or any similar
office or agency in the United States other than those described in Schedule A
annexed hereto.


 


G.            Debtor shall notify
Secured Party in writing of the filing of any application for the registration
of a Trademark with the United States Patent and Trademark Office or any
similar office or agency in the United States or any state therein within
thirty (30) days of such filing. 
Upon request of Secured Party, Debtor shall execute and deliver to
Secured Party any and all assignments, agreements, instruments, documents, and
such other papers as may be requested by Secured Party to evidence the security
interests of Secured Party in or Trademark.


 


H.            Debtor has not
abandoned any of the Trademarks material to the conduct of the business and
Debtor will not do any act, nor omit to do any act, whereby such Trademarks may
become abandoned, canceled, invalidated, unenforceable, avoided, or avoidable
except where Debtor, in the good faith exercise of its business judgment, has
otherwise determined that such Trademark is not material to the business or
operations of Debtor.  Debtor shall
notify Secured Party immediately if Debtor knows or has reason to know of any
reason why any application, registration, or recording may become abandoned,
canceled, invalidated, unenforceable, avoided, or avoidable.


 


I.              Debtor will render
any assistance, as Secured Party may determine is reasonably necessary, to
Secured Party in any proceeding before the United States Patent and Trademark
Office, any federal or state court, or any similar office or agency in the
United States or any state therein or any other country to maintain such
application and registration of 


 


3

















 


the Trademarks as Debtor’s
exclusive property and to protect Secured Party’s interest therein, including,
without limitation, filing of renewals, affidavits of use, affidavits of
incontestability and opposition, interference, and cancellation proceedings.


 


J.             Debtor will promptly
notify Secured Party if Debtor (or any affiliate or subsidiary thereof) learns
of any use by any person of any other process or product which infringes upon
any Trademark.  If reasonably requested
by Secured Party, Debtor, at Debtor’s expense, shall join with Secured Party in
an infringement action as Secured Party, in Secured Party’s reasonable
discretion, may deem advisable for the protection of Secured Party’s interest
in and to the Trademarks.


 


K.            Debtor assumes all
responsibility and liability arising from the use of the Trademarks by Debtor,
and Debtor hereby indemnifies and holds Secured Party harmless from and against
any claim, suit, loss, damage, or expense (including reasonable attorneys’
fees) arising out of any alleged defect in any product manufactured, promoted,
or sold by Debtor (or any affiliate or subsidiary thereof) in connection with
any Trademark or out of the manufacture, promotion, labeling, sale or
advertisement of any such product by Debtor (or any affiliate or subsidiary
thereof) except for claims, suits, losses, damages or expenses to the extent
resulting from the Agent’s gross negligence or willful misconduct.


 


4.             RIGHTS AND
REMEDIES


 


Upon the occurrence and during the
continuance of an Event of Default and at any time thereafter, in addition to
all other rights and remedies of Secured Party, whether provided under
applicable law, the Agreements or otherwise, and after expiration of any grace
period, Secured Party shall have the following rights and remedies which may be
exercised without notice to, or consent by, Debtor, except as such notice or
consent is expressly provided for hereunder:


 


A.            Secured Party may make
use of any Trademarks for the sale of goods or rendering of services in
connection with enforcing any other security interest granted by Debtor to
Secured Party.


 


B.            Secured Party may
grant such license or licenses relating to the Collateral for such term or
terms, on such conditions, and in such manner as Secured Party shall in its
sole discretion deem appropriate.  Such
license or licenses may be general, special, or otherwise and may be granted on
an exclusive or non-exclusive basis throughout all or any part of the United
States of America, its territories and possessions, and all foreign countries.


 


C.            Secured Party may
assign, sell, or otherwise dispose of the Collateral or any part thereof,
either with or without special conditions or stipulations, except that Secured
Party agrees to provide Debtor with ten (10) days prior written notice of
any proposed disposition of the Collateral. 
Secured Party shall have the power to buy the Collateral or any part
thereof, and Secured Party shall also have the power to execute assurances and
perform all other acts which Secured Party may, in Secured Party’s sole
discretion, deem appropriate or proper to complete such assignment, sale or disposition.  In any such event, Debtor shall be liable for
any deficiency.


 


4

















 


D.            In addition to the
foregoing, in order to implement the assignment, sale, or other disposition of
any of the Collateral pursuant to subparagraph 4C hereof, Secured Party
may at any time execute and deliver on behalf of Debtor, pursuant to the
authority granted in the Powers of Attorney described in subparagraph 3E
hereof, one or more instruments of assignment of the Trademarks (or any
application, registration, or recording relating thereto), in form suitable for
filing, recording or registration. 
Debtor agrees to pay Secured Party on demand all costs incurred in any
such transfer of the Collateral, including, but not limited to, any taxes,
fees, and reasonable attorneys’ fees.


 


E.             Secured Party may
apply the proceeds actually received from any such license, assignment, sale or
other disposition of Collateral first to the reasonable costs and expenses
thereof, including, without limitation, reasonable attorneys’ fees and all
legal, travel, and other expenses which may be incurred by Secured Party.  Thereafter, Secured Party may apply any
remaining proceeds to such of the Obligations as Secured Party may in its sole
discretion determine.  Debtor shall
remain liable to Secured Party for any expenses or obligations remaining unpaid
after the application of such proceeds, and Debtor will pay Secured Party on
demand any such unpaid amount, together with interest at the default rate set
forth in the Loan Agreement.


 


F.             In the event that any
such license, assignment, sale or disposition of the Collateral (or any part
thereof) is made after the occurrence of an Event of Default, Debtor shall
supply to Secured Party or Secured Party’s designee Debtor’s knowledge and
expertise relating to the manufacture and sale of the products and services
bearing the Trademarks and Debtor’s customer lists and other records relating
to the Trademarks and the distribution thereof.


 


Nothing
contained herein shall be construed as requiring Secured Party to take any such
action at any time.  All of Secured Party’s
rights and remedies, whether provided under law, the Agreements, this
Agreement, or otherwise, shall be cumulative and none is exclusive.  Such rights and remedies may be enforced
alternatively, successively, or concurrently.


 


5.             MISCELLANEOUS


 


A.            Any failure or delay
by Secured Party to require strict performance by Debtor of any of the
provisions, warranties, terms and conditions contained herein or in any other
agreement, document, or instrument, shall not affect Secured Party’s right to
demand strict compliance and performance therewith, and any waiver of any Event
of Default shall not waive or affect any other Event of Default, whether prior
or subsequent thereto, and whether of the same or of a different type.  None of the warranties, conditions,
provisions, and terms contained herein or in any other agreement, document, or
instrument shall be deemed to have been waived by any act or knowledge of Secured
Party, its agents, officers, or employees, but only by an instrument in
writing, signed by an officer of Secured Party and directed to Debtor,
specifying such waiver.


 


B.            All notices, requests
and demands to or upon the respective parties hereto shall be deemed to have
been duly given or made: if by hand, immediately upon delivery; if by facsimile
(fax), telex or telegram, immediately upon sending; if by any 


 


5

















 


overnight delivery service, one
day after dispatch; and if mailed by first class or certified mail, three (3) days
after mailing.  All notices, requests and
demands are to be given or made to the respective parties at the following
addresses (or to such other addresses as either party may designate by notice
in accordance with the provisions of this paragraph):


 


	
  If to Debtor:

  	
  WESTAFF
  SUPPORT, INC.

  
	
   

  	
  298 North
  Wiget Lane

  
	
   

  	
  Walnut
  Creek, California 94598

  
	
   

  	
  Attn: Chief
  Financial Officer

  
	
   

  	
   

  
	
  If to Secured Party:

  	
  U.S. BANK
  NATIONAL ASSOCIATION,

  
	
   

  	
  as Agent

  
	
   

  	
  633 West
  Fifth Street, 29th Floor

  
	
   

  	
  Los Angeles,
  California 90071

  
	
   

  	
  Attn:
  Westaff (USA), Inc. Account Officer

  



 


C.            In the event that any
provision hereof shall be deemed to be invalid by any court, such invalidity
shall not affect the remainder of this Agreement.


 


D.            This Agreement shall
be binding upon and for the benefit of the parties hereto and their respective
legal representatives, successors and assigns. 
No provision hereof shall be modified, altered or limited except by a
written instrument expressly referring to this Agreement signed by the party to
be charged thereby.


 


E.             The security interest
granted to Secured Party shall terminate and the Collateral will be reassigned
to Debtor, at Debtor’s sole expense, upon termination of the Financing Agreement
and Payment in Full (as defined in the Financing Agreement) to Secured Party
and the Lenders of all Obligations thereunder.


 


F.             THE VALIDITY,
INTERPRETATION AND EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE UNITED STATES OF AMERICA AND THE LAWS OF THE STATE OF CALIFORNIA.


 


{Signature Pages Follow}


 


6

















 


IN WITNESS WHEREOF, Debtor and Secured Party
have executed this Agreement as of the day and year first above written.


 


	
   

  	
  DEBTOR:

  
	
   

  	
   

  
	
   

  	
  WESTAFF SUPPORT, INC., a California 

  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dawn M. Jaffray

  
	
   

  	
   

  	
  Dawn
  M. Jaffray

  
	
   

  	
   

  	
  Senior
  Vice President and Chief Financial

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  
	
   

  	
  U.S.BANK NATIONAL ASSOCIATION, 

  
	
   

  	
  as Agent for the Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Susan V. Freed

  
	
   

  	
   

  	
  Susan
  V. Freed

  
	
   

  	
   

  	
  Vice
  President

  



 


7