EX-10.1 TRADE MARK ASSIGNMENT AGREEMENT



 






Exhibit 10.1




Dated          January 31, 2006





 







TRADE MARK ASSIGNMENT




between




TAYLOR NELSON SOFRES PLC




and




HARRIS INTERACTIVE INC.




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THIS ASSIGNMENT is dated January 31, 2006




Parties





	(1)	 	TAYLOR NELSON SOFRES PLC incorporated and registered in England & Wales with company number
912624 whose registered office is at TNS House, Westgate, London W5 1UA (Assignor).
	 
	(2)	 	HARRIS INTERACTIVE INC., incorporated and registered in the state of Delaware and whose
principal place of business is 60 Corporate Woods, Rochester, New York 14623-1457 (Assignee).





Background





	(A)	 	By an agreement dated 13 July, 1994 (the “Gannett Agreement”) between Louis Harris
International, Inc and Louis Harris & Associates, Inc (1) Sofres S.A. (now called TNS Sofres
S.A.) (“Sofres”) (2) and Gannett Co., Inc. (“Gannett”), Sofres acquired the registered trade
marks listed in the attached Schedule 1 (the “Original Marks) and all the rights in the
Territory listed on Schedule 2 to the Louis Harris Name (as defined in the Gannett
Agreement)(together, the “Name Rights”) .
	 
	(B)	 	By an assignment dated [to be added], 2004 Sofres assigned to the Assignor all its
right and title to the Original Marks, the Name Rights, the service mark “HPOL” (together with
the Original Marks, the “Marks”) any and all rights of Assignor to any and all domain names or
other URLs relating to the Marks or the Name Rights(together with the Marks and Name Rights,
the “Assigned Property”).
	 
	(C)	 	By a licence agreement dated December 31, 2004 (the “Licence”) the Assignor and the
Assignee entered into an agreement to licence to the Assignee the right to use the Assigned
Property throughout the Territory (as defined in the Licence). The Licence contained a right
for the Assignee or the Assignor, upon that satisfaction of certain conditions described in
the Licence, call for an assignment of the Assigned Property to the Assignee.
	 
	(D)	 	The Assignee or the Assignor has exercised its right to call for an assignment of the
Assigned Property and the Assignor and Assignee have agreed that the Assignor shall assign all
its rights, in and to the Assigned Property to the Assignee on the terms set out below.





Agreed Terms





	1.	 	Assignment
	 
	1.1	 	In consideration of the sum of £1 now paid by the Assignee to the Assignor (the receipt of
which the Assignor hereby acknowledges), the Assignor hereby assigns with full title guarantee
to the Assignee absolutely the Assigned Property (including specifically the Marks) and




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	 	 	all and any rights in and to the Assigned Property and any common law rights and all the
goodwill attaching to the Assigned Property.






	1.2	 	The assignment of the Original Marks that comprise a portion of the Assigned Property is with
the benefit of the rights granted by and subject to the obligations and restrictions set out
in clause 5 of the Gannett Agreement, a copy of which is annexed to this Assignment, and the
Assignee hereby agrees to be bound by the provisions of clause 5 of the Gannett Agreement with
respect to the Original Marks.
	 
	2.	 	INDEMNITY AND LIMIT OF LIABILITY
	 
	2.1	 	The Assignee will indemnify and keep indemnified the Assignor against all and any costs,
claims, demands, liabilities, expenses, damages or losses (including without limitation
consequential losses, and all interest, penalties and legal and other professional costs and
expenses) arising out of or in connection with the Assignee’s failure to comply with the
provisions of clause 5 of the Gannett Agreement. The liability of the Assignee under the
provisions of this clause 2.1 shall not exceed the sum of US$500,000 (Five hundred thousand US
Dollars).
	 
	2.2	 	The liability of the Assignor in respect of the covenants and warranties implied by Part 1 of
the Law of Property (Miscellaneous Provisions) Act 1994 shall not exceed the sum of
US$2,000,000 (Two Million US Dollars) provided that the Assignee shall not be able to recover
under this assignment for any costs, claims, demands, liabilities, expenses, damages or losses
(including without limitation consequential losses, and all interest, penalties and legal and
other professional costs and expenses) for which the Assignee has already been compensated or
received an indemnity under the Licence.
	 
	3.	 	Proceedings
	 
	 	 	This assignment shall include the right for the Assignee to bring proceedings against any
third party in respect of the Assigned Property (including proceedings against any third
party for infringement of the Assigned Property or for passing off or for otherwise
infringing the rights of the Assignor in the Assigned Property). The Assignor agrees and
undertakes to provide to the Assignee (at its request) all such assistance with any
proceedings which may be brought by or against the Assignee against or by any third party
in relation to the Assigned Property and the Assignee shall indemnify the Assignor in
respect of all costs and expenses (including reasonable legal costs) actually incurred by
it in providing the Assignee with such assistance.




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	4.	 	Further assurance
	 
	 	 	The Assignor covenants that at the cost and request of the Assignee at any time and from
time to time it shall execute such deeds or documents and do such acts or things as may be
necessary or desirable to give effect to this assignment.
	 
	5.	 	Governing law and jurisdiction
	 
	 	 	This assignment shall be governed by and construed in accordance with the laws of England
and the parties hereto submit to the exclusive jurisdiction of the English courts.




This assignment has been entered into on the date stated at the beginning of it.




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Schedule 1




1.          Registered trade marks




	 	 	 	 	 	 	 
	Country	 	Classes	 	Mark	 	No.
	Germany
	 	16,35,42	 	LOUIS HARRIS	 	#2033416
	Spain
	 	35	 	LOUIS HARRIS	 	#1696383MO
	Italy
	 	35	 	LOUIS HARRIS	 	#641570
	Germany
	 	16,35,42	 	HARRIS POLL	 	#2033418
	Spain
	 	35	 	HARRIS POLL	 	#1696387M3
	Italy
	 	 	 	 	 	 
	Germany
	 	16,35,42	 	HARRIS SURVEY	 	#2033417
	Spain
	 	35	 	HARRIS SURVEY	 	#1696385M7
	UK
	 	35	 	HARRIS	 	#1526088
	UK
	 	35	 	HARRIS PROMARK	 	#1526092
	UK
	 	 	 	THE HARRIS RESEARCH CENTRE	 	#1526086
	UK
	 	35, 42	 	HPOL	 	#2214210
	CTM
	 	35,42	 	HPOL	 	#1380435
	WIPO
	 	35,42	 	HPOL	 	#729904
	Norway
	 	35,42	 	HPOL	 	#729904
	Romania
	 	35,42	 	HPOL	 	#729904
	Switzerland
	 	35,42	 	HPOL	 	#729904
	Turkey
	 	35,42	 	HPOL	 	#729904
	Czech Republic
	 	35,42	 	HPOL	 	#729904
	Hungary
	 	35,42	 	HPOL	 	#729904





UNREGISTERED MARKS



HARRIS, HARRIS ONLINE

HARRIS INTERACTIVE

HARRIS POLL INTERACTIVE



DOMAIN NAMES



None known





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     Schedule 2 Territory




Albania

Austria

Belgium

Bulgaria

Cyprus

Czech Republic

Denmark

Finland

France

Germany

Greece

Hungary

Ireland

Italy

Luxembourg

Monaco

Netherlands

Norway

Poland

Portugal

Romania

Spain

Sweden

Switzerland

Turkey

United Kingdom

Vatican City

Bosnia & Herzegovina

Macedonia

Yugoslavia

Belarus

Estonia

Latvia

Lithuania

Georgia

Ukraine

Russia




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	Signed:
	 	 	 	 
	for and on behalf of TAYLOR
	 	 	 	 
	NELSON SOFRES PLC

	 	/s/ Raj Afghan
	 	 
	 

	 	 	 	 
	 

	 	Group IP Counsel	 	 
	 
	 	 	 	 
	Signed:
	 	 	 	 
	for and on behalf of
	 	 	 	 
	HARRIS INTERACTIVE INC.,

	 	/s/ Gregory T. Novak	 	 
	 

	 	 	 	 
	 

	 	President and Chief Executive Officer	 	 







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