exv10w69



 






Ex. 10.69




ASSIGNMENT





	 	 	This Assignment is made
	 
	 	 	by Rockford Corporation of Tempe, Arizona and Rockford Europe Vertriebs GmbH
(together referred to as “Rockford”) as assignors
	 
	 	 	and
	 
	 	 	Fünfundsiebzigste TVG Vermögensverwaltungsgesellschaft mbH (in future: Maxxsonics
Europe GmbH, referred to as “Maxxsonics Europe GmbH”) as assignee
	 
	 	 	pursuant to the Agreement between Tobias Wahl in his capacity as insolvency trustee
for MB Quart GmbH and Rockford of 11 March 2005 (the
“March 11 Agreement”) as
changed and amended on 22 September, 2005
	 
	 	 	for good and valuable consideration receipt of which is hereby confirmed






	 	1.	 	Assignment. Rockford hereby assigns to Maxxsoncis Europe GmbH:






	 	a.	 	All right, title and interest Rockford may have in the “MB
Quart” name and mark and the MB Quart Ancillary Marks worldwide, any
registrations or applications for registration thereof, including without
limitation the MB Quart Registrations, and the goodwill of the business in
connection with the “MB Quart” name and mark and the MB Quart Ancillary Marks
as contained in but not limited to the Marks contained in Schedule 1
(collectively the “MB Quart Marks”);
	 
	 	b.	 	All right, title and interest of whatever nature in every
country in the world in copyrights in instructions, manuals, packages,
advertisement, marketing materials, websites, and any other original work that
relates or refers to any product marketed under the MB Quart Marks (together:
the “Marketing Material”), except for the Marketing Material held in stock by
Rockford relating to the Rockford Inventory. (The copyright rights referred to
in this Section will be referred to as the “Copyrights”);
	 
	 	c.	 	All right, title and interest of whatever nature, including
without limitation, patents, patent rights, trade secrets, inventions,
industrial designs, and maskworks and the right to apply for patents,
industrial designs and maskworks protection, on all acoustic products and
components of acoustic products designed, developed, engineered or invented by
MB Quart or for MB Quart (together, the “Patent Rights” and, when excluding the
Excluded Patent Rights, the “MB Quart Patent Rights”), except this transfer
does not include, and Rockford retains all rights with respect to (a)




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	 	 	 	Patent Rights developed by Rockford or its agents exclusively for Rockford and
(b) patent rights relating to amplifiers and subwoofers in the car audio field
(the “Excluded Patent Rights”). For the avoidance of doubt the parties agree
that all the technology used for the production of speakers sold under the label
MB Quart at MB Quart’s facility in Obrigheim, Germany, or at any other location
except Rockford facilities in the US has belonged and will belong to MB Quart
and that all the technology for subwoofers and amplifiers for the car audio
field has belonged and will belong to Rockford;






	 	d.	 	Rockford’s entire right, title and interest in and to any and
all claims and demands it may have, at law or in equity, for past infringement
of the MB Quart Marks, the Copyrights, and the MB Quart Patent Rights.
	 
	 	e.	 	In the case of each assignment set forth above, Rockford will
retain the right to use the MB Quart Marks, the Copyrights, and the MB Quart
Patent Rights in North America solely in connection with (a) sales of the
Rockford Inventory (as defined in the March 11 Agreement), which Rockford will
have the right to complete in the time and manner it determines is necessary,
and (b) warranty and repair service for MB Quart products sold
by Rockford.






	 	2.	 	Rockford Warranties. Rockford warrants to Maxxsonics Europe GmbH as
follows:





          a. Rockford has the right, power and authority to enter into this Agreement and to perform all
terms of this Agreement, including without limitation, the assignment of its rights, title and
interest in the MB Quart Marks, the Copyrights, and the MB Quart Patent Rights and the Rockford MB
Quart Claims.




          b. Rockford has not registered, or filed an application to register, and does not claim an
interest, direct or indirect, in any trademark registration or application to register a trademark
anywhere in the world for the MB Quart Marks, or any mark confusingly similar thereto, except for
the MB Quart Registrations.




          4. Maxxsonics Europe GmbH’s Obligation. Unless Rockford and Maxxsonics Europe GmbH
reach other agreements for the handling of MB Quart warranty claims, Maxxsonics Europe GmbH shall
deliver MB Quart products to Rockford at reasonable prices (no more than cost plus 20%) to put
Rockford in a position to fulfill its warranty obligations from the sale of MB Quart products built
in Obrigheim.




          5. Termination period for the use of the Oracle system. According Section 3 d of the
March 11 Agreement Maxxsonics Europe GmbH has the right to use the Oracle Computer System until
December 31, 2005 at the costs specified in Section 3 d of the March 11 Agreement. Rockford and
Maxxsonics Europe GmbH agree that Maxxsonics Europe GmbH has the right to terminate this use
earlier than December 31, 2005, by giving seven days notice. Maxxsonics Europe GmbH acknowledges
that such services will terminate no later than December 31, 2005, and will not be available after
that date.




          6. Miscellaneous. This Assignment shall be signed in two counterparts and one
original shall be delivered to Rockford and Maxxsonics Europe GmbH respectively.




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     IN WITNESS WHEREOF, the parties, intending to be bound, have by their duly authorized
representatives executed this Agreement as of the dates written below.



	 	 	 	 	 	 	 
	Rockford Corporation
	 	Rockford Europe Vertriebs GmbH

	(“Rockford US”)
	 	(“Rockford GmbH”)

	By:

	 	/s/ Richard G. Vasek
	 	By:
	 	/s/ Richard G. Vasek
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	Richard G. Vasek
	 	Name:
	 	Richard G. Vasek
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	CFO/Secretary
	 	Title:
	 	CFO/Secretary
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	09/22/05
	 	Date:
	 	09/22/05
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	and

	 
	 	 	 	 	 	 
	Maxxsonics Europe Gmbh
	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 





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Schedule 1




To the Assignment




MB Quart Marks and Ancillary Marks





	1.	 	Trademarks





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mark	 	Kind	 	Country	 	Owner	 	Status	 	Reg. no.	 	Application Date	 	Expiry Date	 	Class
	MB QUART

	 	National
	 	USA
	 	reg. by MB USA,
assignment recorded
	 	live
	 	74545648 
	 	05.07.1994 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MB QUART

	 	National
	 	USA
	 	reg. by MB USA,
assignment recorded
	 	live
	 	74540016 
	 	20.06.1994 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MB QUART

	 	National
	 	USA
	 	reg. by MB USA,
assignment recorded
	 	live
	 	74540015 
	 	20.06.1994 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MUSICOMP

	 	National
	 	USA
	 	Rockford Corp.
	 	live
	 	74676239 
	 	15.05.1995 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BALCONY

	 	National
	 	USA
	 	Rockford Corp.
	 	live
	 	74667468 
	 	04.6.1996 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MB QUART

	 	National
	 	Canada
	 	Rockford Corp.
	 	live
	 	TMA467266
	 	12.06.1996 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MB AND DESIGN

	 	National
	 	Thailand
	 	Rockford (Europe)

Elektronik
	 	live
	 	TM 117661
	 	01.11.1990 
	 	01.10.2010 
	 	9 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MB QUART

	 	National
	 	Indonesia
	 	Rockford Corp.
	 	live
	 	516425 
	 	10.08.2001 
	 	10.08.2011 
	 	20 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MB QUART

	 	National
	 	Indonesia
	 	Rockford Corp.
	 	live
	 	516424 
	 	10.08.2001 
	 	10.08.2011 
	 	9 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MB QUART

	 	National
	 	Saudi Arabia
	 	Rockford Corp.
	 	Pending
	 	86955 (Appl.)
	 	30.12.2003 
	 	 	 	9 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MB QUART

	 	National
	 	United Arab Emirates
	 	Rockford Corp.
	 	Pending
	 	58051 (Appl.)
	 	29.12.2003 
	 	 	 	9 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	VERA

	 	 	 	USA
	 	Rockford Corp.
	 	 	 	2,809,456 
	 	?? 
	 	?? 
	 	S 







	2.	 	Design Rights




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US Design Patent (US D484,494), registered on 19.11.2002 and assigned to Rockford Corporation,
Tempe, Arizona, USA





	3.	 	Domain names




www.mbquart.org
(owner is MB USA)





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