INFORMATION") HAS BEEN DISCLOSED TO OR OTHERWISE
RECEIVED OR OBTAINED (THE "TRANSFEREE") SHALL DELIVER OVER TO THE REQUESTING
PARTY (THE "TRANSFEROR") ALL PROPRIETARY INFORMATION EMBODIED IN TANGIBLE FORM
AND MATERIAL BY THE TRANSFEREE, INCLUDING ALL COPIES OF DOCUMENTS, DATA,
SOFTWARE, PROGRAMS AND THINGS, INCLUDING ALL RECORDINGS ON MAGNETIC, OPTICAL AND
OTHER MEDIA, AND ALL LISTINGS, COMPRISING OR EMBODYING PROPRIETARY INFORMATION
AND SHALL NOT TAKE OR RETAIN ANY COPIES THEREOF.
NOTWITHSTANDING THE FOREGOING,
THE TRANSFEREE SHALL BE ENTITLED TO RETAIN ONE (1) COPY OF ANY PROPRIETARY
INFORMATION FOR ARCHIVAL REASONS ONLY.
6.8
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS AND SHALL
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
NEITHER PARTY MAY ASSIGN ITS RIGHTS OR DELEGATE ITS
OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY,
WHICH CONSENT SHALL NOT BE REASONABLY WITHHELD.
NOTHING HEREIN SHALL PRECLUDE
EITHER PARTY FROM ASSIGNING THIS AGREEMENT TO AN ENTITY THAT SUCCEEDS TO ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OF THE ASSIGNING PARTY, PROVIDED
THAT THE SUCCEEDING ENTITY AGREES TO BE BOUND BY THE TERMS HEREOF EITHER IN
WRITING OR BY OPERATION OF LAW.
6.9
AMENDMENTS.
THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY BY A
WRITTEN INSTRUMENT DULY EXECUTED BY EACH OF THE PARTIES.
6.10
ENTIRE AGREEMENT.
THIS AGREEMENT SUPERSEDES ALL PRIOR DISCUSSIONS
AND AGREEMENTS BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT, AND THIS AGREEMENT CONTAINS THE SOLE AND ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
6.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SIGNATURES OF THE PARTIES
TRANSMITTED BY FACSIMILE SHALL BE DEEMED TO BE THEIR ORIGINAL SIGNATURES FOR ALL
PURPOSES.
6.12
HEADINGS, GENDER. ETC.
THE HEADINGS USED IN THIS AGREEMENT HAVE
BEEN INSERTED FOR CONVENIENCE AND DO NOT CONSTITUTE MATTER TO BE CONSTRUED OR
INTERPRETED IN CONNECTION WITH THIS AGREEMENT.
UNLESS THE CONTEXT OF THIS
AGREEMENT OTHERWISE REQUIRES, (A) WORDS OF ANY GENDER ARE DEEMED TO INCLUDE
OTHER GENDERS, (B) WORDS USING THE SINGULAR OR PLURAL NUMBER ALSO INCLUDE THE
PLURAL OR SINGULAR NUMBER, RESPECTIVELY, (C) THE TERMS "HEREOF," "HEREIN,"
"HEREBY," "HERETO," AND DERIVATIVE OR SIMILAR WORDS REFER TO THIS ENTIRE
AGREEMENT, AND (D) THE TERM "SECTION" REFERS TO THE SPECIFIED SECTION OF THIS
AGREEMENT.
[Signature page follows]
7
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.
NEXCEN ASSET ACQUISITION, LLC
By:
NexCen Brands, Inc., its Managing
Member
By:
/s/ Robert D'Loren
Name:
Robert D'Loren
Title:
Chief Executive Officer
Transition Services Agreement
MRS. FIELDS FAMOUS BRANDS, LLC
By:
/s/ Michael Ward
Name:
Michael Ward
Title:
EVP,General Counsel and Secretary
Transition Services Agreement
EXHIBIT A
Transition Services Agreement
I.
Description of Services
A.
Services to be provided by MFFB
Service
1.
Transitioning the