# TRADE MARK ASSIGNMENT AGREEMENT
Date: 3 March 2029
Parties: Northmere Foods Ltd and Calder Brands Ltd
## 1. Parties and purpose
Northmere Foods Ltd (Company No. 11824571) of 14 Mill Lane, Leeds LS11 5QH (Assignor) assigns the trade mark rights described here to Calder Brands Ltd (Company No. 14680214) of 8 Quayside House, York YO1 6DD (Assignee). Completion is 3 March 2029.
## 2. Scope, price and subject
The assigned property is UK Trade Mark No. UK00003548192, “HARVEST & HEARTH”, registered in Classes 29, 30 and 43, together with the unregistered “Harvest & Hearth Kitchen” mark and all goodwill of the business conducted under those marks. The consideration is £42,500 paid by same-day BACS transfer.
## 3. Operating duties
The Assignor warrants that it is the sole proprietor, that renewal fees due to completion have been paid, and that no licence, charge, opposition, revocation claim or known infringement claim affects the marks. It gives no warranty about future registrability or the Assignee’s proposed use.
## 4. Compliance, records and controls
The goodwill is expressly assigned with the marks. The Assignee may use the marks in England and Wales and will control brand quality; the Assignor will deliver artwork, domain credentials and packaging files within five Business Days and will sign reasonable further documents.
## 5. Term, ending and remedies
The Assignee must file the appropriate change-of-proprietor request with the UKIPO within 30 days and pay the official fees. Until recordal, the Assignor holds the registered rights for the Assignee and must not deal with them. The Assignor has a six-month, non-transferable licence only to finish existing wholesale orders and remove old signage.
## 6. Liability and reservations
Neither party promises that UKIPO will accept a filing or that a mark is immune from challenge. The transitional licence creates no continuing goodwill for the Assignor, and the Assignee must not use the mark in a misleading way. English law governs and the courts of England and Wales have exclusive jurisdiction.
## 7. Governing law and signatures
For Northmere, its authorised director Priya Shah signs in the presence of witness Daniel Cole. For Calder, its authorised director Owen Price signs in the presence of witness Leah Morgan. Each witness signs and records their full name and address on 3 March 2029.