Excerpts from the agreement

Thursday, June 30, 2005 | 11:03 a.m.

At its July 12 meeting, the Las Vegas Convention and Visitors Authority board is to review an agreement regarding the rights to two slogans: "What happens here, stays here" and "We work as hard as we play."

The eight-page "Trademark Assignment and License-Back Agreement" was signed on Nov. 9 by LVCVA President Rossi Ralenkotter and R&R Partners Inc. Chief Executive Billy Vassiliadis. The agreement was effective as of Jan. 1, 2004.

These are key excerpts from the agreement, which refers to the slogans as "Marks."

"Assignment of Trademarks"

"LVCVA hereby assigns and transfers to R&R:

"A. All right, title, and interest held by LVCVA in and to the Marks, including all applications, registrations and use under common law.

"B. The goodwill of the business connected with the use of and symbolized by the Marks, together with all assets that uniquely reflect the goodwill of the business of LVCVA relating to the Marks; and

"C. All rights to damages or profits, due or to become due, accrued or to accrue, arising out of past, present, or future infringement of said Marks or injury to said goodwill, together with the right to sue or recover the same in R&R's name."

"Representations and Warranties"

"LVCVA represents and warrants to and agrees with the R&R as follows:

"A. LVCVA is the owner of the entire right, title, and interest in and to the Marks free from any adverse lien, security interest, or encumbrance, and LVCVA has the full right and power to grant the security interest in the Marks made hereby."

"Maintenance of Trademark Registrations"

"C. LVCVA shall not cause any Mark to become abandoned, to be forfeited or dedicated to the public, without the express written approval of R&R."

"Infringement"

"In the event that a Mark is infringed by a third party, LVCVA shall promptly notify R&R and R&R shall have the first opportunity, but not the obligation, to sue for infringement. In the event R&R sues for infringement, it shall have the right to recover and retain any and all damages from such infringement. LVCVA agrees to fully cooperate with R&R in the prosecution of any such suit."

"Termination"

"Either party may terminate this Agreement on 90 days' written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the 90-day period, the breaching party fails to cure such breach."

"Reassignment of Marks"

"If R&R should cease using and licensing the Marks, R&R shall reassign to LVCVA all rights, title, and interest in and to the Marks and the assets and goodwill of the business appurtenant to or associated with and symbolized by the Marks ...

"Upon reassignment of the Marks to LVCVA, this Agreement shall be terminated."

"Indemnity"

"LVCVA agrees to defend, indemnify, and hold R&R, its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against R&R from this Agreement or any matters relating thereto or based on the manufacture or sale of the goods and services using the Marks, including but not limited to actions founded on product liability."