The license covers Litman's "intellectual property and other intangible assets" ("IA"), including but not limited to "trademarks and service marks ('Marks') used worldwide in connection with legal and related services," as described in Exhibit A (the same Schedule A / Exhibit A that appears in the Intangible Assets Purchase Agreement).
The IA is defined expansively to include: - Trademarks, trade names, service marks, slogans, logos ("Marks") - Domain names, URLs, websites, email addresses, telephone numbers - Client lists, databases, SalesForce records, Practice Master software - Copyrights, trade secrets, know-how, processes, procedures - Bank accounts (including Freedom Bank 220001002, 220001028, 220001010, 220001036, 220001185) - USPTO Customer Numbers 24396 and 37833 - All records on servers, electronic files, storage systems
Specific Marks listed: - THE GLOBAL ACADEMIC INNOVATION LAW FIRM - LIGHT BULB ROBOT MASCOT DESIGN - LIGHT BULB OVER POLYGON Design - "various authorized uses of LITMAN and LITMAN LAW and Marks owned personally by Litman" - GREAT IDEAS DESERVE GREAT SERVICE, GREAT IDEAS, WIN WASHINGTON INVENTORS NETWORK, PAT N. PENDING, AMERICAN LEGAL SERVICES, ARABIC INNOVATION MANAGEMENT, ACADEMIC INNOVATION MANAGEMENT, 24-HOUR LAW LINE, GAIN LEGAL, GAIN ORGANIZATION, AIM, SOROOF LITMAN USA IP SERVICES, PATENT LITIGATION SEARCH, PATENT ILLUSTRATORS, GREAT IDEAS MEDIA, FIRST CLASS MANAGEMENT, INTELLECTUAL PROPERTY INSTITUTE, INDEPENDENT INVENTORS INTERNATIONAL
Marks ALREADY owned by Litman personally (acknowledged, not transferred): - 4PATENTS (Reg. No. 2468564) - 4PATENT (Reg. No. 2448710) - LITMAN LAW OFFICES, LTD. (Reg. No. 1861297) - AMERICAN PATENT SERVICES (Reg. No. 1915596) - 1-800-4-PATENT (Reg. No. 1918491) - AMERICAN MARKETING AND ADVERTISING - AMERICAN ACADEMY OF ADVERTISING AND MARKETING - BENSWOOD - LITMAN LAW - LITMAN - RICHARD LITMAN
Domain names owned by Litman personally: - 4patent.com, 4patent.biz, 4patent.info, 4patent.mobi, 4patent.net, 4patent.org, 4patent.us - 4-patent.com, 4-patents.com, 4invention.com, 4inventor.com, 4patentsearch.com - litman-ip.com, litman-law.biz, litmanip.com, litmanlaw.biz, litmanlaw.com, litmanlaw.info, litmanlaw.net, litmanlaw.org, litmanlaw.us, litmanlawoffices.com - americanpatent.biz/.com/.info/.net/.org/.us, americanpatentservice.net, americanpatentservices.biz/.com/.info/.net/.org/.us - forpatent.com/.net/.org, forpatents.com, fourpatent.com - gain-online.org, gain-wiki.com, gain-wiki.org - patent.sa.com, patentreferenceguide.com, patents.sa.com - richard.litman.name, richardlitman.com - aim.sa.com
Email addresses as Purchase Assets (i.e., Litman personally owns): - litman@4patent.com (and other 4patent.com email addresses) - rlitman@litmanlaw.com (and other litmanlaw.com email addresses) - admin@gain-online.org (and other gain.com email addresses)
Section 1.1 -- Scope: Litman grants LLO a royalty-free, non-exclusive, non-transferable license to use the IA "in connection with its services while Licensor is Manager of Licensee, pursuant to a separate agreement." Licensee shall make no other use of the IA.
CRITICAL NOTE: The first copy of the Royalty-Free License (pages 1-3 of the first PDF, notarized by "Jenny Jamogle" on 9-28-2012) says "non-exclusive, non-transferable." The second copy (pages 32-34 of the B&P agreements PDF) says "exclusive, non-transferable." Both are dated September 29, 2012. The B&P Offer Letter (page 3) also refers to "a royalty free license agreement" without specifying exclusivity. The Management Agreement Section 5 references the license as "a royalty free license to use the IA subject to the quality control requirements of Manager." The existence of two versions with different exclusivity language is itself significant -- it suggests the terms were negotiated and the final version may differ from what was notarized.
Section 1.2 -- Non-Assignment: The rights granted are license rights only -- "nothing contained in this Agreement constitutes or shall be construed to be an assignment of any or all of Licensor's rights in the IA."
Section 2.1 -- Quality Control: Before first use of the IA, Licensee must obtain Licensor's approval of ALL aspects of such use. Once initially approved, any subsequent alteration, modification, or change must be reviewed and approved by Licensor PRIOR to implementation.
Section 2.2 -- Ownership of Changes: Licensor (Litman) will own any alteration, modification or change made to the IA. Licensee must cooperate in establishing Licensor's ownership, including executing assignments.
Section 3.1 -- Trademark Format: Licensor retains the right to specify the FORMAT in which Licensee uses and displays the Marks and IA. Licensee may only use the IA in a format approved by Licensor.
Section 3.3 -- Impairment of Rights: Licensee shall not "at any time, whether during or after the term of this Agreement, do or cause to be done any act or thing challenging, contesting, impairing, invalidating, or tending to impair or invalidate any of Licensor's rights in the IA."
Section 3.4 -- Maintenance: At Licensee's expense, Licensee will maintain federal registrations, domain name ownership, and other IA maintenance.
Section 4.1 -- By Notice: Either party may terminate with 60 days' written notice.
Section 4.2 -- Automatic Termination for Cause: Licensee's rights automatically terminate WITHOUT notice if: - (i) Licensee attempts to assign, sub-license, transfer or convey any licensed rights without written consent - (ii) Licensee fails to obtain Licensor's approval under Section 2 - (iii) Licensee uses the IA in violation of Section 3 restrictions - (iv) Licensee uses the IA in a manner not expressly permitted - (v) Licensor is no longer Manager of Licensee
Section 4.3 -- Effect of Termination: ALL rights expire upon termination. Licensee shall IMMEDIATELY cease and desist from all further use of the IA.
Both copies signed by Richard C. Litman personally AND as President of LLO. The first copy also notarized by "Jenny Jamogle" dated 9-28-2012.
The PDF contains 11 documents executed September 28 - October 1, 2012:
The Royalty-Free License covers "Marks" and "IA" as defined in Exhibit A / Schedule A. While the Marks include "various authorized uses of LITMAN and LITMAN LAW," the license is:
The license was granted to LLO (Litman Law Offices, Ltd.), not to B&P, not to NGM, and not to Joshua Goldberg. It cannot be assigned or transferred without Litman's written consent.
The license says NOTHING about: - Signing Litman's name on Powers of Attorney - Filing documents with the USPTO under Litman's registration number - Listing Litman as attorney of record on patent filings - Putting Litman's name on patent front pages (Line 74) - Representing to clients that Litman is actively practicing - Using Litman's name on the nathlaw.com website
Under Section 4.2(v), the license automatically terminates without notice when "Licensor is no longer Manager of Licensee." The Management Agreement had a term through June 30, 2015. When B&P dissolved and the practice transitioned to NGM (Nath, Goldberg & Meyer) via the March 29, 2017 Combination Agreement, the LLO entity and the Manager relationship fundamentally changed.
Even if the Management Agreement was somehow extended or the Manager role continued through the Combination, the 2017 Combination Agreement and May 2017 Amendment created a new entity (NGM) that is NOT the Licensee under this agreement. The license was granted to LLO, and LLO cannot assign or sublicense it. NGM is not a party to the Royalty-Free License.
The Intangible Assets Purchase Agreement (Sept. 28, 2012) is the dispositive document that establishes Litman's personal ownership of ALL intangible property:
"The Purchase Assets and the asset already owned by Litman constitute the entire intangible property of LLO, which by this Agreement is sold, assigned and conveyed to Litman personally."
This means: - Before the stock exchange, LLO transferred all its intangibles to Litman personally - After the stock exchange, B&P got a shell corporation (LLO) with no intangible assets - The only way B&P/LLO could use the intangibles was through the Royalty-Free License - When the license terminated, all rights reverted to Litman
The Schedule A / Exhibit A explicitly lists marks "already owned by Litman" that include: - LITMAN - LITMAN LAW - RICHARD LITMAN - LITMAN LAW OFFICES, LTD. (Reg. No. 1861297)
These were NEVER transferred to LLO or anyone else. They were "acknowledged as already being owned by Litman." The $200,000 Assets Purchase Agreement sold only the SERVICE MARK registration for LITMAN LAW OFFICES, LTD. -- not the personal name marks LITMAN and RICHARD LITMAN.
The Schedule A explicitly lists as Purchase Assets owned by Litman: - litman@4patent.com (and other 4patent.com email addresses) - rlitman@litmanlaw.com (and other litmanlaw.com email addresses)
This makes the July 18, 2025 email elimination (Finding #23) not just a breach of Amendment Section 3 (as already established), but also a deprivation of Litman's personal property as established by the 2012 Intangible Assets Purchase Agreement. Goldberg eliminated email accounts that belong to Litman personally -- accounts that were never LLO's or B&P's or NGM's to eliminate.
The Schedule A lists 50+ domain names as owned by Litman personally, including: - All 4patent.com variants - All litmanlaw.com variants - richardlitman.com, richard.litman.name
This confirms Finding #43 (4patent.com domain control): NGM's control of 4patent.com infrastructure, routing through nathlaw.onmicrosoft.com, constitutes use of Litman's personal property without authorization.
The Schedule A lists Freedom Bank accounts 220001002, 220001028, 220001010, 220001036, and 220001185 as intangible assets transferred to Litman personally. The Management Agreement confirms Litman was "the largest shareholder, Director and Chairman of the Board of Directors" of Freedom Bank.
This massively strengthens Finding #99 (Freedom Bank spoliation): The accounts that Goldberg closed on July 28, 2025 were accounts that originated as LLO Purchase Assets -- assets that were sold to Litman personally and then licensed back to LLO. When the license terminated and the practice transitioned to NGM, NGM had no right to these accounts, yet continued to use them (Finding #102: $129,680 KSU wire routed through Freedom Bank in May 2024) and then destroyed them post-litigation.
The Schedule A explicitly lists "USPTO Customer Numbers 24396 and 37833" as Purchase Assets. These are the exact customer numbers at issue in the case: - CN-37833 = patent correspondence routing (Finding #107: Goldberg removed Litman's name from CN-37833 on May 1, 2025) - CN-24396 = Nicola Pizza trademark correspondence routing (Finding #72)
Goldberg's unilateral modification of CN-37833 (removing Litman's name, moving himself to primary email position) constitutes unauthorized alteration of Litman's personal property.
The 2012 agreements establish the complete ownership chain:
Then in 2017: 5. March 29, 2017: Combination Agreement between LLO/B&P and Nath & Associates 6. May 6, 2017: Amendment to Combination Agreement -- transfers 5 specific service marks and expressly carves out Litman's "name, signature, voice, image, photograph or likeness" (Exhibit R)
The 2017 Amendment (Exhibit R / Finding #86) is consistent with and reinforces the 2012 framework: Litman's personal name was NEVER part of any asset transfer. The Combination Agreement transferred specific service marks (including LITMAN LAW OFFICES, LTD.), but the Amendment's carve-out provision explicitly excluded personal name rights -- exactly as the 2012 Intangible Assets Purchase Agreement had structured it.
Goldberg's Affirmative Defense #10 (consent) fails because:
The Management Agreement makes clear that the royalty-free license was conditional on: - Payment of Freedom Bank Debt - Payment of $5,720/month Compensation - Maintenance of ERE coverage - Maintenance of professional liability insurance - Litman's continuing role as Manager
If any of these conditions failed, the license terminated. By the time of the NGM transition, multiple conditions had likely failed.
The Schedule A lists FIVE Freedom Bank account numbers: 220001002, 220001028, 220001010, 220001036, and 220001185. Previously only two accounts (220001002 and 220001028) were confirmed from the May 2017 Amendment. Three additional accounts (220001010, 220001036, 220001185) are now identified as original LLO Purchase Assets transferred to Litman personally. These may still hold client funds or may have been closed without disclosure.
The B&P employment was $550,000/year as Class B Shareholder, plus $5,720/month ($68,640/year) as Managing Attorney of the LLO subsidiary. Total compensation: $618,640/year, plus bonuses. This establishes the baseline for what Litman's professional identity was worth.
The 2012 Intangible Assets Purchase Agreement and Bill of Sale establish Litman's personal ownership of litman@4patent.com, all @4patent.com addresses, all @litmanlaw.com addresses, and 50+ domain names. This transforms the email elimination (Finding #23), the 4patent.com DKIM routing (Finding #43), and the 91-alias infrastructure (Finding #110) from contractual breaches into property deprivation.
Two versions of the Royalty-Free License exist in the record. The standalone notarized copy (notarized 9/28/2012) says "non-exclusive, non-transferable." The copy in the B&P agreements package says "exclusive, non-transferable." The difference is legally significant: an exclusive license would give LLO the sole right to use the IA, while a non-exclusive license would allow Litman to license the IA to others simultaneously. Both versions agree the license is non-transferable and conditioned on the Manager role.
Multiple agreements (Tax-Free Stock Exchange Section 7.2, Shareholder Agreement Section 4(b), Management Agreement Section 3) obligate B&P to pay the Freedom Bank Debt and indemnify Litman. B&P "unconditionally and irrevocably agrees to comply with the terms and conditions of the Bank" and "expressly waives (i) any defense or claim of discharge based on any setoff, counterclaim, recoupment or similar legal or equitable right." This indemnification obligation transferred to NGM via the 2017 Combination. Whether Goldberg honored it is a discovery target.
These documents establish a dispositive chain of title for Litman's name and professional identity:
These are the foundational documents that the entire case rests upon. Combined with Exhibit R (the 2017 contractual carve-out) and the Nunc Pro Tunc Assignment (Goldberg's recorded acknowledgment that Litman owns his name), they create an airtight ownership chain that Goldberg cannot overcome with any consent-based defense.