(Language more favorable to Buyer)

Information & Benefits:
The following information and benefits is what distinguishes us from other online providers.

Designer/Developer ("Assignor") assigns to another ("Assignee") all right, title and interest (choate or inchoate) in (i) the subject matter referred to in Exhibit A ("Software"), (ii) all precursors, portions and work in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know-how, materials and tools relating thereto or to the development, support or maintenance thereof and (iii) all copyrights, patent rights, trade secret rights, trademark rights, mask works rights and all other intellectual rights of any sort and all business, contract rights and goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing (collectively "Intellectual Property").

What will the Assignee exchange for the rights assigned by Assignor? Money or money's worth can include cash, stock or other property in any combination. The nature of the exchange may warrant additional investigation in order to ascertain the tax consequences and often, a tax-free exchange can be designed. However, never forget to reduce the terms of any such transfer into writing. Therefore, if the Assignor will receive stock for his rights, the issuance of shares should be pursuant to a Stock Purchase Agreement.

In any assignment, the Assignor should promise that it: (i) was the sole owner (other than the Assignee) of all rights, title and interest in the Intellectual Property and, (ii) has not assigned, transferred, licensed, pledged or otherwise encumbered any Intellectual Property or agreed to do so, (iii) has full power and authority to enter into this Agreement and to make the assignment, (iv) is not aware of any violation, infringement or misappropriation of any third party's rights (or any claim thereof) by the Intellectual Property, [(v) was not acting within the scope of employment by any third party when conceiving, creating or otherwise performing any activity with respect to anything purportedly assigned.

Further Assurances
Assignor should also promise to assist the Assignee in every legal way to evidence, record and perfect the assignment and to apply for and obtain recordation of and from time to time enforce, maintain, and defend the assigned rights.

Power of Attorney
If the Assignee is unable for any reason whatsoever to secure the Assignor's signature to any document it is entitled to under this Section, Assignor hereby irrevocably designates and appoints the Assignee and its duly authorized officers and agents, as his agents and attorneys-in- fact with full power of substitution to act for and on his behalf and instead of Assignor, to execute and file any such document or documents and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Assignor.

Confidential Information
Assignor will not use or disclose anything assigned to the Assignee hereunder or any other business information or plans of the Assignee, except to the extent Assignor
can document that it is generally available (through no fault of Assignor) for use and disclosure by the public without any charge, license or restriction and agrees that there is no adequate remedy at law for a breach, that such a breach would irreparably harm the Assignee and that the Assignee is entitled to equitable relief (including, without limitations, injunctions) with respect to any such breach or potential breach in addition to any other remedies.

The assignment and stock issuance hereunder is intended to qualify for tax-free treatment
under Internal Revenue Code Section 351. See the explanation of IRC Section 351 in Section C of Chapter I; if Section 351 criteria are not met, the transaction will likely be taxable even though Developer receives only illiquid stock as consideration.

In the event any part, portion or provision or paragraph of this Agreement is declared void or invalid, the remaining portions of this Agreement are not affected and remain in full force and effect.

Mediation and Arbitration
Mediation and Arbitration should always specify a location in a convenient jurisdiction (preferably, in the same county where they run their business). Mediation is a non-binding way to settle the dispute quickly and amicably. If unable to settle in mediation, arbitration is first option available. Arbitration is the preferred alternative to litigation because of speed, cost, and ability to maintain low profile (no info is publicly available).

Governing Law
Always stipulate that the contract will be governed under the law and jurisdiction where business is conducted. Always make sure that venue and jurisdiction are convenient.

No Modification or Waiver
No modifications except those specifically agreed upon by the parties in writing. Any waiver of a term or provision will not act as a waiver of any other provision.

Entire Agreement
This agreement constitutes the entire agreement of the parties and may be modified only in a writing executed by both parties.

Notices should always list the current and best addresses where each party may contact the other for whatever reason.


Real Lawyers. Real People.
Spiegel & Utrera, P.A. : Affordable Agreements. Custom-Fit Contracts.

Why do I need a Legal Contract or Agreement?

Our Office


1840 Coral Way
4th Floor
Miami, FL 33145
Toll Free: (800) 603 - 3900
(305) 854-6000
Fax: (305) 857-3700
Natalia Utrera, Esq.,
Managing Attorney

New York City

1 Maiden Lane
5th Floor
New York, NY 10038
Toll Free: (800) 576-1100
(212) 962-1000
Fax: (212) 964-5600
Nicolas Spigner, Esq.
Managing Attorney

Clifton, NJ

642 Broad St., Suite 1B
Clifton, NJ 07013
Toll Free: (888) 336-8400
(973) 473-2000
Fax: (973) 778-2900
Sandy A. Adelstein
Managing Attorney

Los Angeles

8939 S Sepulveda Blvd.
Suite 400
Los Angeles, CA 90045
Toll Free: (888) 520-7800
(310) 258-9700
Fax: (310) 258-9400
Nicolas Spigner, Esq.
Managing Attorney


9 East Loockerman Street
Suite 202
Dover, DE 19901
Toll Free: (888) 641-3800
(302) 744-9800
Fax: (302) 674-2100
Courtney Riordan, Esq.
Managing Attorney

Las Vegas

2545 Chandler Avenue
Suite 4
Las Vegas, NV 89120
Toll Free: (888) 530 4500
(702) 364 2200
Fax: (702) 458 2100
Joel S. Beck, Esq.
Managing Attorney


Continental Office Plaza, Suite L12
2340 Des Plaines River Road
Des Plaines, IL 60018
Toll Free: (888) 514-9800
(312) 443-1500
Fax: (312) 443-8900
Michael C. Welchko, Esq.
Managing Attorney

General Counsel Club®

Unlimited Legal & Business Advice
Toll Free: 1 (800) 734 - 9900
Fax: 1 (800) 520 - 7800
Natalia Utrera, Esq.,
Managing Attorney



There are many benefits to starting a business and incorporating. Some of the benefits of starting a business include protection of your personal assets, ease of raising capital, gain anonymity, available tax benefits and more!

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