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Assignment 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").
Consideration 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.
Warranty 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.
Taxes 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.
Severability 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 Notices should always list the current and best addresses where each party may contact the other for whatever reason.
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