EX-10(b)
Licensing Agreement DATED 2000
ASSIGNMENT AGREEMENT
Maxxplay Enterprises Inc - xxxxXxxx.xxx Inc
Maxxplay Enterprises, Inc.
("Maxxplay")
and
xxxxXxxx.xxx, Inc.
("MaxxZone ")
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ASSIGNMENT AGREEMENT
Maxxplay Enterprises, Inc. - xxxxXxxx.xxx, Inc.
This Agreement (the "Agreement") is made and entered into as
of June 15, 2000, by and between Maxxplay Enterprises Inc, a
company incorporated under the laws of the State of Nevada
("Maxxplay"), and xxxxXxxx.xxx, Inc., also a company
incorporated under the laws of the State of Nevada
("MaxxZone"), (hereinafter the "Parties").
DEFINITIONS
For the purpose of this Agreement, the terms set forth
hereunder shall have the following meanings:
1. "Program" shall mean the Maxx Axxess Program, as
generally outlined in Schedule A., and any or all extensions,
modifications, improvements and developments thereof; and all
existing and future Games, products, programs and other
activities in the Territory;
2. "Product" shall mean all of the products as listed in
Schedule B., any or all modifications, variations, extensions,
improvements and developments thereof, any and all new
products acquired by Maxxplay, and any and all other products
of the Program;
3. "Games" shall mean all of the programs as listed in
Schedule C., and any or all extensions, modifications,
improvements and developments thereof; and any or all new
games of the Program
4. "Website" shall mean the internet website portal
xxxxXxxx.xxx as presently exists for the Program, and any or
all extensions, modifications, improvements and developments
thereof; including all related content and graphics, but
excluding any webpage as is presently, or will in the future
be, hosted by the Website, as specifically relates to, and is
categorized as, marketing of the Program and Games; and where
such marketing webpages are only hosted by the Website on
behalf of any third party
5. "Property" shall mean -
(a) the Program and Website as presently exist; and as may
come into possession of Maxxplay in the future, including all
related existing samples, materials, components, tooling,
prototypes and plans
(b) All other intellectual property, assets, rights and
licenses relating to or connected with the Website of which
Maxxplay is the proprietor or entitled to be the proprietor in
the Territory; including, but not exclusive to all patent,
trademark, design, domain name and copyrights, and as
described in Schedule D;
6. "Rights" shall mean -
(a) exclusive internet website portal right to service the
Program; including the hosting and portal rights for all
related associations, organizations, public supporter
networks, membership clubs, chat groups and special interested
communities as may exist or will come into existence in the
future;
(b) Website use of all Program related trademarks, graphics,
logos, slogans and domain names, as exist at present and as
may be obtained in future by Maxxplay and or MaxxZone, in the
operation and marketing of the Website in the Territory;
(c) ownership of the Website and all related intellectual
property, assets, rights and licenses relating to or connected
with the Website of which Maxxplay is the proprietor or
entitled to be the proprietor in the Territory; including, but
not exclusive to all trademark, design, domain name and
copyrights, and as described in Schedule D;
7. "Territory" shall mean all of the United States of
America, Canada, Mexico, Puerto Rico, Bermuda, the Bahamas and
the Caribbean Islands, in which Maxxplay and or MaxxZone have
registered, unregistered, or no commercial rights, and subject
always to the possession by MaxxZone of rights under the laws
of any country to exercise the Rights under this Agreement;
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8. "Market" shall mean all channels of marketing,
distribution, sales and other means of commercializing the
Product and Program, including retails, premium, electronic,
catalogue, eCommerce and other direct sales, dealership and
franchise channels, in the Territory
RECITALS
A. MaxxZone has established, owns and represents, a
corporate structure and expertise capable of optimizing
commercial access to the vast community of sports fun players
within the Territory
B. Maxxplay has acquired a marketing model and plan for an
international attitudinal, lifestyle and communications
program to increase sports participation - the Program
C. Maxxplay has also acquired the rights to other
intellectual property relating to or connected with the
Product and Website of which Maxxplay is the proprietor or
entitled to be the proprietor in the Territory; including, but
not exclusive to all patent, trademark, design, domain name
and copyrights, and herein defined as the Property
D. Development of the Program, Product, Games and Website as
acquired by Maxxplay, is based on twenty-five (25) years of
related practical experience, specific Product research and
development for the past fifteen (15) years, specific business
and marketing plans for the past (5) years, final Program and
Product graphic design and specifications for the past (2)
years; and corporate and financial research and plans, patents
and trademark designs, internet domains and webpage content
development and construction during the past one (1) year,
E. The total cost of the Website, and all related Rights as
proposed for assignment by Maxxplay to MaxxZone, is calculated
by Maxxplay at One Hundred and Forty-five Thousand US Dollars
(US$145,000), and as described in Schedule E. Total
consideration for same is 3,700,000 shares of MaxxZone common
stock.
F. Maxxplay desires to assign all Program and Website
related Rights to MaxxZone for the exclusive ownership and use
in the Territory and Market, and MaxxZone desires to accept
the assignment and obligations upon the terms and conditions
of this Agreement.
NOW, THEREFORE in consideration of the mutual promises
contained herein, the receipt and sufficiency of which is
hereby acknowledged, the parties consent and agree as
follows.
ACCORDINGLY, for good and valuable consideration, and in
further consideration of the forgoing and the mutual
covenants, agreements, representations and warranties
herein contained, the Parties hereby further agree as
follows:
Article 1 RIGHTS
Maxxplay hereby assigns to MaxxZone the exclusive Rights
for the Market and Territory as defined; the cost of
which is calculated by Maxxplay One Hundred and Forty-
five Thousand US Dollars (US$145,000); upon the
additional terms and conditions set forth in this
Agreement, and MaxxZone hereby accepts such costing, and
the assignment and obligations upon the terms and
conditions contained herein.
Article 2. CONSIDERATION
In sole consideration of the Rights assigned by Maxxplay
to MaxxZone under this Agreement, MaxxZone shall grant
and issue to Maxxplay, and or nominee, three million and
seven hundred thousand (3,700,000) Common Shares, with
par value of $0.001, in the stock of MaxxZone; or that
number of Common shares which; when computed as a
percentage of the Common Shares outstanding and disclosed
prior any private placement offering by MaxxZone, or any
other public, private or other investment offering by
MaxxZone; shall give ownership to Maxxplay, and or
nominee, of eighty-three percent (83%) of the Common
shares in the stock of MaxxZone outstanding prior any
such offering.
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Article 3. NON-COMPETITION
Neither Maxxplay or MaxxZone, their respective agents,
employees, shareholders, officers, directors or any other
company or person with which either party has any other
commercial relationship, association, affiliation and/or
agreement, other than specifically provided for in this
Agreement, shall
3.1 neither appoint nor otherwise allow any other
entity, either directly or indirectly to,
manufacture, import, sell, market or distribute the
Program, Games, Website and related Property; or any
improvements therein or any like programs, games or
websites as may reasonably be deemed to compete with
the Property, Program, Games, Product and Website
under this Agreement;
3.2 nor, either directly or indirectly, endorse, manufacture,
import, sell, market, distribute or grant the Rights to the
Program, Games, Website and related Property; or any
improvements therein; or any like programs, games or products
as may reasonably be deemed to compete with the Property,
Program, Games, Product and Website under this Agreement;
3.3 nor, offer services to any other entity, either directly
or indirectly, as may reasonably be deemed to compete with the
Program, Games, Product and Website under this Agreement
Article 4. REPRESENTATIONS AND WARRANTIES
4.1 MaxxZone
(a.) Organization and Qualification. MaxxZone is a
corporation, duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its
incorporation, with the requisite corporate power and
authority to own and use its properties and assets and to
carry on its business as currently conducted. MaxxZone has no
subsidiaries. MaxxZone is duly qualified to do business and is
in good standing as a foreign corporation in each jurisdiction
in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where
the failure to be so qualified or in good standing, as the
case may be, could not reasonably be expected to have,
individually or in the aggregate, a material adverse effect on
(a) the results of operations, assets, prospects, or financial
condition of MaxxZone, or (b) Maxxplay's rights under this
Agreement (a "Material Adverse Effect").
(b.) Authorization; Enforcement. MaxxZone has the requisite
power and authority to enter into and to consummate the
transactions contemplated hereby and otherwise to carry out
its obligations hereunder. This Agreement has been duly
executed and delivered by MaxxZone and constitutes the valid
and binding obligation of MaxxZone enforceable against
MaxxZone in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar
laws relating to, or affecting generally the enforcement of,
creditors' rights and remedies or by other equitable
principles of general application.
(c.) Capitalization. MaxxZone has 20,000,000 Common Shares
authorized and 5,000,000 preferred. No shares of Common Stock
are entitled to preemptive or similar rights. There are no
outstanding options, warrants, script rights to subscribe to,
calls or commitments of any character whatsoever relating to,
or, securities, rights or obligations convertible into or
exchangeable for, or giving any person any right to subscribe
for or acquire any shares of Common Stock, or contracts,
commitments, understandings, or arrangements by which MaxxZone
is or may become bound to issue additional shares of Common
Stock, or securities or rights convertible or exchangeable
into shares of Common Stock. MaxxZone is not in violation of
any of the provisions of its respective certificate of
incorporation, bylaws or other charter documents.
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(d.) The Common Stock. The Shares have been duly and validly
authorized and, when delivered as provided hereunder, shall be
valid, fully paid and non-assessable binding obligations of
MaxxZone enforceable in accordance with their terms.
(e.) No Conflicts. The execution, delivery and performance of
this Agreement by MaxxZone and the consummation by MaxxZone of
the transaction contemplated hereby do not and will not (i)
conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or
instrument to which MaxxZone is a party, or (ii) result in a
violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or govern
mental authority to which MaxxZone is subject (including
federal and state securities laws and regulations), or by
which any property or asset of MaxxZone is bound or affected.
The business of MaxxZone is not being conducted in violation
of any law, ordinance or regulation of any governmental
authority, except for violations, which, individually or in
the aggregate, do not have a Material Adverse Effect.
(f.) Consents and Approvals. MaxxZone is not required to
obtain any consent, waiver, authorization or order of, or make
any filing or registration with, any court or other federal,
state, local or other governmental authority or other Person
in connection with the execution, delivery and performance by
MaxxZone of this Agreement, other than, in all cases, where
the failure to obtain such consent, waiver, authorization or
order, or to give or make such notice or filing, would not
materially impair or delay the ability of MaxxZone to deliver
the Shares free and clear of all Liens (collectively, the
"Required Approvals").
(g.) Litigation; Proceedings. There is no action, suit,
notice of violation, proceeding or investigation pending or,
to the best knowledge of MaxxZone, threatened against or
affecting MaxxZone or any of its properties before or by any
court, governmental or administrative agency or regulatory
authority (federal, State, county, local or foreign) which (i)
relates to or challenges the legality, validity or
enforceability of this Agreement or the Shares of Common Stock
(ii) could, individually or in the aggregate, have a Material
Adverse Effect or (iii) could, individually or in the
aggregate, materially impair the ability of the MaxxZone to
perform fully on a timely basis its obligations under this
Agreement.
(h.) No Default or Violation. MaxxZone is not (i) in default
under or in violation of any indenture, loan or credit
agreement or any other agreement or instrument to which it is
a party or by which it or any of its properties is bound,
except such conflicts or defaults as do not have a Material
Adverse Effect, (ii) in violation of any order of any court,
arbitrator or governmental body, except for such violations as
do not have a Material Adverse Effect, or (iii) in violation
of any statute, rule or regulation of any governmental
authority which could (individually or in the aggregate) (x)
adversely affect the legality, validity or enforceability of
this Agreement, (y) have a Material
Adverse Effect or (z) adversely impair MaxxZone's
ability or obligation to perform fully on a
timely basis its obligations under this Agreement.
(i.) Certain Fees. No fees or commission will be payable by
MaxxZone to any investment banker or bank with respect to the
consummation of the transactions contemplated hereby.
(j.) Non-Registered Offering. Neither MaxxZone nor any Person
acting on its behalf has taken or will take any action
(including, without limitation, any offering of any securities
of MaxxZone under circumstances which would require the
integration of such offering with the offering of the Shares
under the Securities Act) which might subject the offering,
issuance or sale of the Shares to the registration
requirements of Section 5 of the Securities Act.
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4.1 Maxxplay
(a) Organization; Authority. Maxxplay is an individual duly
and validly existing and in good standing under the laws of
the jurisdiction of his nationality and residency. He has the
requisite power and authority to enter into and to consummate
the transactions contemplated hereby and otherwise to carry
out its obligations hereunder and thereunder. The purchase of
the Shares of Common Stock hereunder has been duly authorized
by all necessary action on the part of Maxxplay. This
Agreement has been duly executed and delivered by Maxxplay or
on his behalf and constitutes the valid and legally binding
obligation of Maxxplay, enforceable against Maxxplay in
accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting
creditors' rights generally and to general principles of
equity.
(b) Investment Intent. Maxxplay is acquiring the Shares, for
his own account for investment purposes only and not with a
view to or for distributing or reselling the Shares or any
part thereof or interest therein, without prejudice, however,
to Maxxplay's right, subject to the provisions of this
Agreement, at all times to sell or otherwise dispose of all or
any part of the Shares in compliance with applicable federal
and State securities laws.
(c) Maxxplay's Status. At the time Maxxplay was offered the
Shares, he was, and at the date hereof, he is, and at the
Closing Date, it will be, an "accredited investor" as defined
in Rule 501(a) under the Securities Act. Maxxplay is
purchasing the Shares, for its own account.
(d) Experience of Maxxplay. Maxxplay, either alone or
together with his representatives, has such knowledge,
sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks
of the prospective investment in the Shares, and has so
evaluated the merits and risks of such investment.
(e) Ability of Maxxplay to Bear Risk of Investment. Maxxplay
is able to bear the economic risk of an investment in the
Shares and, at the present time, is able to afford a complete
loss of such investment.
(f) Prohibited Transactions. The Shares to be purchased by
Maxxplay are not being acquired, directly or indirectly, with
the assets of any "employee benefit plan", within the meaning
of Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended.
(g) Access to Information. Maxxplay acknowledges that he has
been afforded (i) the opportunity to ask such questions as he
has deemed necessary of, and to receive answers from,
representatives of the MaxxZone concerning the merits and
risks of investing in the Shares; (ii) access to information
about MaxxZone and MaxxZone's financial condition, results of
operations, business, properties, management and prospects
sufficient to enable it to evaluate its investment in the
Shares; and (iii) the opportunity to obtain such additional
information which MaxxZone possesses or can acquire without
unreasonable effort or expense that is necessary to make an
informed investment decision with respect to the Shares.
(h) Reliance. Maxxplay understands and acknowledges that (i)
the Shares are being sold, to him without registration under
the Securities Act in a transaction that is exempt from the
registration provisions of the Securities Act and (ii) the
availability of such exemption, depends in part on, and that
MaxxZone will rely upon, the accuracy and truthfulness of, the
foregoing representations and Maxxplay hereby consents to such
reliance.
(i) Product As at the date hereof Maxxplay is the owner of,
and has the sole rights in the Product.
(j) Claims of Infringements. To the best of Maxxplay's
knowledge, at the date hereof, no claim of infringement of any
product or intellectual property rights has been made or is
pending against Maxxplay or any entity from which Maxxplay has
obtained such rights.
(k) Infringement. The Product as is the subject of this
Agreement, does not infringe the intellectual property rights
of any third party.
(l) Assignment; Licenses. Maxxplay has not assigned,
transferred, licensed, pledged or otherwise encumbered the
Property as at the date hereof.
(m) Patents. As at the date hereof Maxxplay is not aware of
any questions or challenges with respect to the validity of
any claims of any patent or patent applications with respect
to the Product.
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Maxxplay shall cooperate fully with MaxxZone, use its
best effort and take all reasonable steps necessary to
remedy any actual or alleged breaches of the foregoing
representations and warranties, and will pay any and all
costs and expenses (including attorneys fees and costs)
incurred by any of the parties hereto in effectuating
such remedies
Article 5. RELATIONSHIP OF PARTIES
The relationship of the parties of this Agreement shall
be that of independent contractors. Nothing contained in
this agreement shall be construed to create an agency,
partnership, joint-venture or employment relationship
between the Parties, nor to make MaxxZone the agent for
Maxxplay for any purpose, and no party hereto shall have
any right whatsoever to incur any liabilities or
obligations on behalf of or binding upon the other Party.
Article 6. DEFAULT AND ARBITRATION
6.1 Any breach of the terms and conditions
contained herein which is not remedied, following
proper notice, within thirty (30) days from the date
of such notice, shall constitute an Event of default
under this Agreement;
6.2 Upon such default and failure to remedy by
defaulting party, the non-defaulting party may, by
thirty days written notice to the other party,
terminate Agreement without prejudice to any rights
under this Agreement or otherwise which may accrue
to either party as of the date of the Agreement;
6.3 All disputes arising in connection with or
relating to this Agreement, or the breach thereof,
shall be finally settled by arbitration by one or
more arbitrators appointed by the President for the
time being of the Law Society of the State of
Nevada, in accordance with the rules applicable to
Commercial Arbitration under the laws of the said
State.. The site of such arbitration shall be the
State of Nevada. or such place as the parties may
agree upon. The award of the Arbitrator shall be
final and may be enforced in any and all courts
having jurisdiction over the party against which the
award is rendered.
Article 7. NOTICES
Any notices required or permitted hereunder shall be
given in writing and it or any certification or other
documents delivered hereunder shall be deemed effectively
given or delivered upon personal delivery or when mailed
by certified mail delivery or when sent by commercial
courier service to the following addresses -
XxxxXxxx.xxx, Inc.
0000 X. Xxxxx Xxxxxx
Xxxxxxx Xxxxx 0000
Xxxxxxxxx, Xxxxxx
00000
or to such other address of which either party shall have
given notice pursuant hereto to the other.
Articles 8. ASSIGNMENT of AGREEMENT
MaxxZone may assign and or sub-license the rights,
interest and obligations under the Agreement to a
successor entity, subsidiary or division which
exclusively conducts the business pertaining to the
Product, Games, Program and Property Rights as assigned
under this Agreement; MaxxZone is not otherwise entitled
to assign or sub-license the benefit of this Agreement
Article 9. SEVERABILITY
If any provision of this Agreement is held to be
prohibited by or invalid under any applicable law by any
court or tribunal, such provision shall be ineffective
only to the extent of such prohibition and shall not
effect the validity of the remaining provisions hereof.
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Article 10. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between
the parties, supersedes all prior oral and written
agreements and understandings between the parties, and
can be altered, amended or modified only in writing and
as duly executed by all parties.
Article 11. BINDING AGREEMENT
This Agreement shall be binding upon and shall inure to
the respective parties hereto and their legal successors,
heirs, administrators and assigns.
Article 12. EXECUTION OF AGREEMENT
This Agreement embodied in the English language and is
executed as of two original counterparts made between
Maxxplay and MaxxZone each of which are signed by the
authorized officer of each organization who represent
that they have the authority to enter this agreement on
behalf of their respective organizations.
Article 13. GOVERNING LAW
This Agreement must be interpreted in conformity with the
laws of State of Nevada and the parties submit to the non-
exclusive jurisdiction of the Courts of that State and
all courts of appeal therefrom.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
For and on behalf of
Maxxplay Enterprises, Inc.
By: /s/ Xx. Xxxxxx X. Xxxx
---------------------------
Chairman of the Board
For and on behalf of
xxxxXxxx.xxx, Inc.
By: /s/Xxxxxx Xxxxxx
---------------------
President
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