EXHIBIT 99.10
DOMAIN NAME ASSIGNMENT
THIS DOMAIN NAME ASSIGNMENT ("Assignment") is made the 21st day of
January, 2005, and is entered into by and between Citel Technologies Limited,
company number 02459517, a corporation organized under the laws of England and
Wales ("Purchaser"), and Verso Technologies, Inc., a Minnesota corporation
("Seller"). Each of the foregoing parties is referred to herein individually as
a "Party" and together as the "Parties."
RECITALS:
WHEREAS, Seller is the sole and exclusive owner of all rights in and to
the internet domain name registration listed in Annex A hereto (the "Assigned
Domain Name"), and Seller and Purchaser have agreed that the Purchaser is to
acquire all of Seller's right, title and interest in and to the Assigned Domain
Name,
NOW, THEREFORE, the Seller has entered into this Assignment to acknowledge
and confirm that the ownership of the Assigned Domain Name is vested in the
Seller and to assign all its interests in the same to the Purchaser.
IT IS AGREED as follows:
1. Assignment.
1.1 Seller as the sole and exclusive owner of the Assigned Domain Name
hereby irrevocably sells, assigns, transfers, conveys and delivers to Purchaser
and its successors and assigns, and Purchaser hereby purchases and accepts from
Seller, all of Seller's right, title and interest in and to the Assigned Domain
Name, including, without limitation, all renewals, extensions and reversions of
such rights and the right to xxx and recover damages and other remedies for past
infringements of the same and all trademark rights and associated goodwill
Seller may have in them and all right title and interest in any physical
embodiment of the Assigned Domain Name (including any certificates).
1.2 To the extent that any of the rights to be assigned under Clause 1.1
above are not wholly and/or validly assigned to the Purchaser, the Seller shall
hold them upon trust for the full and exclusive benefit of the Purchaser.
2. Cooperation and Recordation. Seller hereby agrees to cooperate with
Purchaser as reasonably necessary and to execute any further documents and / or
deeds and/or do any such things as the Purchaser may require to give full effect
to the rights of the Purchaser in the Assigned Domain Name and /or the benefit
of this Assignment including with respect to making any necessary filings with
the applicable domain name registrars. The Parties agree that Purchaser may file
this Assignment with the applicable domain name registrars, and take any other
necessary action, to effect the transfer of rights contemplated herein.
Purchaser shall be responsible for all reasonable expenses and costs associated
therewith. Seller will deliver up to the Purchaser all documents, material
and/or other media which may be in the Seller's
Domain Name Assignment
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possession, power or control which comprises or contains any part of or
information in relation to the Assigned Domain Names (including all attorneys'
files and papers) with thirty (30) business days after execution of this
Agreement, and the Seller undertakes to take such action as the Purchaser may
reasonably require to assist the Purchaser in bringing or defending any
proceedings relating to the Assigned Domain Names.
3. Moral Rights. The Seller irrevocably and unconditionally waives and has
procured or shall procure from all employees and third parties who have created
works for or on behalf of the Seller in relation to the MCK business the
irrevocable and unconditional waiver of all their moral rights in such works.
4. Miscellaneous. This Assignment shall be governed by, and interpreted in
accordance with, the laws of England and Wales, without reference to its
conflict of laws rules. Any provision of this Assignment may only be amended,
modified, waived or supplemented in whole or in part at any time by an agreement
in writing among the Parties executed in the same manner as this Assignment. No
failure on the part of any Party to exercise, and no delay in exercising, any
right shall operate as waiver thereof, nor shall any single or partial exercise
by either Party of any right preclude any other or future exercise thereof or
the exercise of any other right. This Assignment shall bind and inure to the
benefit of the respective Parties and their assigns, transferees and successors.
It is intended by the Parties that this Assignment shall be effected as a deed
and may be executed in two or more counterparts, each of which shall be deemed
to constitute an original, but all of which together shall constitute one and
the same document.
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IN WITNESS WHEREOF, the Parties have caused this Domain Name Assignment to
be executed and delivered as a deed on the date first written above by their
respective officers thereunto duly authorized.
SELLER:
Executed as a deed by
VERSO TECHNOLOGIES, INC. in accordance with its Articles of
Incorporation
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxxx
----------------------------
Title: Executive Vice President and
Chief Financial Officer
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PURCHASER:
Executed as a deed by
CITEL TECHNOLOGIES LIMITED in accordance
with its constitution
Acting by:
/s/ Xxxxxxx Xxxxxx Xxxxxxxx
---------------------------------
Director
/s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Director / Secretary
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ANNEX A
ASSIGNED DOMAIN NAME
DOMAIN NAME OWNER REGISTRAR EXPIRATION DATE
XXX.xxx Verso Technologies, Inc. Network Solutions, LLC January 20, 2008
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