Exhibit 10.46
CONVEYANCE AGREEMENT
THIS Conveyance Agreement ("Agreement"), made and entered
into as of the 12th day of June, 1997, by and between ijob, Inc.
("ijob"), an Oklahoma corporation whose principal place of
business is 00000 Xxxxxx Xxxx, Xxxxxx, Xxxxxxxx 00000 ("ijob"),
and HT Technologies, Inc., an Oklahoma corporation whose
principal place of business is 0000 X. Xxxxxxxx Xxxx, Xxxxxx,
Xxxxxxxx 00000 ("HT").
1. Conveyance of Rights. HT hereby transfers, grants,
conveys, assigns and relinquishes exclusively to ijob all of HT=s
right, title, and interest in and to the assets identified on
Exhibit A attached hereto, in perpetuity (or for the longest
period of time otherwise permitted by law). This Agreement is
executed pursuant to the Asset Purchase Agreement between ijob
and HT of even date herewith.
ijob, Inc. Human Technologies, Inc.
By: /s/ Xxxxxx Xxxxx By: Xxxxx X. Xxxxxxxx
Name: Xxxxxx Xxxxx Name: Xxxxx X. Xxxxxxxx
Its: Vice President Its: President
Date: June 12, 1997 Date: June 12, 1997
EXHIBIT A: ASSETS
1. All of the software programs known as "XX0", "XX0", "Xxx-0"
and "ijob-Internet", including, without limiting the
generality of the foregoing, all original technical and
instructional documentation relating thereto .
2. All rights held by Human Technologies, Inc ("HT"), Xxxxx
Xxxxxxxx ("Xxxxxxxx") and/or Xxx Xxxxxxx ("Xxxxxxx") to the
Source and Executable Code of Programs listed in paragraph
1.
3. Assignment of all copyright powers and benefits related to
the software programs listed in paragraphs 1 and 2 held by
HT, Xxxxxxxx and/or Xxxxxxx including, but not limited to,
the right to produce, sell, modify, distribute, license, and
copy in full or part those items described in paragraphs 1
and 2. .
4. All "ijob" and "xxxx.xxx" and HT-1, HT-2, ijob-Internet and
Hal-1 related trademarks, trade names, sales marks, logos,
marketing concepts, and trade dress of the ijob business
concept.
5. Assignment of full ownership rights, including copyright and
other intellectual property rights, in all advertising,
instructional, or technical documents, whether printed or
computerized, relating to the software programs listed in
paragraphs 1 and 2. .
6. Legal title and ownership, or assignment where appropriate,
of any and all Internet properties, including, but not
limited to, domain names, addresses, unique URL's, and
service agreements relating to software programs listed in
paragraphs 1 and 2.
7. Assignment by HT, Xxxxxxxx and Xxxxxxx to ijob of all rights
to enforce and/or recover, for infringement or other legal
claims, past, present, or future, against any third party,
any of the rights or items transferred or assigned pursuant
to this Asset Purchase Agreement.
8. The goodwill of HT's, Xxxxxxxx'x and Xxxxxxx'x business
efforts related to the ijob business concept, including the
exclusive right to solicit the former clients or prospective
clients of HT in relation to the ijob business concept or
ijob services transferred or assigned pursuant to this Asset
Purchase Agreement.
9. Any and all rights to apply for, acquire, or retain the
benefit of any patentable subject matter derived from or
related to the ijob business concept, that at any time was
possessed by HT, in relation to the software programs
transferred or assigned pursuant to this Asset Purchase
Agreement.
