TRANSFER AND ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT is made as of April 1, 2000 (the "Effective Date"),
between Hidenet Secure Architectures Ltd. ("Assignor") and Network Xxxxxxx.Xxx
Inc. ("Assignee").
Whereas Assignor is the owner of certain intellectual property, relating
to data encryption and filtering, including without limitation
the intellectual property specified in Exhibit A attached hereto
(the "Intellectual Property").
Whereas Assignor is the owner of certain equipment specified in Exhibit B
attached hereto (the "Assets").
Whereas Assignor desires to assign such Intellectual Property rights and
transfer such Equipment to Assignee and Assignee desires to buy
such Intellectual Property rights and Equipment, all in
accordance with the terms and conditions of this Agreement, and
NOW, THEREFORE the parties hereby agree as follows:
1. Assignment of Rights, Transfer of Equipment.
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Effective as of the date of this Agreement, Assignor hereby
assigns all of Assignor's right, title and interest in and to
both the tangible and the intangible property constituting the
Intellectual Property, and transfers the Equipment, in
consideration for the payment under section 3 below.
2. Assistance.
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Assignor shall assist the Assignee in every proper way upon
request to obtain for its benefit patents, copyrights, trade
names, trademarks, service names and service marks for any and
all the Intellectual Property (the "IP Rights"). The IP Rights
and any registration and applications therefore are to be, and
remain, the exclusive property of the Assignee. Assignor
agrees that, it will, whenever so requested by the Assignee,
make, execute and deliver to the Assignee without charge, any
and all applications, assignments and all other instruments
which the Assignee shall deem necessary or appropriate in
order to apply for and obtain such IP Rights or in order to
assign and convey to the Assignee the sole and exclusive
right, title and interest therein and thereto.
3. Consideration.
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In consideration for the assignment of the IP Rights and
transfer of Equipment, the Assignee shall pay the assignor, an
amount equal to US $325,000. The Assignee shall pay the
aforementioned consideration and interest immediately upon the
completion of a private placement investment or within 24
months from the Effective Date, which ever comes first,
provided, however, that such payments shall be due immediately
in the event that Assignee transfers, assigns or sell its
rights in the IP within the 24-month period.
4. Royalties.
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4.1 In addition to the Consideration specified in Section 3
above, the Assignee shall pay the Assignor in
consideration of the assignment of the IP Rights,
royalties equal to 1.0% of the sales proceeds actually
received by the Assignee within 2 years from the
Effective Date.
4.2 The Royalties shall be paid quarterly within 45 days of
the end of the applicable quarter with respect to sales
proceeds actually obtained during the preceding fiscal
quarter.
5. Miscellaneous.
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5.1 Entire Agreement. This Agreement constitutes the entire
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understanding of the parties with respect to the subject
matter hereof and supersedes all prior written and oral
understandings. This Agreement may not be modified or
amended except by a written agreement signed by the
parties hereto.
5.2 Governing Law. This Agreement shall be governed by the laws of
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the State of Israel, without giving effect to its
principles on conflict of law.
5.3 Assignment. This Agreement may not be assigned by either party
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without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
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Hidenet Secure Architectures, Ltd. XxxxxxxXxxxxxx.Xxx, Inc.
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxx
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Name: Xxx Xxxxxxx Name: Xxxxxx Xxxxxxxx
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Title: President Title: Chief Executive Officer
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Exhibit A
Intellectual Property, transferred on an agreement between Assignor Royce
Investment Group, Xxxxx Xxxxxxxx, Xxxxxxxx Xxxxx and Xxxx Xxxxxxxx, dated June
11, 1999, attached hereto as Schedule 1.
U.S. Patent Application No. 09/438.973 titled "Method and System for Data
Encryption and Filtering" filed on October 21, 1999.
Exhibit B
All office equipment including but not limited to: Computers, Telephones, Fax
and copy machines, all furniture, etc.
