Exhibit 10.14
ASSIGNMENT AGREEMENT
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This ASSIGNMENT AGREEMENT (the "Agreement"), dated as of September 18,
2002, between 4net Software, Inc. (the "Assignor" or the "Company"), a Delaware
corporation located at 00 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxxxxx 00000,
and New England Computer Group, Inc. (the "Assignee"), a Connecticut corporation
located at 00 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, Xxxxxxxxxxx 00000.
WHEREAS, Assignor was engaged in, among other things, the business of
licensing Website content management software and the designing Websites.
Assignors clients enter into agreements to host their Website through Assignor
and in certain instances to license proprietary software from Assignor Attached
hereto as Schedule A is a list setting forth all of Assignor's clients as well
as the agreements such clients have with the Assignor (the "Assigned Clients");
WHEREAS, Assignee is engaged in the business of providing computer related
services, including the hosting and maintenance of Websites.
WHEREAS, Assignor desires to Assignee to provide Website maintenance and
hosting services to the Assigned Clients and Assignee is willing to provide
Website maintenance and hosting services to the Assigned Clients based on the
terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
representations, warranties and agreements contained herein, the parties hereto
agree as follows:
1. Assignment of Assigned Clients. As of September 1, 2002 (the "Effective
Date"), subject to payment of the Consideration as set forth below, the Assignor
will transfer, assign, convey and deliver to the Assignee, and the Assignee will
purchase, accept and acquire from the Assignor, all of the Assigned Clients.
2. Consideration. The Consideration to be paid by the Assignee to the
Assignor for the Assigned Clients shall consist of the following:
(a) Royalty Payments.
(i) For the month of September 2002, the Assignee shall pay to
Assignor fifty percent (50%) of the net revenue generated by the
Assigned Assets and actually received by the Assignee.
(ii) For each and every month following September 2002 until the
termination of this Agreement, the Assignee shall pay to Assignor
fifty percent (50%) of the gross revenue generated by the
Assigned Assets and actually received by the Assignee.
Royalty Payments shall be paid by Assignee to Assignor within 15
days of the closing date of the prior month.
(b) Assignee's Obligation to Maintain and Service the Assigned Clients.
Following the Effective Date, the Assignee will assume all responsibility for
the performance of all obligations, in service the assigned customers, including
but not limited to handling all service calls from the Assigned Clients. Any
payments received by the Assignee from the Assigned Clients for additional
programming work performed will be retained by the Assignee and not shared as
per Section 2. (a).
3. License.
(a) Ownership of 4netManagerTM The parties hereto agree that Assignor is
the exclusive owner of all right, title and interest in 4netManagerTM and
upgrades, and all copies thereof. All rights, title and interest in all
enhancements, modifications and derivative works of 4netManagerTM created by
Assignor or its agents shall immediately vest in Assignor upon creation.
(b) 4netManagerTM License. Certain of the Assigned Clients license
4netManagerTM in connection with the hosting of their Website. In connection
with the maintenance and hosting of the Websites of the Assigned Clients that
license 4netManagerTM, Assignee will be required to maintain a copy of
4netManagerTM on its server. Accordingly, Assignor grants Assignee a
nonexclusive, nontransferable license to use 4netManagerTM in connection with
the maintenance and hosting the Websites of the Assigned Clients, during the
term of this Agreement (the "4netManagerTM License"). The 4netManagerTM License
terminates upon the termination of this Agreement.
(c) Restrictions on 4netManagerTM License. No right is granted by Assignor
to Assignee under this Agreement for the use of 4netManagerTM, except in
connection with Assignee's providing maintenance and hosting services to the
Assigned Clients. Assignee represents and agrees not to: (i) modify or create
any derivative works of 4netManagerTM, including translation or localization;
(ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive
the source code for 4netManagerTM (except to the extent applicable laws
specifically prohibit such restriction); (iii) redistribute, encumber, sell,
rent, lease, sublicense, or otherwise transfer rights to 4netManagerTM; (iv)
remove or alter any trademark, logo, copyright or other proprietary notices,
legends, symbols or labels in 4netManagerTM; or (v) publish any results of
benchmark tests run on 4netManagerTM to a third party without Assignors prior
written consent.
4. Further Assurances; Cooperation. In connection with this Agreement, the
parties shall from time to time after the Effective Date, upon the request of
any other party and without further consideration, execute, acknowledge and
deliver in proper form any further instruments or documents, and take such
further actions as such other party may reasonably require, to carry out
effectively the intent of this Agreement.
5. Indemnification.
(a) Assignor shall indemnify and hold harmless the Assignee against and in
respect of any and all claims, suits, actions, proceedings (formal and
informal), judgments, deficiencies, damages, settlements, liabilities, and legal
and other expenses (including reasonable legal fees) as and when incurred
arising out of or based upon the maintenance or hosting of the Assigned Clients
prior to the Effective Date.
(b) Assignee shall indemnify and hold harmless the Assignor against and in
respect of any and all claims, suits, actions, proceedings (formal and
informal), judgments, deficiencies, damages, settlements, liabilities, and legal
and other expenses (including reasonable legal fees) as and when incurred
arising out of or based upon the maintenance or hosting of the Assigned Clients
after the Effective Date.
6. Entire Agreement. This Agreement, together with the other writings
delivered in connection herewith, embodies the entire Agreement and
understanding of the parties hereto and supersedes any prior agreement or
understanding between the parties. This Agreement cannot be amended or
terminated orally, but only by a writing duly executed by the parties.
7. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, administrators,
successors and assigns; provided, however, that nothing in this Agreement shall
be construed to confer any rights, remedies, obligations or liabilities on any
person other than the parties hereto or their respective heirs, administrators,
successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
ASSIGNOR: ASSIGNEE
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4net Software, Inc.: New England Computer Group, Inc.
By: By:
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Xxxxxx X. Xxxxxxx, President Xxxxx Baltatore, President
