INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This
Intellectual Property Assignment Agreement (this “Agreement”)
is
entered into on this 18th day of July, 2008 by and among NIVS (Huizhou) Audio
& Video Tech. Co., Ltd., a company organized under the laws of the People’s
Republic of China (“PRC”)
(“Assignee”),
and
Tianfu Li, an individual residing in the PRC and holder of PRC identity card
no.
440106196907021831 (“Assignor”).
Undefined terms contained in this Agreement shall have the meanings as set
forth
in the Share Exchange Agreement, as defined below.
RECITALS
WHEREAS,
SRKP 19, Inc., a Delaware corporation (“SRKP
19”),
Niveous Holding Company Limited, a British Virgin Islands corporation
(“Niveous”),
and
all of the shareholders of Niveous (the “Shareholders”)
have
entered into that certain Share Exchange Agreement dated June 27, 2008 (the
“Share
Exchange Agreement”)
pursuant to which SRKP 19 agreed to issue an aggregate of 27,546,667 shares
of
its common stock to the Shareholders and/or their designees in exchange for
100%
of the share capital of Niveous (the “Share
Exchange”);
WHEREAS,
Niveous is the 100% parent of NIVS International (H.K.) Limited, a Hong Kong
corporation, which is the 97.5% parent of Assignee;
WHEREAS,
Assignor owns certain Intellectual Property (as such term is defined below)
related to the business of Assignee, and Assignor desires to make a binding
assignment and transfer of such Intellectual Property to Assignee in accordance
with the terms and conditions of this Agreement; and
WHEREAS,
the assignment and transfer of the Intellectual Property by Assignor to Assignee
is a material condition for the completion of the transactions contemplated
by
the Share Exchange Agreement.
NOW,
THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the parties, intending to be legally bound hereby,
agree
as follows:
1. Assignment
and Transfer of Intellectual Property.
In
consideration of Niveous consummating the Share Exchange, Assignor hereby fully
and irrevocably assigns, transfers, and conveys to Assignee all of Assignor’s
rights, title, and interests in and to the technology and know-how necessary
for
Assignee to conduct its business as operated today and as may be reasonably
operated in the future, including all worldwide (a) patents, patent
applications, and patent rights, including but not limited to those listed
in
Schedule A attached hereto; (b) rights associated with works of
authorship including copyrights, copyright applications, copyright
registrations, mask work rights, mask work applications, and mask work
registrations; (c) trademarks, trademark applications, trademark registrations,
trade names, and company names; (d) rights relating to the protection of trade
secrets and confidential information; (e) licenses, permits, and authorizations;
(f) rights analogous to those set forth herein and any other proprietary rights
relating to intangible property, including claims arising out of the foregoing
rights; and (g) divisions, continuations, renewals, reissues, and extensions
of
the foregoing (as applicable) now existing or hereafter filed, issued, or
acquired (collectively, the “Intellectual Property”).
2. Representations
and Warranties of Assignor.
Assignor
hereby represents and warrants to Assignee as follows:
2.1 The
assignment, transfer, and conveyance of any and all rights that Assignor has
in
and to the Intellectual Property that is hereby made fully and completely
complies with all requirements of law and other relevant
regulation.
2.2 Assignor
will perform all acts and execute all documents, as Assignee reasonably
determines necessary or desirable, to protect Assignee’s interest in the
Intellectual Property and to ensure that the assignment, transfer, and
conveyance contemplated by this Agreement complies with all requirements of
law
and other relevant regulation.
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2.3 Assignor
owns the Intellectual Property, as applicable, free and clear of all liens,
encumbrances, and claims of others and is authorized to assign, transfer, and
convey the Intellectual Property, as applicable, to Assignee in accordance
with
the terms of this Agreement.
2.4 In
connection with the transfer, assignment, and conveyance contemplated by this
Agreement, Assignee has acquired and shall acquire all of Assignor’s rights
throughout the world, under any law, statute, treaty, or regulation heretofore,
now or hereafter existing, enacted or promulgated, together with all claims,
demands, and causes of action heretofore, now or hereafter existing for use
of
any of the Intellectual Property and any and all of Assignor’s legal or
equitable rights to use and own the Intellectual Property in any and all fields
of use now or hereafter existing throughout the world.
2.5 All
actions and proceedings necessary to be taken by or on the part of Assignor
in
connection with the transactions contemplated by this Agreement have been duly
and validly taken, and this Agreement has been duly and validly authorized,
executed, and delivered by Assignor and constitutes and will constitute the
legal, valid, and binding obligation of Assignor, enforceable against Assignor
in accordance with and subject to its terms, except as may be limited by
bankruptcy or other laws affecting creditors’ rights and by equitable
principles.
2.6 Neither
the execution, delivery, and performance by Assignor of this Agreement nor
the
consummation by Assignor of the transactions contemplated hereby is an event
that, by itself or with the giving of notice or the passage of time or both,
will constitute a violation of, or conflict with, or result in any breach of
or
any default under, or constitute grounds for termination or acceleration of,
any
license, mortgage, indenture, lease, agreement, or instrument to which Assignor
is a party or by which Assignor is bound, or violate (i) any judgment, decree,
or order or (ii) any statute, rule, or regulation, in each such case, applicable
to Assignor. Assignor has filed or agrees to file all necessary documents to
obtain all necessary approvals from applicable governmental entities with
respect to the Intellectual Property, including, but not limited to, all
applicable certificates of transfer, such that the execution, delivery, and
performance by Assignor of this Agreement, and the consummation by Assignor
of
the transactions contemplated hereby.
3. Representations
and Warranties of Assignee.
Assignee
hereby represents and warrants to Assignor as follows:
3.1 Assignee
is a corporation duly organized, validly existing and in good standing under
the
laws of its place of incorporation.
3.2 All
organizational proceedings necessary to be taken by or on the part of Assignee
in connection with the transactions contemplated by this Agreement have been
duly and validly taken.
4. General.
4.1 Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective permitted successors, assigns, and legal
representatives.
4.2 Counterparts.
This
Agreement may be executed in any number of facsimile counterparts, each of
which
shall be deemed to be an original and all of which shall constitute together
one
and the same agreement.
4.3 Governing
Law.
This
Agreement shall be deemed to be a contract made under the laws of the State
of
Delaware and for all purposes it shall be construed in accordance with and
governed by the law of such state.
4.4 Severability.
Wherever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of
this
Agreement or any related document shall be prohibited by or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity without invalidating the remainder of such provision
or the remaining provisions of this Agreement.
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4.5 Modification.
This
Agreement may not be and shall not be deemed or construed to have been modified,
amended, rescinded, canceled, or waived in whole or in part, except by written
instruments signed by the parties hereto.
4.6 Entire
Agreement.
This
Agreement constitutes and expresses the entire agreement and understanding
between the parties hereto in reference to all the matters herein referred
to,
all previous discussions, promises, representations, and understandings relative
thereto, if any, had between the parties hereto, being herein
merged.
[SIGNATURE
PAGE TO FOLLOW]
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IN
WITNESS WHEREOF, the duly authorized representatives of each of the parties
hereto, intending to be legally bound, hereby execute this Intellectual Property
Assignment Agreement as of the day and year first above written.
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/s/
Tianfu Li
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Tianfu
Li
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NIVS
(HUIZHOU) AUDIO & VIDEO TECH. CO., LTD.
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By:
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[ILLEGIBLE]
[CHOP STAMP]
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Name:
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Title:
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NIVEOUS
HOLDING COMPANY LIMITED
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[ILLEGIBLE]
[CHOP STAMP]
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Name:
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Title:
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SCHEDULE
A
