EXHIBIT 4.3
SOFTWARE ASSIGNMENT AGREEMENT
THIS SOFTWARE ASSIGNMENT AGREEMENT (the "Agreement"), dated as of July 17,
2006 (the "Effective Date"), is by and between Gaming Ventures plc., a company
incorporated in the Isle of Man with its registered office at 0 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxx xx Xxx and company number 117177C ("GV"), and RNG Gaming Ltd, a
company incorporated in the Isle of Man with its registered office at 0 Xxxxxx
Xxxxxx, Xxxxxxx, Xxxx xx Xxx and company number 117182C (the "Assignee").
WHEREAS, GV owns the entire right, title and interest in and to the
Software identified in APPENDIX 1 (the "Software"); and
WHEREAS, GV desires to assign the Software to the Assignee, and the
Assignee wishes to accept such assignment of the Software.
NOW, THEREFORE, in consideration of the covenants and premises set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITION. For purposes of this Agreement, "Intellectual Property
Rights" means all: patents, patent applications, patent disclosures and all
related continuation, continuation-in-part, divisional, reissue, re-examination,
utility model and certificate of invention and design patents; trademarks,
service marks, trade dress, Internet domain names, logos, trade names and
corporate names and registrations and applications for registration thereof;
copyrightable works, copyrights and registrations and applications for
registration thereof and renewal rights therefore; schematics, computer
software, firmware, technology and data; trade secrets and confidential business
information, whether patentable or nonpatentable and whether or not reduced to
practice, know-how, manufacturing and product processes and techniques, research
and development information, financial, marketing and business data, pricing and
cost information, business and marketing plans and customer and supplier lists
and information; all documentation, records, programmers' notes and files
relating to design, end-user documentation, manufacturing, quality control,
sales, marketing or customer support for all intellectual property described
herein; and other proprietary rights relating to any of the foregoing (including
remedies against infringements thereof and rights of protection of interest
therein under the laws of all jurisdictions).
2. ASSIGNMENT. GV hereby transfers and assigns to the Assignee all right,
title, and interest in and to its Intellectual Property Rights related to the
Software in exchange for the issue of 1,000,000 ordinary shares of (pound)0.0001
in the capital of the Assignee.
3. REPRESENTATIONS AND WARRANTIES. GV represents and warrants that:
(i) the Intellectual Property Rights assigned hereunder are GV's or its
licensors' original work;
(ii) GV has the power and authority to execute and perform this Agreement;
(iii) GV has no knowledge of any third party intellectual property
infringement claims, lawsuits, or demands arising under or in
connection with the Software; and
(iv) no third party consents, assignments or licenses are necessary for GV
to perform under this Agreement.
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4. GOVERNING LAW AND JURISDICTION. This Agreement shall be governed by and
construed in accordance with the laws of the Isle of Man . All disputes arising
hereunder shall be brought in the courts of competent jurisdiction in the Isle
of Man, and each of the parties consents irrevocably to the jurisdiction and
venue of such courts.
5. FURTHER ASSURANCES. Following the execution of this Agreement, each
party shall deliver to the other such further information and documents and
shall execute and deliver to the other such further instruments and agreements
as the other party shall reasonably request to consummate or confirm the
transactions provided for in this Agreement, to accomplish the purpose of this
Agreement or to assure to the other party the benefits of this Agreement.
6. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between GV and the Assignee with respect to the subject matter hereof, and
supersedes all oral or written communications or other agreements between the
parties with respect to such subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as a Deed on
the date indicated below.
Executed as a deed by
GAMING VENTURES PLC
/s/ Xxx Xxxx
------------
CFO, Xxx Xxxx
Date: July 17, 2006
Executed as a deed by
RNG GAMING LIMITED
/s/ Xxx Xxxx
------------
CFO, Xxx Xxxx
Date: July 17, 2006
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APPENDIX 1
Gaming Ventures Multi-player tournament blackjack software
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