Exhibit 10.1
XXXX OF SALE AND ASSIGNMENT OF INTELLECTUAL PROPERTY
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RIGHTS
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THIS XXXX OF SALE AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS is
made as of June 19, 2001, by International Technical Recruiting, Inc., a
Canadian Federal corporation ("Assignor"), to XXXxxxxxxxxx.xxx, Inc., a Wyoming
corporation ("Assignee").
Assignor has developed that certain software program consisting of the
sub-skill section of Assignee's recruiting assistance program more particularly
described in Exhibit A, attached hereto and incorporated herein by this
reference (the "Intellectual Property") which assists in the recruitment of
technical personnel for jobs by skill set via the Internet, currently being
placed for use on URL xxx.xxxxxx.xxx (the "Business"). In conjunction with the
Business, Assignor has created or acquired certain intellectual property rights.
Assignor desires to assign to Assignee, and Assignee desires to acquire
and assume from Assignor, all of Assignor's right, title and interest in and to
all of the Intellectual Property.
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. In consideration of the sum of One Million Five Hundred Thousand shares
of the common stock of Assignee, Assignor hereby assigns to Assignee,
its successors and its assigns, and Assignee hereby accepts, all of the
patents, trademarks, service marks, copyrights, trade secrets,
know-how, and other intellectual property rights developed, acquired or
otherwise owned by Assignor that are related to the Intellectual
Property, including, without limitation, those intellectual property
rights listed in the attached Exhibit A (collectively, the
"Intellectual Property Rights"). The Intellectual Property Rights
assigned herein include, but are not limited to, (i) the right to
secure patent, trademark or copyright registrations in Assignee's name
in the United States and any foreign country; (ii) all such
registrations existing upon the date of this Assignment; and (iii) all
causes of action and claims of infringement of the Intellectual
Property Rights under the laws of the United States, foreign countries
and international conventions and treaties that have accrued to
Assignor as of the date hereof.
2. Assignor represents and warrants to Assignee that it is the sole owner
of the Intellectual Property and that it hereby transfers to Assignee
valid and marketable title to the Intellectual Property, free and clear
of all security interest, liens, claims, encumbrances, rights,
obligations and restrictions of every kind.
The Intellectual Property is transferred and assigned by Assignor to
Assignee "AS IS WITH ALL FAULTS" in such physical condition as the same
now exists, and Assignor has not made and does not make any
representations or warranties, expressed or implied, as to the physical
condition, accuracy, adequacy, completeness, or sufficiency of any of
the Intellectual Property or the suitability or fitness of the same for
any particular use or purpose.
3. Assignee hereby indemnifies and holds Assignor harmless from and
against any and all liabilities, claims, costs, damages, and expenses,
including any reasonable attorney fees and other costs of defense, in
any way arising out of or in connection with the Intellectual Property
Rights that relate to events or performance under the Intellectual
Property Rights arising on or after the effective date of this
Assignment.
4. Assignor hereby agrees that, upon the request of Assignee, it will
execute and deliver any documents and perform any acts to confirm or
record this Assignment and to enable and assist Assignee to procure,
register, maintain, renew, enforce and defend the Intellectual Property
Rights assigned herein.
5. Assignor hereby appoints Assignee as its attorney-in-fact, with power
of substitution, to execute for Assignor and in Assignor's name and on
Assignor's behalf any documents that Assignee may from time to time
request under paragraph 3 hereof.
6. Assignor hereby agrees to cooperate fully with Assignee in the
enforcement of all causes of action and claims assigned to Assignee
hereunder.
7. Assignor hereby agrees that this Assignment shall be binding upon its
representatives, successors, and assigns.
8. The effective date of this Assignment is June 19, 2001.
9. This Xxxx of Sale and Assignment of Intellectual Property Rights shall
be governed by and construed in accordance with the laws of Wyoming,
U.S.A.
IN WITNESS WHEREOF, Assignor has caused this Xxxx of Sale and
Assignment of Intellectual Property Rights to be executed by its duly authorized
officers as of the 19th day of June, 2001.
INTERNATIONAL TECHNICAL RECRUITING INC.,
a Canadian Federal Corporation
By: /s/ Xxxxx Xxxxxx (SEAL)
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Name: Xxxxx Xxxxxx
Title: President
Date: June 19, 2001
2
EXHIBIT A
Intellectual Property Rights
1. Source code, object code and related documentation for the Intellectual
Property; patent, copyright and trade secret rights thereto, and
related know-how
2. xxx.xxxxxx.xxx domain name
3. Source code, object code and related documentation, and content, if
different from the above, for the Intellectual Property as it appears
on the web site xxx.xxxxxx.xxx sub-skill section, and the patent,
copyright, and trade secret rights thereto, and related know-how
4. Content in process and the patent, copyright and trade secret rights
thereto, and related know-how
