EXHIBIT 10.3
ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN i-TRACK, INC. AND
AVL INFORMATION SYSTEMS LTD. DATED MARCH 21, 2003
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement ("Agreement"), is made and dated as of the 21st day of
March, 2003, by and between i-Track, Inc. a Nevada corporation with principal
offices at 0000 Xxxxxxxx Xxxxx, Xxxxxxxx X, Xxxx Xxxxxxx, Xxxxxxxx 00000
("ITI"), and AVL Information Systems Ltd., an Ontario corporation with principal
offices at 0000 Xxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx X0X 0X0 Xxxxxx ("AVL").
RECITALS
Effective September 30, 2001, ITI and AVL entered into a Worldwide
Exclusive Distribution Agreement whereby ITI was made the exclusive distributor
of all of the products manufactured by AVL.
On January 1, 2002, ITI entered into a Management Services Agreement
with AVL whereby AVL provides ITI with manpower, equipment, and premises for
$2,500 per month.
ITI entered into a Share Exchange Agreement with Strategic
Communications Partners, Inc., dated March 17, 2003, whereby ITI will acquire
Strategic Communications Partners in a "reverse acquisition" transaction. Under
the Share Exchange Agreement, ITI agreed that it would cease all current
business operations.
NOW, THEREFORE, in consideration of the premises, the mutual promises
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. AVL and ITI hereby terminate the Worldwide Exclusive Distribution
Agreement, waiving any prior notice that might be required under the terms of
the agreement.
2. ITI and AVL hereby terminate the Management Services Agreement
immediately, waiving the 30-days' prior notice.
3. ITI hereby assigns and transfers to AVL all of the following (the
"Assigned Assets"):
(a) all accounts receivable relating to the business of
marketing and distributing AVL's products (the "Business");
(b) all of the rights and benefits accruing under any contracts
relating exclusively to the Business and all outstanding offers or solicitations
made by or to ITI to enter into any contract relating exclusively to the
Business;
(c) all of the intellectual property rights (including, but not
limited to trademarks, service marks, trade names, and copyrights), marketing
rights, proprietary rights and other intangible properties used exclusively in
connection with the Business;
(d) all rights and claims against third parties arising out of
and relating exclusively to or in respect of the Assigned Assets or the Assumed
Liabilities;
(e) the authorizations, certificates, consents, waivers,
licenses, rights or other forms of required permission from, of or with any
governmental authority which relate exclusively to the foregoing Assigned Assets
and are required for the operation of the Business ("Governmental Approvals");
(f) all operating data, files, general records, customer lists,
vendor lists, equipment manuals, guides, employee records, correspondence and
other written records of the ITI, wherever located, to the extent relating
exclusively to the foregoing Assigned Assets and the Assumed Liabilities;
(g) all of the goodwill related exclusively to the foregoing
Assigned Assets and the Business; and
(h) all of the other assets, properties and rights of every
nature of the Business, wherever located, not otherwise referred to above,
which are owned by ITI or in which ITI has an interest and which relate
exclusively to the foregoing Assigned Assets and the Business.
4. As consideration for the assignment of the Assigned Assets, AVL
shall, from and after the date of this Agreement, assume, perform, discharge and
pay when due all of the obligations and liabilities of any nature of ITI
relating exclusively to the Assigned Assets or the Business, whether the same
are direct or indirect, fixed, contingent or otherwise, known or unknown,
whether existing or arising before, on or after the date of this Agreement,
omission or circumstance taking place prior to or after date of this Agreement
(collectively, the "Assumed Liabilities"). The Assumed Liabilities shall
include, but not be limited to, the following:
(a) all unpaid or unperformed obligations or liabilities of
ITI under any contracts assigned as part of the Assigned Assets, including but
not limited to all obligations or liabilities relating to any refund, warranty
or product liability claims, under any assigned contract;
(b) all unpaid or unperformed obligations or liabilities of ITI
under the Governmental Approvals assigned to AVL hereunder;
(c) all trade payables of ITI relating to the Business;
(d) all accounts payable, notes payable and inter-company
obligations owed by the Business to ITI;
(e) all unpaid or unperformed wages, salaries, payroll taxes,
sick pay, fringe benefits and other employee benefits due to, or becoming due
to, any employees;
(f) all severance, "parachute" or similar obligations to any
officer, director, consultant or Employee, whether arising or created before,
on or after the date of this Agreement, arising or payable by virtue of the
transactions contemplated by this Agreement or otherwise;
(g) all obligations for any and all unpaid taxes arising from
the operation of the Business, whether arising prior to or following the date
of this Agreement; and
(h) all other liabilities or obligations arising from the
ownership of the Assigned Assets and the operation of the Business, including,
without limitation, all liabilities in respect of the assigned contracts and
litigation of any kind or nature by or against or otherwise affecting the
Assigned Assets or the operation of the Business, including, without
limitation, any claim, dispute, governmental investigation, suit, action,
arbitration, legal, administrative or other proceeding of any nature, domestic
or foreign, criminal or civil, at law or in equity.
5. AVL shall maintain a true, correct and complete set of books and
records of account relating to this Agreement at AVL's principal offices, and
shall make the same available for inspection and copying by ITI or its agents at
all reasonable times, upon reasonable prior notice, for a period of two (2)
years from the date of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date and year first above written.
"ITI" "AVL"
i-Track, Inc. AVL Information Systems Ltd.
By: By:
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Xxxxx X. Xxxxxx, President __________________, _______
