Exhibit 10.7
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT is made December 31, 1997
BETWEEN:
ON-LINE FILM SERVICES INC., a company having an office at Xxxxx 000,
0000 Xxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 ("Vendor")
AND:
PURCHASER, Businessman, of ...................., Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
("Purchaser")
WHEREAS Vendor has developed and/or acquired, and is the owner of, all
rights, title and interest in the Work as hereinafter defined;
AND WHEREAS Purchaser desires to purchase for use in Alberta an ownership
interest in the Work in order to exploit it and generate profits from such
exploitation.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
representations and covenants herein, the parties agree as follows:
1. DEFINITIONS
1.1 In this Agreement, the following terms shall have the following
meanings:
"Affiliate" has the meaning ascribed thereto by the Canada Business
Corporations Act.
"Xxxx of Sale" means the xxxx of sale of the Purchased Work to be
delivered at Closing to Purchaser, as set out in Schedule "C".
"Closing" means the completion of the purchase and sale of the
Purchased Work contemplated herein.
"Closing Date" means the date hereof, or such later date as agreed
upon by the parties.
"Derivative" means software derived in any manner in whole or in part
from the Program, and any Program improvements, enhancements,
modifications or updates thereto.
"emc Valuation" means the Program valuation prepared by emc partners
of Xxxxxxx, Xxxxxxx.
"End Users" means talent agencies, their actors, casting directors and
others in the film and television industry who subscribe to Casting
Workbook Services, as defined in the Facilities Management Agreement.
"External Valuation" means the independent Program valuation prepared
for Purchaser by Xxxxx
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& Xxxxx Inc. of Vancouver, British Columbia.
"Facilities Management Agreement" means the agreement entered into
between Manager and Purchaser as of the Closing Date, appointing
Manager as the exclusive supplier of Casting Workbook Services to End
Users, as defined therein.
"Field of Use" means the particular applications and fields of use of
the Program with respect to which Purchaser is purchasing the Work, as
described in Schedule "B".
"Guarantee" shall have the same meaning as that term is defined in the
Facilities Management Agreement.
"Manager" means Prairie On-Line Management Services Inc. (formerly
known as 000000 Xxxxxxx Ltd.), a corporation formed pursuant to the
laws of Alberta, all of the issued and outstanding shares of which are
beneficially owned by Vendor.
"Ownership Territory" means the territory described in Schedule "D"
throughout which Purchaser has acquired ownership of the Purchased
Work.
"Person" means any person, corporation or partnership.
"Program" means the computer application software described in
Schedule "A", exclusive of that third party software or property
incorporated in the Program listed in Schedule "E".
"Program Design Specifications" means those Program specifications and
technical information which enable any person reasonably skilled in
software design, analysis or programming to maintain, support and
further develop the Program.
"Purchase Price" means the price which Purchaser shall pay to Vendor
at Closing, subject to the terms and conditions hereof, to purchase
the Purchased Work.
"Purchased Work" means the Vendor's entire beneficial and legal
interest in the Work for the Field of Use throughout the Ownership
Territory.
"Security" shall mean the Securities Pledge Agreement made between the
Vendor and the Purchaser, together with such other agreements or
acknowledgements as may be agreed between the parties prior to
Closing.
"Service Territory" means the territory throughout which Manager has
been appointed the exclusive supplier of Casting Workbook Services, as
defined and pursuant to the Facilities Management Agreement.
"Source Code" means the human readable, high level language version of
the Program capable, upon compilation, of being translated into
machine executable object code.
"Work" means:
(a) the Program, and all its Derivatives;
(b) all trade-secrets, know-how, patents and copyrights in the
Program, and all intellectual property registrations and
applications relating to the Program and all its
Derivatives;
(c) all Program Design Specifications, Source Code, user manuals
and training and
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marketing materials in support of the Program and all its
Derivatives;
(d) Vendor's business plan for the development, marketing,
distribution and exploitation of the Program and all its
Derivatives to earn income; and
(e) all rights with respect to the development, licensing, sale,
support, maintenance, distribution, supply or exploitation
of the Program and all its Derivatives.
2. WARRANTY OF OWNERSHIP
2.1 Vendor represents and warrants that;
(a) it is the sole legal and beneficial owner of, and has good
and marketable title to, the Purchased Work including,
without limitation, any and all copyright, know-how, trade
secrets and patents relating to the Program, free and clear
of all liens, charges and encumbrances, excluding that third
party software or property incorporated in the Program
listed in Schedule "E";
(b) the Program has been acquired or developed by or on behalf
of Vendor;
(c) to its knowledge, the Purchased Work does not and will not
infringe upon or violate any intellectual property right of
any person;
(d) to its knowledge there are no claims made or actions pending
or threatened regarding the ownership of, or infringement of
any third party rights by the Purchased Work;
(e) any third party software incorporated into or used in
connection with the Purchased Work by Vendor is licensed to
Vendor at no additional cost to the Purchaser; and
(f) to its knowledge, after reasonable unit and integration
testing, there are no material programming errors or defects
in the Program and in the event that any programming errors
or defects are discovered in the Program or any Derivative,
Vendor will forthwith correct all such programming errors or
defects.
3. SALE AND PURCHASE
3.1 Vendor agrees to sell, convey, assign and transfer to Purchaser in
Calgary, Alberta, and Purchaser agrees to buy, the Purchased Work at
Closing, for the full Purchase Price of $x.xxx,xxx.
4. PAYMENT OF PURCHASE PRICE
4.1 Purchaser agrees to make payment of the Purchase Price to Vendor as
follows:
(a) $x,xxx,xxx on Closing, by certified cheque; and
(b) $xxx,xxx on April 30, 1998 by certified cheque
It is the intention of the parties that the Purchase Price shall be
paid to Vendor in accordance with the provisions of this Agreement and
that no funds be retained in escrow pending the completion of any
registrations or post Closing Date obligations, provided that all
closing documents shall have been delivered by Vendor on or before
Closing as required by this Agreement.
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4.2 As evidence of the obligation of the Purchaser to pay the balance of
the Purchase Price shown above on April 30, 1998, Purchaser shall
deliver to the Vendor a non-interest bearing promissory note in the
amount of $208,587.50 due on April 30, 1998.
5 TAXES
5.1 Purchaser shall be responsible for and shall pay all sales, ad valorem
and excise tax, payable with respect to the purchase of the Purchased
Work. Vendor agrees to co-operate with Purchaser in facilitating its
applications for waivers, exemptions and input tax credits with
respect to such payments.
6 VALUATION REPRESENTATIONS
6.1 Purchaser acknowledges that Vendor has assisted in providing
information for the External Valuation and that Purchaser has received
the External Valuation, which appraises the value of the Work as it
applies to the Field of Use in North America at a range of $11,750,000
to $13,000,000 and on which External Valuation Purchaser has relied in
part in agreeing to enter into this Agreement.
6.2 Vendor represents and warrants that to the best of its knowledge, as
of the Closing Date:
(a) no data or information provided by it for the External Valuation
contains any material error, and
(b) Vendor has no information or reason to believe that any
assumption used in the preparation of the External Valuation is
not reasonable or accurate in all material respects.
7 PROGRAM MAINTENANCE
7.1 Throughout the term of the Facilities Management Agreement, Vendor
shall maintain, enhance and update the Program at Vendor's own expense
and shall forward to Purchaser at the address shown in Section 9.2
copies of the updated Source Code and Program Design Specifications
from time to time as Derivatives are produced.
8 PRE-CLOSING CONDITIONS
8.1 It is a condition precedent to Purchaser's obligation to complete the
purchase contemplated herein that Vendor shall have, prior to the
Closing Date:
(a) allowed Purchaser to review all existing certificates of
registration and documents of title, if any, with respect to the
Program;
(b) allowed Purchaser to review the Program's operation and use;
(c) maintained the Work in the ordinary course of business as would
reasonably be expected of a careful and prudent owner, and shall
not have entered into any agreement affecting any rights or
interest in the Purchased Work other than in the ordinary course
of business without Purchaser's prior written consent;
(d) maintained all registrations and applications for intellectual
property protection for the Program, if any, in good standing;
and
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(e) provided to Purchaser a copy of the Vendor's business plan with
respect to the Program; and
that Purchaser shall be satisfied with respect thereto.
8.2 It is a condition precedent to Purchaser's obligation to complete the
purchase contemplated herein that Purchaser shall, prior to the
Closing Date, have obtained the External Valuation, be satisfied with
respect thereto and with respect to the viability of the Vendor's
operations and business plan as related to the Work and be satisfied
with the compatibility of the Program with the Casting Network as
defined in the Facilities Management Agreement.
8.3 It is a condition precedent to Closing that the Facilities Management
Agreement and the Guarantee and Security relating thereto shall have
been executed and delivered by the parties thereto.
9 TRANSFER OF TITLE AND POSSESSION
9.1 Vendor acknowledges and agrees that on Closing, Vendor shall deliver
to Purchaser the executed Xxxx of Sale and shall assign and convey to
Purchaser free and clear of all liens, charges and encumbrances, and
Purchaser shall thereupon acquire and own all rights, title and
interest existing in and to the Purchased Work. Vendor covenants that
it shall not thereafter, directly or indirectly, contest such
ownership in any manner whatsoever, or apply for any form of
intellectual property protection relating to the Purchased Work in the
Ownership Territory without notice to and written consent of
Purchaser.
9.2 The Purchaser hereby directs the Vendor to and the Vendor hereby
agrees to make delivery to the Purchaser of possession of the
Purchased Work in Alberta as follows:
Purchaser
x/x XxXxxxxx Xxxxxxxx
Xxxxx 0000, 000 - Xxxxx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0
10 INTELLECTUAL PROPERTY RIGHTS
10.1 Vendor represents, warrants and acknowledges that any and all of the
trade secrets, copyrights, patents and other intellectual property
rights applying to or incorporated in the Purchased Work shall, upon
the Closing, vest in and become the sole property of Purchaser in the
Ownership Territory except as may result from any incapacity of
Purchaser; and Vendor shall not, directly or indirectly, at any time
after the Closing in any way dispute any such rights.
10.2 In the event that Derivatives are created or developed after the
Closing Date during the term of the Facilities Management Agreement,
Vendor acknowledges and agrees that the same shall, to the extent that
they apply to the Purchased Work, be deemed to be part of the Program
and shall belong to Purchaser.
10.3 Vendor shall after the Closing Date not develop or distribute for
itself or for any third party, or permit any Affiliate to so develop
or distribute in the Ownership Territory, any software which
incorporates the Purchased Work, except pursuant to the terms of the
Facilities Management Agreement or any other agreement to which
Purchaser is a party.
10.4 Purchaser acknowledges that it is acquiring only the Purchased Work
and that Vendor or certain third parties shall own and have the right
to exploit the Work outside the Field of Use and also
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outside the Ownership Territory without infringing Purchaser's rights
hereunder.
11 REPRESENTATIONS AND WARRANTIES
11.1 Vendor represents and warrants that:
(a) it has all requisite authority, right and power to enter into
this Agreement;
(b) it has requisite shareholder and director approval to enter into
this Agreement;
(c) it is a valid and subsisting corporation duly incorporated and in
good standing under the laws of the jurisdiction in which it was
incorporated, continued or amalgamated;
(d) it is duly registered and licensed to carry on business in the
jurisdictions in which it carries on business or owns property;
(e) it is not insolvent, bankrupt or in receivership and there are no
bankruptcy proceedings threatened, pending or instituted against
it;
(f) to the best of its knowledge, there are no judgements outstanding
or litigation pending, actual or threatened, against it;
(g) its entering into this Agreement does not and will not constitute
a breach of any of its obligations under any other agreement to
which it is a party;
(h) it has no information or reason to believe that copyright will
not subsist in the Program and in the items described in
paragraph (c) of the definition of Work hereinabove or in the
Derivatives with the Purchaser following the Closing, and the
Vendor will do nothing to place such rights in the public domain;
(i) neither it nor any third party has any pending registrations or
applications for any intellectual property rights in the
Purchased Work, except as disclosed in writing to Purchaser;
(j) any moral rights which Vendor may have to the Purchased Work are
hereby waived;
(k) the only products or proprietary information, including software,
owned by any third party that have been incorporated into the
Purchased Work are as set forth in Schedule "E" hereto and all
necessary consents or licences to or for the use of any products,
proprietary information or software incorporated into the
Purchased Work by Vendor have been obtained by Vendor and shall
be provided to Purchaser at no additional cost to Purchaser;
(l) Schedule"A" sets out a description of the Program, complete in
all material respects;
(m) it has used and will until the Closing Date continue to use
commercially reasonable efforts to keep the Purchased Work
current and marketable;
(n) no ownership interest in the Purchased Work has been sold,
transferred, assigned or optioned to any third party;
(o) it has received no notice of any infringement or piracy of the
Purchased Work by any third party;
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(p) it is not a party to any non-competition agreement with respect
to the Purchased Work;
(q) the Purchased Work trade secrets and its Source Code have not
been disclosed to any person except on a confidential basis in
Vendor's normal course of business;
(r) it has no information or reason to believe that any data or
information provided by it for the External Valuation contains
material errors or that the External Valuation was not prepared
by arm's length persons having no interest in the Purchased Work
or in the exploitation thereof;
(s) it has no information or reason to believe that any assumptions
used in the preparation of the External Valuation are not
reasonable or accurate in all material respects; and
(t) the Vendor has received the written unrestricted waiver of all
moral rights which any other person may have in respect of the
Purchased Work on or before the Closing Date, or for any waivers
which the Vendor has not received by the Closing Date, the Vendor
agrees to use reasonable efforts after the Closing Date to obtain
such waivers.
11.2 Nothing in this Agreement shall be construed as a representation or
warranty by Vendor as to the scope of any patent rights for the
Program. Except as expressly provided in this Section 11 and in
Sections 2, 6, 7 and 10 hereof, there are no representations or
warranties given by or on behalf of Vendor of any kind, express or
implied. No oral or written information provided by Vendor or anyone
on its behalf shall create any representation or warranty in addition
to, or shall in any way increase the express representations and
warranties contained in, Sections 2, 6, 7, 10 and 11 hereof. Neither
Vendor nor its officers, directors, shareholders, employees,
attorneys, accountants or agents are providing any legal, accounting
or tax advice to Purchaser or anyone claiming through Purchaser, and
Purchaser is obtaining Purchaser's own independent advice on all such
matters.
11.3 Purchaser represents and warrants that:
(a) he has all requisite capacity, authority, right and power to
enter into this Agreement;
(b) he is not insolvent, bankrupt or in receivership and there are no
bankruptcy proceedings threatened, pending or instituted against
him;
(c) to the best of his knowledge, there are no judgements outstanding
or litigation pending, actual or threatened, against him;
(d) his entering into this Agreement does not and will not constitute
a breach of any of his obligations under any other agreement to
which he is a party; and
(e) he is acquiring the Purchased Work as principal.
11.4 All of the covenants, representations and warranties of the Vendor and
the Purchaser under this Agreement shall survive the completion of the
transactions contemplated in this Agreement and the sale, conveyance,
assignment and transfer of the Purchased Work by the Vendor to the
Purchaser.
12 INDEMNITY
12.1 Vendor shall indemnify the Purchaser for all costs and damages
incurred by the Purchaser pursuant to any action or claims by any
Person for infringement of such Person's rights which action or claim
is based upon the purchase or exploitation of the Purchased Work by
the Purchaser.
12.2 Purchaser shall indemnify and reimburse Vendor for any payments Vendor
is required to make on
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account of any sales, ad valorem or excise tax which may be determined
to be payable pursuant to Section 5.1 herein in circumstances where
Purchaser fails to remit such payments where they are determined to be
due and payable.
13 POST CLOSING OBLIGATIONS
13.1 After the Closing, Vendor shall not, directly or through a third
party, develop or supply in the Ownership Territory for the Field of
Use any services or products which incorporates any of the Purchased
Work, except as permitted by any other agreement between the parties
hereto or between the Purchaser and the Manager.
13.2 The Vendor shall not market in any manner, develop or sell any
services or products which are competitive with the Purchased Works in
the Ownership Territory for the Field of Use during the term of the
Facilities Management Agreement, as may be extended pursuant to its
terms.
13.3 Each of the parties shall, as and when requested by the other,
promptly execute and deliver such further and other assurances and do
or cause to be done all such acts and things as may be reasonably
necessary to implement and give effect to the provisions of this
Agreement.
14 ASSIGNMENT
14.1 Vendor may not assign this Agreement or any of its interests herein
without the written consent of Purchaser, such consent not to be
unreasonably withheld; provided, however, that any amalgamation, other
than one which does not result in a change of control of the Vendor,
shall be considered an assignment for the purposes of this Section
14.1.
15 NOTICE
15.1 Unless otherwise expressly provided in this Agreement, any notice,
request, direction, consent, waiver, extension, agreement or other
communication that is or may be given or made hereunder shall be in
writing and either personally delivered to the addressee or to a
responsible officer of the addressee or sent by courier or facsimile
transmission. The parties hereto may change their respective address
for notice given in the manner aforesaid. Any notice given by
facsimile transmission shall be deemed to have been received on the
next business day after transmission. Any notice given by personal
delivery shall be deemed to have been received on the business day on
which it is delivered and left with the recipient or a responsible
officer of the recipient at the recipient's address for notice.
16 GOVERNING LAW
16.1 This Agreement shall be governed by and interpreted in accordance with
the laws of British Columbia without regard to conflict of laws
provisions, and non-exclusive venue for any action or proceeding shall
be in Vancouver. The parties hereto agree to be subject to the
non-exclusive jurisdiction of such British Columbia courts as to the
enforcement of the provisions of this Agreement. The prevailing party
in any action brought to enforce the provisions of this Agreement
shall be entitled to recover its reasonable attorneys fees and costs.
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17 CURRENCY
17.1 Any dollar amounts noted herein are represented in Canadian currency.
18 SUCCESSORS AND ASSIGNS
18.1 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators
and other legal representatives, successors and permitted assigns.
19 SEVERABILITY
19.1 Each provision of this Agreement is intended to be severable, and if
any provision hereof is found by a court of competent authority to be
illegal or invalid, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.
20 TIME OF THE ESSENCE
20.1 Time shall be of the essence in this Agreement.
21 WAIVER
21.1 No waiver of any provision of this Agreement shall constitute a waiver
of any other provision nor shall any waiver of any provision of this
Agreement constitute a continuing waiver unless otherwise expressly
provided.
22 ENTIRE AGREEMENT
22.1 This Agreement sets forth all of the representations, promises,
agreements and understandings among the parties hereto with respect to
the purchase and sale of the Work, and there are no representations,
promises, agreements or understandings, oral or written express or
implied, other than as set forth, referred to, or incorporated herein.
23 EXECUTION
23.1 This Agreement may be executed in counterparts and delivered by
facsimile copy by any of the parties. Each executed counterpart shall
be deemed to be an original and such counterparts shall together
constitute one and the same agreement.
Purchaser: Vendor:
ON-LINE FILM SERVICES INC.
------------------------
PURCHASER
Per:
----------------------
Date: December 31, 1997 Authorized Signatory
Date: December 31, 1997
SCHEDULES
A. Program Description
B. Field of Use
C. Xxxx of Sale
D. Ownership Territory
E. Third Party Property Incorporated in the Work
SCHEDULE "A"
PROGRAM DESCRIPTION
The Casting Workbook is a client/server software application. The core of the
server side of the software is a Windows NT-based Structured Query Language
(SQL) Relational Database administered through the User Interface and Relational
Database Management Systems. Comprised of 25 Tables and 3 Views, the relational
database is accessible through an Open Database Connectivity (ODBC)
configuration. Data is stored in the SQL Database and in thousands of data files
in the Windows NT File System (NTFS). Currently the data files include Hyper
Text Markup Language (HTML) text files, JPEG images, Real Audio, Real Video and
up to 360 various word processor document formats. Programmed Tables in Fulcrum
Knowledge Network Search Server 2.0, index the data in both the SQL Database and
the NTFS-based data files to provide a layer for distributed searches of all
data stored in the Casting Workbook.
Additional specific custom configurations of the Servers and software provide an
environment for the Client side User Interface (UI) files to reside and complete
the Server side of the application. These configurations are specific Security
Limits on files and folders in the NTFS, Security Rights assigned to User Groups
and Users, and Home and Virtual Folders defined in Internet Information Server
in Windows NT. Also at the server side are the Domain Name System configuration
files stored on a Domain Name Server, in this case a Linux server, and the SMTP
and POP Servers and their corresponding configurations files also on the Linux
server. The Client side User Interface is stored in files within the NTFS.
Clients use a Web Browser on their own Personal Computer to create a Hyper Text
Transfer Protocol (HTTP) connection to access the public portion of the UI. The
remaining UI is provided to the User after Security has been met. The UI is
comprised of hundreds of HTML, Active Server Pages (ASP), Perl scripts, JPEG
images, Graphic Interchange Format (GIF) images, Animated GIF image, audio and
video files.
These files contain two basic components. First, programming in Microsoft Visual
Basic Script (VB Script) or Perl that is compiled at run-time and second, HTML
templates. During the run time phase the UI script programming interacts with
the SQL database and the Fulcrum tables to return data - unique by time and user
- that is inserted into the HTML templates and returned to the User through the
HTTP connection. Through the UI, data is viewed, added, changed or deleted.
SCHEDULE "B"
FIELD OF USE
The Field of Use is:
Use in the entertainment industry in North America by members of the following
groups:
(a) users seeking to present themselves to casting directors and agencies;
(b) individuals looking for talented people, such as talent agencies and
casting directors; and
(c) individuals from both of the above groups looking for value added
services as further described in the emc Valuation.
SCHEDULE "C"
XXXX OF SALE
THIS INDENTURE is made December 31, 1997.
B E T W E E N :
ON-LINE FILM SERVICES INC.
(the "Vendor")
and
PURCHASER
(the "Purchaser")
WHEREAS pursuant to an Asset Purchase Agreement made December 31, 1997 (the
"Asset Purchase Agreement)" between the Vendor and the Purchaser, it was agreed
that the Vendor shall sell and the Purchaser shall purchase the Purchased Work
as described in the Asset Purchase Agreement;
AND WHEREAS this Xxxx of Sale is made pursuant to the provisions of the
Asset Purchase Agreement;
AND WHEREAS it is intended that all capitalized terms used herein, unless
otherwise defined, shall have the meaning ascribed thereto in the Asset Purchase
Agreement;
NOW THIS INDENTURE WITNESSES that in consideration of the Purchaser having
entered into the Asset Purchase Agreement and having performed his obligations
thereunder, the Vendor hereby sells, assigns, transfers and sets over unto the
Purchaser, his successors and assigns, all of its interest in the Purchased
Work, as defined in the Asset Purchase Agreement, present or future, vested or
contingent, free and clear of all liens and encumbrances including, without
limiting the generality of the foregoing, all copies of the Program, relating to
the Ownership Territory, owned by and in the possession of the Vendor, whether
in source code, object code or otherwise and whether in written form, or
recorded on disc or other media.
The Vendor hereby covenants, promises and agrees with the Purchaser to make
delivery to the Purchaser of the Purchased Work in Alberta as follows:
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Purchaser
x/x XxXxxxxx Xxxxxxxx
Xxxxx 0000, 000 - Xxxxx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx, X0X 0X0
The Vendor hereby covenants, promises and agrees with the Purchaser that
the Vendor is now rightfully possessed of and has the right to sell, assign and
transfer the Purchased Work to the Purchaser, his successors and assigns,
according to the true intent and meaning of these presents, and that the
Purchaser shall after the execution and delivery hereof have possession of, and
may from time to time at all times hereafter peaceably and quietly have, hold,
possess and use the same and every part thereof in the Ownership Territory, to
and for his own use and benefit and his licensees, without any manner of
hindrance, interruption, claim or demand whatsoever of, from or by the Vendor.
The Vendor covenants and agrees with the Purchaser, his successors and
assigns, that it will from time to time and at all times hereafter, upon every
reasonable request of and at the expense of the Purchaser, his successors and
assigns, make, do and execute, or cause to be made, done or executed all such
further acts, deeds, instruments or assurances as may be reasonably required by
the Purchaser, his successors and assigns, for more effectually and completely
vesting in the Purchaser, his successors and assigns, the assets hereby sold,
assigned and transferred, or for the purpose of registration or otherwise in the
Ownership Territory.
IN WITNESS WHERE this Indenture has been executed by an authorized
representative of the Vendor as of the day and year first above written.
ON-LINE FILM SERVICES INC.
Per:
Authorized Signatory
SCHEDULE "D"
OWNERSHIP TERRITORY
Canada:
British Columbia
Yukon
USA:
Arkansas
Colorado
Idaho
Kansas
Louisiana
Missouri
Montana
Nebraska
New Mexico
North Dakota
Oklahoma
South Dakota
Texas
Utah
Wyoming
SCHEDULE "E"
THIRD PARTY PROPERTY
INCORPORATED IN THE WORK
Fulcrum Knowledge Network 2.1 from Fulcrum Technologies Inc., 000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxx.
