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EXHIBIT 10.6
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
This Assignment of Intellectual Property Rights (this "ASSIGNMENT") is
made as of August 1, 1996 among Xxxx X. Xxxxx, III, Xxxx X.Xxxxx, XX
(collectively the "ASSIGNORS") and Third Quarter Corporation, an Indiana
corporation (the "COMPANY").
RECITALS
A. The Assignors are shareholders and executive officers of the Company,
and have a direct interest in the Company's economic profitability.
B. Pursuant to that certain agreement dated December 18, 1986, among the
Assignors, K&K International, a Michigan corporation (K&K) and Xxxxxxx Xxxxxxx
("XXXXXXX") the Assignors obtained the rights to market two-playing game
commonly known as "PHASE 10" and "Caught-Cha" (the "AGREEMENT"). An executed
copy of the Agreement, without exhibits is set forth on attached and
incorporated SCHEDULE "1" to this Assignment.
C. Pursuant to Section 17 of the Agreement, the Assignors had the right to
assign all or any portion of the rights existing under the Agreement to any
entity in which they collectively owned at least 51%. The Company constitutes
such an entity.
D. In consideration of the Assignors' desire to enhance the profitability
of the Company, and in consideration of the Company agreeing to issue 50,000
shares of its common, no par value stock to each of the Assignors (for a total
issuance of 100,000 shares), the Assignors assigned the rights (except for
certain rights related to hand-held electronic games) to market the "Phase 10"
and "Caught-Cha" playing card game in the United States, pursuant to an oral
agreement reached on November 1, 1991.
E. The parties now desire to memorialize their prior oral understanding in
this written assignment.
CLAUSES
1. ASSIGNMENT OF EXCLUSIVE RIGHTS. Through this instrument, the Assignors
sell, grant, convey and assign to the Company, exclusively for the United
States market, in and for all languages (including but not limited to computer
and human languages whether now existing or subsequently developed) all of the
Assignors' rights, titles and interests in or under the Agreement, including
all rights of the Assignors under all United States, Federal, State or other
"Governmental Authority" (as defined in Section 3 below), copyright, trademark,
trade secret, trade name, service xxxx, service name, patent, and all other
intellectual property or industrial property laws or rights of any type or
nature concerning the Agreement or the products identified in the Agreement.
The foregoing assignment of rights by the Assignors to the Company is all
inclusive and is without reservation of any right, title, interest or use in
the United States market, whether now existing or subsequently arising. The
parties specifically agree that the Assignors have retained all rights under
the Agreement to market any and all of the products identified in the Agreement
in any market existing throughout the world other than the United States.
Notwithstanding the foregoing, the assignment of rights hereunder shall
not include the rights to manufacture, market and sell hand-held electronic
games based on the Phase 10 Card Game and Phase 10 Dice Game.
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2. FURTHER INSTRUMENTS. The parties shall execute, acknowledge and deliver
to the Company, within five (5) days of the Company's request for the same,
such further instruments and documents as the Company may request from time to
time to facilitate registration of any filings or record the transfers made in
this Agreement in any public office, or otherwise to give notice or evidence of
the Company's exclusive rights to exploit the products identified in the
Agreement, to exercise all the rights arising under the Agreement anywhere in
the United States.
3. GOVERNMENTAL AUTHORITY DEFINITIONS. For purposes of this Agreement, the
following terms shall have the following meanings: (i) the term "United States"
shall mean the United States of America, and all geographical territories and
subdivisions of the United States of America; (ii) the term "Other Nations"
shall mean each country, principality or other independent territory and each
subdivision thereof, which is not a part of the United-States; (iii) the term
"Supra-National Authority" shall mean the European Union, the United Nations,
the World Court, the Commonwealth, the North Atlantic Treaty Organization, the
General Agreement or Tariffs and Trade, the North American Free Trade Agreement
and all other multinational authorities or treaties which have or may have from
time to time jurisdiction over any of the parties to or any performance under
this Assignment; and (iv) the term "Governmental Authority" shall mean any
subdivision, agency, branch, court, administrative body, legislative body,
judicial body, alternative dispute resolution authority or other governmental
institution of (A) the United States, (B) any state, municipality, county,
parish, subdivision or territory of the United States, (C) all other Nations,
(D) any state, territory, county, province, municipality, parish or other
subdivision of any Other Nations, and (E) all Supra-National Authorities.
4. BINDING EFFECT. This Assignment is binding upon and shall inure to the
benefit of the Company, its successors and assigns and the Assignors and their
successors and assigns. This Assignment supersedes any prior understandings,
written agreements or oral arrangements between the parties which concerns the
subject matter of this Assignment. This Assignment constitutes the complete
understanding among the parties, and no alteration or modification of any this
Assignment's provisions will be valid unless made in a written instrument which
all the parties sign.
5. APPLICABLE LAW. The laws of the State of Indiana (other than those
pertaining to conflicts of law) shall govern all aspects of this Assignment,
irrespective of the fact that one or more of the parties now is or may become a
resident of a different state.
/s/ Xxxx X. Xxxxx, III Third Quarter Corporation,
----------------------- an Indiana Corporation
Xxxx X. Xxxxx, III
/s/ Xxxx X. Xxxxx, XX By: /s/ Xxxx X. Xxxxx, XX
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Xxxx X. Xxxxx, XX President
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