Exhibit 10.13
CORPORATE CONTRIBUTION AND
GENERAL CONVEYANCE AGREEMENT
THIS CORPORATE CONTRIBUTION AND GENERAL CONVEYANCE AGREEMENT (the
"Agreement") dated as of August 5, 2005 (the "Effective Date") is entered
into by and between iVoice, Inc., a New Jersey corporation (the
"Corporation") and SpeechSwitch, Inc., a New Jersey corporation (the
"Subsidiary").
WITNESSETH:
WHEREAS, the Corporation owns one hundred percent (100%) of the issued and
outstanding capital stock shares of the Subsidiary; and
WHEREAS, the Corporation desires to contribute certain of its intellectual
property and patents to the Subsidiary listed on Exhibits A and B herein
(collectively referred to hereinafter as the "Intellectual Property");
WHEREAS, the Subsidiary desires to accept such contribution and the
Corporation has agreed to convey all of its assets related to certain of its
Intellectual Property to the Subsidiary and the Subsidiary has agreed to
assume all of the liabilities associated with the Intellectual Property;
NOW, THEREFORE, in consideration of the premises contained herein and the sum
of Ten Dollars ($10.00) and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Contribution and Conveyance of Assets. Subject to the terms and
conditions herein set forth, the Corporation hereby contributes, conveys,
assigns and delivers to the Subsidiary, as of the Effective Date, and the
Subsidiary hereby accepts, all of the Corporation's right, title and interest
in and to any and all of the assets of the Corporation relating to, and used
in connection to the Intellectual Property and specifically set forth on
Exhibit A and B herein.
2. Assumption of Liabilities and Obligations. Subject to the terms and
conditions herein set forth, the Subsidiary hereby assumes and agrees to
perform, observe, satisfy and fulfill all of the duties, liabilities and
obligations relating to and arising out of the Intellectual Property, whether
direct or indirect, contingent or otherwise, now existing or hereafter
arising, under, pursuant to or in connection with all contracts, agreements,
arrangements, debts, covenants, accounts indemnities, claims, charges, taxes,
suits, actions, damages, executions, judgments, assessments, government
review and audits, or other liabilities or obligations of any nature
whatsoever of or affecting the Intellectual Property in existence as of the
date hereof or arising from or relating to actions or omissions of the
Corporation relating to the Intellectual Property prior to the date hereof
(collectively referred to as the "Liabilities").
3. Consents and Approvals. The Corporation and Subsidiary agree that the
assignments and assumptions represented herein are intended to comply with
all applicable laws of federal, state and local governments, and those
contracts, agreements and other instruments to which the Corporation or the
Subsidiary may be a party. Accordingly, each party agrees to use its best
efforts to obtain any and all consents, authorizations and approvals from
those governments or other parties whose rights require their consent,
authorization or approval to this Agreement.
4. Further Assurances. The Corporation and the Subsidiary agree to
execute and deliver all documents and instruments, and to perform or cause to
be performed such further acts or things, as may be reasonably necessary to
carry out the intended assignments, assumptions and other transactions
contemplated by this Agreement.
5. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS
CONVEYANCE OF THE ASSETS BY THE CORPORATION TO THE SUBSIDIARY IS "AS-IS",
"WHERE-IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR
ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR
WARRANTIES WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR VALUE). THE SUBSIDIAIRY ACCEPTS THE ASSETS SUBJECT TO ANY AND ALL
MORTGAGES, CLAIMS, CHARGES, LIENS, EASEMENTS, LIMITATIONS, RESTRICTIONS,
COMMITMENTS, SECURITY INTERESTS AND OTHER ENCUMBERANCES OF ANY NATURE
WHATSOVER.
6. Amendment. This Agreement shall not be amended, except pursuant to a
writing executed by all of the parties hereto.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.
8. Entire Agreement. This Agreement set forth the entire understanding
and agreement between the parties as to the matters covered herein and
supersedes and replaces any prior understanding, agreement or statement
(written or oral) of intent. Except as expressly provided for herein, no
provision of this Agreement shall be construed to confer any rights, or
remedies on any person other than the Corporation or Subsidiary.
9. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.
10. Governing Law. The Agreement shall be construed in accordance with,
and governed by the laws of the State of New Jersey.
[SIGNATURE PAGES TO FOLLOW]
IN WITHNESS WHEREOF, this Agreement has been executed and delivered as
of the date first written above.
iVoice, Inc.
a New Jersey corporation
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
President and Chief Executive Officer
SpeechSwitch, Inc.
a New Jersey corporation
By: /s/ Xxxxx Xxxx
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Xxxxx Xxxx
President and Chief Executive Officer
