1
EXHIBIT 10.7
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
This Assignment of Intellectual Property Rights (this "ASSIGNMENT") is
made as of September 1, 1996 among Xxxx X. Xxxxx, III, Xxxx X.Xxxxx, XX
(collectively the "ASSIGNORS") and Fundex Games, Ltd. (formerly Third Quarter
Corporation) a Nevada 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. The Assignors previously assigned to the Company all of their rights
under the Agreement with respect to the United States market, except for
certain rights with respect to hand-held electronic games (the "ELECTRONIC
GAMES".
E. The Assignors previoulsy assigned to Phase 10 Associates, Inc.
("Associates"), a company owned 100% by Assignors, all of their rights under
the Agreement with respect to the European market and with respect to the
Electronic Games in the United States and Canada. Associates was liquidated and
in connection with the liquidation, Associates transferred all of such rights
back to Assignors.
F. The Assignors are now willing to assign to the Company all of their
remaining rights under the Agreement.
CLAUSES
1. ASSIGNMENT OF EXCLUSIVE RIGHTS. Through this instrument, the Assignors
sell, grant, convey and assign to the Company, exclusively for all markets
other than the United States market (the "Territory"), 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 (collectively the
"Rights") 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 Territory, whether now existing or subsequently arising. In
addition, Assignors sell, grant and assign to the Company, in and for all
languages (including but not limited to human and computer languages whether
now existing or subsequently developed) all of Assignor's rights with respect
to the manufacture, marketing and sale of hand-held Electronic Games based on
the Phase 10 Card Games and Phase 10 Dice Game.
2
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
other than 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 Fundex Games, Ltd.
----------------------- a Nevada Corporation
Xxxx X. Xxxxx, III
/s/ Xxxx X. Xxxxx, XX By: /s/ Xxxx X. Xxxxx, XX
---------------------- -----------------------------
Xxxx X. Xxxxx, XX President
2
