ASSIGNMENT AGREEMENT
Exhibit 10.53
This Assignment Agreement (the “Agreement”) is entered into as of July 18, 2006 by and between Public Media Works, Inc., a Delaware corporation (“PMW”), and Xxxxxx Xxxxxxx (“Xxxxxxx”), with reference to the following:
WHEREAS, Xxxxxxx is an officer and director of PMW;
WHEREAS, Xxxxxxx’x positions with PMW are unpaid, and have been unpaid since the first quarter of 2005;
WHEREAS, Xxxxxxx has created numerous projects and Xxxxxxx and PMW desire to confirm the assignment to PMW of any and all interest he may have in such projects and related assets.
NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is acknowledged, the parties agree as follows:
1. Assignment of Projects. Xxxxxxx does hereby confirm that he has assigned, transferred and conveyed unto PMW any and all interest he may have in all projects and related assets listed on Exhibit A (the “Projects’) as of the date hereof. Xxxxxxx hereby warrants and represents that he has not entered and will not enter into any assignment, contract, or understanding in conflict herewith with respect to the Projects.
2. Further Cooperation. Xxxxxxx hereby covenants and agrees to cooperate with PMW to enable PMW to enjoy to the fullest extent the right, title and interest herein conveyed in the United States and foreign countries. Such cooperation by Xxxxxxx shall include, without limitation, (i) prompt production of pertinent facts and documents, giving of testimony, execution of petitions, oaths, specifications, declarations or other papers, and other assistance all to the extent deemed necessary or desirable by PMW for perfecting in PMW the right, title and interest herein conveyed, and (ii) the execution of any and all further documents requested by PMW to evidence PMW’s ownership of the Projects.
3. Consideration. In consideration of Xxxxxxx’x assignment hereunder and for his unpaid contributions to PMW, PMW agrees to issue to Xxxxxxx Five Hundred Thousand (500,000) shares of PMW Common Stock.
4. Restricted Stock; Representations; Miscellaneous. Sections 3, 4 and 5 of the Promissory Note Conversion Agreement of even date herewith between PMW and Xxxxxxx shall be incorporated herein by reference.
5. Successors. The terms and covenants of this assignment shall inure to the benefit of PMW, its successors, assigns and other legal representatives, and shall be binding upon Xxxxxxx, his respective heirs, legal representatives and assigns.
IN WITNESS WHEREOF, Xxxxxxx has executed and delivered this instrument to PMW as of the date first written above.
| /s/ Xxxxxx Xxxxxxx |
| Xxxxxx Xxxxxxx |
| Acknowledged and Agreed: | ||
| Public Media Works, Inc. | ||
| By: |
/s/ Xxxxxx Xxxxxx | |
| Xxxxxx Xxxxxx, Director | ||
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EXHIBIT A
PROJECTS
Xxxxxxx confirms his assignment of any and all interest he may have in the following projects, and all related and all associated products, trailers, pilots, scripts, ideas, plans, research, designs, events, sponsorships agreements, and promotional materials as of the date hereof:
| • | Carpool Guy |
| • | On The Hedge |
| • | 3 Day Test |
| • | The Action |
| • | TrekCollectors |
| • | Carry Your Weight (Gameshow) |
| • | Monsters |
| • | TechStyle |
| • | 3 Day Test Reality Show |
| • | Ultimate 18 |
| • | The Circuit |
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