1
Exhibit 10.10
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT, is made as of the 10th day of
January, 2000 between XXX XXXXXXXXXXX ("EMC") AND XXX.XXX CORPORATION
("Xxx.Xxx").
R E C I T A L S:
A. Pursuant to a DoubleClick Adserver Network License Agreement dated
December 23, 1999, between EMC, as licensee, and DoubleClick, as licensor (the
"License Agreement"), a true and complete copy of which is attached hereto as
"Exhibit A", EMC has agreed to license from DoubleClick, Inc., certain AdServer
technology, as more particularly described therein, to use in connection with
services to be provided to Xxx.Xxx.
B. Pursuant to a Software Maintenance and Support Agreement dated
December 28, 1999, between EMC and DoubleClick (the "Support Agreement"), a true
and complete copy of which is attached hereto as "Exhibit B", DoubleClick has
agreed to provide certain support and upgrades for the software and product
components licensed under the License Agreement, as more particularly described
therein.
C. EMC wishes to assign and transfer to Xxx.Xxx all of EMC's right,
title and interest in and to the License Agreement and the Support Agreement
(collectively, the "DoubleClick Agreements") as set forth herein.
D. The DoubleClick Agreements both expressly provide that this
Assignment may be accomplished without DoubleClick's consent.
A G R E E M E N T :
For and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. EMC hereby assigns and transfers to Xxx.Xxx effective as of the date
hereof all of EMC's right, title and interest in and to the DoubleClick
Agreements. Assignee accepts the assignment of all of Assignor's right, title
and interest in and to the DoubleClick Agreements.
2. Assignor represents and warrants that (a) it is the Licensee in the
License Agreement, being referred to therein as (b) the DoubleClick Agreements
are in full force and effect as of the date hereof, (c) Assignor has full power
and authority to execute and deliver this Assignment and has not previously
assigned or transferred any interest whatsoever in either of the DoubleClick
Agreements to anyone else.
3. Assignee assumes all obligations and liability of EMC under the
DoubleClick Agreements, provided, however, that EMC shall remain liable to
DoubleClick for all of the
2
obligations to pay license, support, maintenance or other fees of any kind under
the DoubleClick Agreements. EMC agrees not to pay any fees due under the
DoubleClick Agreements until Xxx.Xxx authorizes EMC to do so in writing.
4. This Agreement constitutes the entire agreement between the parties
hereto and shall not be amended or modified and no waiver of any provision
hereof shall be effective unless set forth in a written instrument authorized
and executed with the same formality as this Agreement. This Agreement shall
bind and adhere to the benefit of the parties hereto and their respective
successors and assigns. To facilitate execution, this Agreement may be executed
in as many counterparts as may be required. It shall not be necessary that the
signature on behalf of all parties hereto appear on each counterpart hereof, and
it shall be sufficient that the signature on behalf of each party hereto shall
appear on one or more of such counterparts. All counterparts shall collectively
constitute a single agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date first set forth above.
ASSIGNOR: XXX XXXXXXXXXXX
By:
----------------------------------
Name: Xxxxx Lorwy
Title:
ASSIGNEE: XXX.XXX CORPORATION
By:
---------------------------------
Name: Xxxxxxx Xxxxxxxxxxx
Title: Director, Marketing & Sales
-2-
