ASSIGNMENT OF INTELLECTUAL PROPERTY AND INDEMNIFICATION AGREEMENT
EXHIBIT
10.8
ASSIGNMENT
OF INTELLECTUAL PROPERTY AND INDEMNIFICATIONS
AGREEMENT
WITH
▇▇▇▇ ▇▇▇▇▇▇▇ DATED JULY 31, 2007
ASSIGNMENT
OF INTELLECTUAL PROPERTY
AND
INDEMNIFICATION AGREEMENT
This
of
Assignment of Intellectual Property and Indemnification Agreement (this
“Assignment”) is entered into as of July 31, 2007 (the “Effective
Date”) by and between ▇▇▇▇ ▇▇▇▇▇▇▇ (“Assignor”) and Centric Rx, Inc.,
a Nevada corporation (“Company”).
WHEREAS,
the Company has entered into that certain Share Exchange Agreement dated as
of
June 28, 2007, (the “Share Exchange Agreement”) by and between Worldwide
Strategies Incorporated, a Nevada corporation (“WWSI”), the Company, and
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, J. Jireh, Inc., a Nevada Corporation, and Canada
Pharmacy Express, Ltd., a Canadian corporation, (collectively, the “CENTRIC
Shareholders”), whereby WWSI will acquire all of the issued and outstanding
shares of the Company.
WHEREAS,
Assignor has been performed work on behalf of Company and owns or may own
certain trade secrets, inventions, trademarks, service marks, logos, corporate
names, domain names, ideas, processes, customer lists, business plans, copy
rights, other works of authorship, know-how, improvements, discoveries,
developments, refinements, designs and techniques (collectively referred to
as
“Intellectual Property”) related to the Company and its past, present, or
future operations.
WHEREAS,
Assignor desires to transfer and assign to Company, and Company desires to
accept from Assignor any and all rights Assignor owns or may own in and to
the
Intellectual Property.
WHEREAS,
Company desires to hold harmless and indemnify, and Assignor desires to be
held
harmless and indemnified against any claims regarding ownership of or for any
actions taken by Company relating to the Intellectual Property.
NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the parties hereto agree as follows:
1. Assignment
of Intellectual Property. Assignor hereby transfers and assigns
to Company all Intellectual Property which Assignor made, conceived, developed
or reduced to practice or caused be made, conceived, developed or reduced to
practice prior to the Effective Date, and which is directly related to the
business to be conducted by Company. Assignor agrees that, without
charge to Company, Assignor will promptly execute and deliver further documents
and perform all lawful acts necessary to transfer all rights, title and interest
in the Intellectual Property to Company.
2. Indemnity. Company
agrees to indemnify and hold Assignor harmless from and against any and all
charges, costs, expenses and liabilities regardless of when they arose, and
howsoever arising, and without limitation, whether arising in law or equity
under statute, regulation, governmental ordinance or otherwise, which Assignor
sustains or incurs in or in connection with or incidental to any action, claim,
demand, proceeding or suit which is brought, commenced, made or prosecuted,
or
threatened to be brought, commenced, made, or
prosecuted
against them, for or in respect of the Intellectual Property transferred to
Company, unless Assignor did not act in good faith or had reasonable cause
to believe Assignor’s conduct was unlawful with respect the Intellectual
Property. Furthermore, no indemnification shall be made in respect of
any claim, issue or matter as to which Assignor shall have been adjudged to
be
liable to Company, unless and only to the extent that a court of competent
jurisdiction shall determine that, despite the adjudication of liability but
in
view of all the circumstances of the case, Assignor is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
IN
WITNESS WHEREOF, the parties have executed this Assignment as of the date set
forth above.
| ASSIGNOR | |||
|
|
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | |
| CENTRIC RX, INC. | |||
|
|
By:
|
/s/ ▇▇▇▇▇ P.R. ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇, signing on behalf of | |||
| Worldwide Strategies Incorporated | |||