PATENT ASSIGNMENT AGREEMENT (the "Agreement")
(the
"Agreement")
THIS
AGREEMENT, is entered into as of this 28th day of November, 2006, by
and among Global Advance Corp., a Delaware company with a
registered address at 000 Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000
XXX ("Global Advance"); IdeaPlus Ltd., an Israeli company with
its principal place of business at Xxxxx Xxxx Xxxxx 0 Xxxxxxxxxx Xxxxxx Ramat
Gan 52520 Israel ("IdeaPlus");
Whereas,
Xxxx Xxxx is the inventor of a certain invention known as the Two-Foot Operated
Mouse, (the "Invention"); and
Whereas,
Xxxx Xxxx transferred ownership of the Invention to IdeaPlus; and
Whereas,
IdeaPlus currently owns the entire right, title, and interest in and to the
Invention; and
Whereas,
Global Advance is interested in acquiring from IdeaPlus (the "Assignor"), and
the Assignor are willing to transfer to Global Advance, the Assignor' entire
right, title, and interest in and to the Invention, including IdeaPlus's entire
right, title, and interest in and to any future applications hereafter filed
relating to the Invention (the "Future Applications"), and to any patents,
of
any country, which may be issued therefor (the "Patents"), (the Invention,
the
Future Applications, and the Patents, together, the "Assigned Rights"), free
and
clear of any liens, claims, royalties, licenses, encumbrances, security
interests, or any other rights granted to third parties, including
Ofir.
NOW,
THEREFORE, in consideration of the mutual promises hereinafter
contained, the Parties hereto agree as follows:
1. | Assignment of the Assigned Rights |
1.1
In consideration of the payment of $10,000 by Global Advance to IdeaPlus
(the "Consideration"), the Assignor hereby sell, assign, and transfer to Global
Advance, the entire right, title, and interest in and to the Assigned Rights,
to
be held and enjoyed by Global Advance, for its own use and for its legal
representatives and assigns.
1.2
Except as otherwise expressly provided in this Agreement, all rights title
and
interest in the invention is sold by IdeaPlus Ltd. to Global Advance on an
"AS IS" basis and without any warranties, express or implied, and Global
Advance, disclaims all warranties of usability and fitness for a general or
particular purpose. Neither party shall be liable to the other for any
incidental and/or consequential damages of the other party.
1.3
Within ten days of the signing of this Agreement, Global Advance shall transfer
the Consideration to IdeaPlus.
2. | The Assignor Representations and Warranties |
2.1
The Assignor hereby represents and warrant as follows:
(a)
Idea
Plus is the sole and exclusive owner of the Assigned Rights.
(b)
The Assigned Rights are free of any and all liens, claims, royalties, licenses,
encumbrance, security interests, and other rights of any nature or kind,
including rights and claims possessed by third parties.
(c)
The
assignor has the right and power to execute this Assignment.
(d)
Except for the assignment of the Invention by Ofir to IdeaPlus, the Assignor
has
made no prior transfer, sales, or assignment of all or any part of the Assigned
Rights.
(e)
The
Assignor has not executed and will not execute any document
in conflict with this Assignment.
3. | Assistance and Cooperation |
3.1
The
Assignor covenant and agree as follows:
(a)
The
Assignor will deliver to Global Advance the prototype and all materials it
has
in its possession relating to the Invention.
(b)
The
Assignor will execute and deliver any and all papers and instruments and perform
all acts, which may be necessary to carry this assignment into full effect
and
to perfect title to the Assigned Rights in Global Advance.
(c)
Upon
Global Advance' request and at Global Advance' expense, the Assignor will sign
and deliver all papers or applications and make all rightful oaths and do all
requisite lawful acts necessary to file or secure (a) any Future Application;
(b) any renewal, continuation, or substitute application for the Invention;
or
(c) any issue, reissue, extension, or reexamination of a Patent; (d) any
disclaimer relating to an issue Patent, or (c) the registration of an issued
Patent in other countries.
(d)
Upon
Global Advance' request and at Global Advance' expense, the Assignor will assist
Global Advance with the prosecution or defense of any infringement claim
relating to the Assigned Rights, including testifying in any litigation or
other
proceeding.
3.2
Without
derogating from Section 3.1 above, the Assignor hereby
irrevocably and unconditionally appoint Global Advance and any of its directors,
from time to time appointed by Global Advance, as their true and lawful attorney
for the purpose of doing all things and executing all documents as may be
necessary or appropriate in order to give effect to the provisions of this
Agreement.
4. | Confidentiality and Non-Compete |
4.1
The
Assignor shall maintain in confidence and secrecy, and
shall not disclose or disseminate to any third party in any way or form, all
information relating to the Assigned Rights which is identified as confidential
or which may reasonably be deemed to be confidential.
4.2
The Assignor waive all claims to any and all proprietary and confidential
information, including trade secrets and other intellectual property rights
that
they may possess in connection with the Assigned Rights, and that Global Advance
may make any use thereof free and clear of any claims by the
Assignor.
4.3
The Assignor undertakes not to develop an invention that would compete with
the
Invention.
5. | Severability |
If
any
provision of this Agreement is determined to be illegal, invalid, or otherwise
unenforceable by a court of competent jurisdiction then, within the jurisdiction
in which such provision is held to be unenforceable, such provision shall be
excluded from this Agreement and the remainder of this Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable
in
accordance with its terms; provided, however, that in such event this Agreement
shall be interpreted so as to give effect, to the greatest extent consistent
with and permitted by applicable law, to the meaning and intention of the
excluded provision.
6. | Entire Agreement |
This
Agreement, including the Preamble which is an integral part thereof, sets forth
the entire agreement between the Parties with respect to the Assigned Rights,
and supersedes all previous negotiations, agreements, arrangements, and
understandings with respect to the subject matter hereof.
7. | Governing Law |
This
Agreement shall be governed by and construed in accordance with the laws of
the
state of New York.
IN
WITNESS WHEREOF, the Parties hereto have executed this
Agreement:
IdeaPlus
Ltd.
CEO,
Xxxx
Xxxxxxxxx