SIGNET SOFTWARE AGREEMENT
This agreement is entered as of November 2, 2004, by and between
Trycera Financial, Inc., a Nevada corporation ("Trycera"), Signature Credit
Corporation, a California corporation ("Signature"), Xxxx Xxxxxxxx
("Xxxxxxxx") and Xxxxx Xxxx ('Xxxx"), with respect to the following facts:
X. Xxxxxxxx and Rice jointly developed the "Signet Software System,"
a computer software program described more fully on attached Schedule 1
(the "Signet Software").
B. The source code, object code, algorithms and documentation
embodying the Signet Software, the copyright, trade secret and other
intellectual property rights associated with the Signet Software, and the
name "Signet Software System" and variations thereof, are referred to below
as the "Signet Rights."
X. Xxxxxxxx previously assigned all of his rights, titles and
interests to and in the Signet Rights to Signature.
D. It is intended that all of Signature's rights, titles and
interests to and in the Signet Rights will be sold and assigned by
Signature to Trycera.
E. As used in this Agreement, "Corporation" means either Signature
or Trycera, depending on which of them at the time in question is the owner
of Signature's rights, titles and interests to and in the Signet Rights.
F. The parties believe that Corporation and Rice together own all of
the existing Signet Rights. However, such Signet Rights do not include and
are separate from the factual data bases and factual outputs that have been
developed by either of them using the Signet Software.
In consideration of their mutual agreements below and other valuable
consideration, the parties to this Agreement agree as follows:
1. Each of Corporation and Rice shall have a perpetual, fully paid,
non-exclusive, transferable right and license to use, copy, improve,
modify, market, distribute, license, sublicense, assign, disclose and/or
otherwise exploit the Signet Rights in any manner or manners, without the
need for any consent or waiver of rights from any other parties to this
Agreement.
2. Rice shall be deemed not to have made to any of the other parties
hereto, and such other parties shall be deemed not to have made to Rice,
any representation, warranty, guarantee or assurance, whether statutory,
express or implied, including (without limitation) any warranty of design,
merchantability or fitness for a particular purpose, regarding the title to
or ownership, non-infringement, confidentiality, utility, usefulness,
error-free nature or value of the Signet Software or Signet Rights.
3. Rice shall not be obligated to provide or disclose to any of the
other parties, and such other parties shall have no rights to or interests
in, any modifications of, upgrades to or data bases or outputs generated
using the Signet Software which are made, developed or generated after the
date of this Agreement by or on behalf of any such other party.
4. None of the other parties shall be obligated to provide or
disclose to Rice, and Rice shall have no rights to or interests in, any
modifications of, upgrades to or data bases or outputs generated using the
Signet Software which are made, developed or generated after the date of
this Agreement by or on behalf of Rice.
5. Each party agrees that after the delivery of this Agreement he or
it will execute and deliver such further documents and do such further acts
and things as the other parties may reasonably request in order to carry
out the terms of this Agreement. No supplement, modification or amendment
of this Agreement will be binding unless executed in writing by the parties
affected thereby. This Agreement will be binding on, and will inure to the
benefit of, the parties and their respective heirs, personal
representatives, successors and assigns. If any legal action or other
proceeding is brought for the enforcement of this Agreement, or because or
arising out of an alleged dispute, breach, default or misrepresentation in
connection with any of the provisions of this Agreement, the prevailing
party will be entitled to recover reasonable attorneys fees and other costs
incurred in that action or proceeding, in addition to any other relief to
which it or he may be entitled. This Agreement will be governed by laws of
the State of California (excluding conflict of laws rules).
/s/ Xxxxx Xxxx
Xxxxx Xxxx
/s/ Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Signature Credit Corporation,
a California corporation
By /s/ Xxxxx X. Xxxxxxxx
Signature
Xxxxx X. Xxxxxxxx
Printed Name
President
Title
Trycera Financial, Inc.,
a Nevada corporation
By /s/ Xxxxxxx X. Xxxxxx
Signature
Xxxxxxx X. Xxxxxx
Printed Name
CEO
Title
2
