1
EXHIBIT 10.10
ASSIGNMENT
STATE OF TEXAS
COUNTY OF DALLAS
Computer Translation Systems & Support, Inc. ("CTSS"), Xxxxxxx X.
Xxxxxx ("Xxxxxx"), Xxxxx Xxxxx ("Xxxxx"), Xxxxxxxx Xxxx Melquiond ("West"), and
the respective wives and / or common law wives and / or significant others,
assignors (collectively referred to as "Assignors"), for Ten Dollars ($10.00)
and other valuable consideration, by this instrument hereby grant and convey to
ErgoFon'iks, Inc, assignee, all of its right, title, and interest in the
Intellectual Property, Product, Process, and Improvements described in Exhibit
A attached hereto.
This assignment is made subject to the following terms:
1. WARRANTY. CTSS, Lefler, Moore, and West expressly warrant that
they have good title to the property conveyed by this Assignment, and that the
property is free from any prior claim or encumbrances of any nature or kind.
2. BINDING EFFECT. This Assignment and all of its terms and
conditions, are binding on the Assignors and their successors and assigns, and
on ErgoFon'iks, Inc. and its successors and assigns.
Executed this 15th day of October, 1997.
Computer Translation Systems & Support, Inc.
By:
----------------------
President
--------------------------- ---------------------------
Xxxxxx X. Xxxxxx Wife of Xxxxxx X. Xxxxxx
--------------------------- ---------------------------
Xxxxx Xxxxx Wife of Xxxxx Xxxxx
---------------------------
Xxxxxxxx Xxxx Melquiond
2
EXHIBIT A. TO ASSIGNMENT
1. PRODUCT. "PRODUCT" SHALL MEAN
a. The Foniks and Impact operational software and User
Documentation and all Improvements thereto, excluding the
Digitext "chart" tables and the Digitext keyboard as those
terms are defined in the March 21, 1991 agreement by and
between Digitext and CTSS, Inc.;
b. The "keyboard emulator box" and all improvements to items set
forth in paragraph 1.5 a above;
c. All other current, pending, and future related products to the
Foniks and Impact Units and User Documentation of CTSS and/or
the shareholders in the field of voice transcription to
computer data, data capture and transcription technology,
voice-to-text technology, machine shorthand to type
phonetically, data capture and shorthand transcription
technology.
d. Any rights to IMPACT trademark name, if any;
e. Product shall not include Real-Time Captioning, Inc.'s
captioning products.
2. INTELLECTUAL PROPERTY. "INTELLECTUAL PROPERTY" SHALL MEAN
a. All patents and patent applications of CTSS and/or the
shareholders, including, without limitation, all patents,
their reissue, and pending patents issuing thereon and any
reissue of any such patents relating or referring to the
Product or Process;
b. All software and all improvements, enhancements, conversions,
and modifications thereto of CTSS and/or the shareholders,
including, without limitation, all source codes, flow charts,
chart tables, look-up tables, exception tables, executable
object code, program source code with internal programmer
notes, and all physical embodiments thereof that have existed
in the past and are currently developed or being developed,
including all documentation thereof relating or referring to
the Products and/or Process;
c. All works of authorship owned by CTSS and/or the Shareholders,
and all claims of copyright thereto, as well as all derivative
works, modifications, changes and other embodiments of such
works or authorship which relate or refer to the Products
and/or Process;
3
d. All current and pending trademarks, service marks, and trade
dress and all names used, or to be used by CTSS and/or the
Shareholders or referring to the Products and/or the Process,
and the good will associated therewith;
e. All technical information and trade secrets of CTSS and/or the
shareholders, including, without limitation, the engineering,
scientific and practical information and formulas, compliers,
Gerber file for steno mother board, program file for cup chip
for steno board, complete parts list for Fon'iksWriter,
complete parts list for steno keyboard, drawings for metal
housing for the Fon'ik's Writer, left and righ hand chart
tables, research data, design and manufacturing procedures,
know-how, raw material, and expertise and all specifications
which are applied to the designs and construction of tooling
and operation of manufacturing/assembling the Product or using
the Process;
f. All User Documentation and literature of CTSS and/or the
shareholders, including but not limited to all user manuals,
supporting materials, training manuals and materials,
workbooks, product description and technical manuals relating
to the Product and/or Process, as well as all copyrights to
the foregoing;
a. The term "Intellectual property" does not include software
developed by Xxxxxx and/or Realtime Captioning, Inc. which is
used for closed caption purposes; and
a. All rights, title and interest of CTSS in (1) the March 21,
1991 license agreement by and between Digitext, Inc. and CTSS,
Inc. and (2) the August 9, 1995 license agreement by and
between Digitext, Inc. and CTSS, Inc.
3. PROCESS.
"Process" shall mean any and all current and future processes and all
improvements thereto of CTSS and/or the shareholders for the transcription of
voice to computer data (by keystroke, hand movement or recognition, or
otherwise) except for captioning products.
4. IMPROVEMENTS.
"Improvements" shall mean any invention, technology information,
development, technology and modifications of any nature or form, and any part
or combination of parts, or method of using or manufacturing such part or
combination of parts, currently being developed, and which is developed from
the signing of this agreement until West and Xxxxxx execute their respective
employment agreements (the "Employment Agreements")
4
which improves the Process, including, without limitation, the development of a
new Process which affects the Product in any of the following ways:
a. Reduces production costs;
b. Improves performance;
c. Improves handling in the manufacturing process;
d. Broadens applicability;
e. Increases marketability; or
f. Improves appearance.
