ASSIGNMENT AGREEMENT
Exhibit
10.1
THIS AGREEMENT made as of the
7th day of May, 2009 with an effective date of May 1st,
2009.
BETWEEN:
0000-0000 Xxxxxx Inc., a
corporation incorporated under the laws of the Province of Quebec and having its
head office at 000 Xx-Xxxxxx Xxxx. xxxxx 000, Xxxxx, Xxxxxx, X0X 0X0
XXXXXX,
(hereinafter
referred to as the "Company")
OF
THE FIRST PART,
-- and
--
Teliphone Corp, a Corporation
incorporated under the laws of Nevada and carrying on business
as and having its head office at 000 Xx-Xxxx Xx. Xxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxx, X0X 0X0 CANADA,
(hereinafter
referred to as the "Assignee")
OF
THE SECOND PART.
WHEREAS the Company is the
owner in full property of clients for which it provides services under the terms
of contracts signed and delivered in the course of the Company’s
business;
WHEREAS the Company has agreed
to Assign all of its clients (the "Clients") to the
Assignee;
WHEREAS the Assignee has
agreed to receive the Clients upon Assignment on the terms and conditions
hereinafter contained;
AND CONSIDERING the company
disbursed an amount of 240 000$ for the benefit of the assignee for the
implementation of a credit line with TD Canada Trust;
NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the respective covenants and
agreements of the parties contained herein, the sum of one dollar paid by each
party hereto to each of the other parties and other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged by
each of the parties hereto) it is agreed as follows:
1
ARTICLE
ONE -- ASSIGNED CLIENTS
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1.1
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Transfer
and Assignment of the Clients. At the time of
execution of this Agreement the Company shall transfer to the Assignee,
all of the clients it has been transferred with by Orion Communications Inc.
(Orion), (hereinafter collectively referred to as the "Assigned
Clients"). Title to, ownership of and all property rights in the Assigned
Clients shall become the Assignee property upon the conditions set forth
in this agreement.
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1.2
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Under
the conditions specified in this agreement, the property of the “Clients”
shall be deemed the property of the Assignee and the Assignee shall
provide the clients with the services they are entitled to under the terms
of their contractual agreement signed with Orion and the Assignee shall
deliver such services in the usual course of business as provided for in
the contract.
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ARTICLE
TWO -- REMITTANCE OF CLIENTS CONTRACTS
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2.1
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Contracts
to be Remitted. The Company shall
furnish to the Assignee the material copy of all the Assigned
Contracts and the contracts shall bear the addresses of all clients
together with the description of the services to be rendered and the
monthly remittance the Clients have to
pay.
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ARTICLE
THREE – CONDITIONS FOR ASSIGNMENT/REMUNERATION
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3.1
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Assignee
Remuneration. The Assignee shall
receive as its remuneration, the amount realized from the assigned
contracts as specified for each one. The Assignee shall not be entitled to
any other remuneration from the
Company.
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3.2
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Consideration
for the assignment. In consideration for the assignment,
the Assignee shall support any and all of the obligations of Orion, as
specified in the contracts and as necessary for the good
management of the Contracts assigned in the due course of
business;
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3.3
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Assignee
Liable for Taxes, Licence Fees, etc. The Assignee will pay
when due all taxes, rates, license fees or other charges imposed by any
duly constituted authority on the Assignee, on the Company, on the
Assigned Contracts or on the
proceeds thereof;
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3.4
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Remuneration. The
assignee shall pay the company under the terms of this assignment with a
yearly amount equivalent to 50% of the gross benefit generated by the
management of the contracts.
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ARTICLE
FOUR-- GENERAL CONTRACT PROVISIONS
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4.1
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Notices. All notices, requests,
demands or other communications (collectively, "Notices") by the terms
hereof required or permitted to be given by one party to any other party,
or to any other person shall be given in writing by personal delivery or
by registered mail, postage prepaid, or by facsimile transmission to such
other party as follows:
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2
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(a)
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To
the Company at:
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000
Xx-Xxxxxx Xxxx. xxxxx 000
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Xxxxx,
Xxxxxx, X0X 0X0
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XXXXXX
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ATT :
Xxxxxx Xxxxxxxx
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(b)
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To
the Assignee at:
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000
Xx-Xxxx Xx. Xxxx, Xxxxx 000
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Xxxxxxxx,
Xxxxxx, X0X 0X0
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XXXXXX
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ATT:
Xxxxxx Xxxxxxxx
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or at
such other address as may be given by such person to the other parties hereto in
writing from time to time.
All such
Notices shall be deemed to have been received when delivered or transmitted, or,
if mailed, 48 hours after 12:01 a.m. on the day following the day of the mailing
thereof. If any Notice shall have been mailed and if regular mail service shall
be interrupted by strikes or other irregularities, such Notice shall be deemed
to have been received 48 hours after 12:01 a.m. on the day following the
resumption of normal mail service, provided that during the period that regular
mail service shall be interrupted all Notices shall be given by personal
delivery or by facsimile transmission.
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4.2
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Additional
Considerations. The parties shall sign
such further and other documents, cause such meetings to be held,
resolutions passed and by-laws enacted, exercise their vote and influence,
do and perform and cause to be done and performed such further and other
acts and things as may be necessary or desirable in order to give full
effect to this Agreement and every part
thereof.
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4.3
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Counterparts. This Agreement may be
executed in several counterparts, each of which so executed shall be
deemed to be an original and such counterparts together shall be but one
and the same instrument.
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4.4
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Time of the
Essence.
Time shall be of the essence of this agreement and of every part hereof
and no extension or variation of this Agreement shall operate as a waiver
of this provision.
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4.5
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Entire
Agreement.
This Agreement constitutes the entire agreement between the parties with
respect to all of the matters herein and its execution has not been
induced by, nor do any of the parties rely upon or regard as material, any
representations or writings whatever not incorporated herein and made a
part hereof and may not be amended or modified in any respect except by
written instrument signed by the parties hereto. Any schedules referred to
herein are incorporated herein by reference and form part of the
Agreement.
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4.6
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Enurement. This Agreement shall
enure to the benefit of and be binding upon the parties and their
respective successors and assigns.
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3
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4.7
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Currency. Unless otherwise
provided for herein, all monetary amounts referred to herein shall refer
to the lawful money of Canada.
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4.8
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Headings
for Convenience Only. The division of this
agreement into articles and sections is for convenience of reference only
and shall not affect the interpretation or construction of this
Agreement.
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4.9
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Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws
of the Province of Ontario and the federal laws of Canada applicable
therein and each of the parties hereto agrees irrevocably to conform to
the non-exclusive jurisdiction of the Courts of such
Province.
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4.10
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Gender. In this Agreement,
words importing the singular number shall include the plural and vice
versa, and words importing the use of any gender shall include the
masculine, feminine and neuter genders and the word "person" shall include
an individual, a trust, a partnership, a body corporate, an association or
other incorporated or unincorporated organization or
entity.
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4.11
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Calculation
of Time.
When calculating the period of time within which or following which any
act is to be done or step taken pursuant to this Agreement, the date which
is the reference date in calculating such period shall be excluded. If the
last day of such period is not a Business Day, then the time period in
question shall end on the first business day following such non-business
day.
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4.12
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Legislation
References.
Regulation, order or act of any government, governmental body or other
regulatory body shall be construed as a reference thereto as amended or
re-enacted from time to time or as a reference to any successor
thereto.
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4.13
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Severability. If any Article,
Section or any portion of any Section of this Agreement is determined to
be unenforceable or invalid for any reason whatsoever that
unenforceability or invalidity shall not affect the enforceability or
validity of the remaining portions of this Agreement and such
unenforceable or invalid Article, Section or portion thereof shall be
severed from the remainder of this
Agreement.
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4.14
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Assignee
not an Agent. This Agreement shall
not constitute the Assignee an agent for the Company except for the
express purpose stated herein.
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4.15
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Transmission
by Facsimile. The parties hereto
agree that this Agreement may be transmitted by facsimile or such similar
device and that the reproduction of signatures by facsimile or such
similar device will be treated as binding as if originals and each party
hereto undertakes to provide each and every other party hereto with a copy
of the Agreement bearing original signatures forthwith upon
demand.
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IN WITNESS WHEREOF the parties
have duly executed this Assignment Agreement this 7th day
of May, 2009.
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/s/ Xxxxxx
Xxxxxxxx
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For
the Company
0000-0000
Xxxxxx Inc.
Xxxxxx
Xxxxxxxx
Authorized
Signing Officer
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