ASSIGNMENT & ASSIGNMENT AGREEMENT
AGREEMENT made this 8th day of OCTOBER ,1999, by and between Xxxx Xxxxxx
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(hereinafter called ("Xxxxxx") and Veritec Inc. (hereinafter called "Veritec").
WHEREAS, Veritec wishes to acquire and Xxxxxx wishes to sell and assign
certain software and copyrights owned by Xxxxxx and described in the parties'
License Agreement dated June 15, 1999, which specifically included, but is not
limited to, the existing program code and source code developed by Xxxxxx xxxxx
periods he was not either an employee of nor a contractor/consultant of Veritec
and all documentation, including manuals and other written materials, which
relate to the code;
WHEREAS, Xxxxxx desires to transfer entire ownership of all intellectual
property rights in the computer software, image processing sofware and
documentation to Veritec;
IT IS THEREFORE agreed between Xxxxxx and Veritec as follows:
(1) For good and valuable consideration including the payment of $50,000 and
the grant of 187,500 shares of Veritec's restricted common stock (valued at
$0.80 per share), Xxxxxx hereby sells, grants, transfers, assigns and conveys to
Veritec, its successors and assigns, the entire title, right, interest,
ownership and all subsidiary rights in and to the computer software, image
prcessing software and documentation, including but not limited to (a) the right
to secure copyright registration therein and to secure renewals, reissues, and
extensions of any such copyright or copyright registration in the United States
of America or any foreign country; and (b) the right to secure patent
registration therein and to any resulting registration in Veritec's name as
claimant, and the right to secure renewals, reissues, and extensions of any such
patent or patent registration in the United States of America or any foreign
country.
(2) Whether the patent or copyright in the software shall be preserved and
maintained or registered in the United States of America or any foreign country
shall be at the sole discretion of Veritec.
(3) Xxxxxx hereby represents and warrants that:
(a) Veritec and its successors and assigns, owns the entire title, right
and interest in the software, including the right to reproduce, prepare
derivative works based upon the copyright in the software, distribute by sale,
by rental, lease or lending or by other transfer of ownership; to perform
publicly and to display, in and to the software, whether or not the software
constitutes a "work made for Hire" as defined in 17 U.S.C. Section 210 (b);
(b) Xxxxxx has all necessary rights to sell and assign to Veritec the
materials described herein free and clear of any and all claims, liens or
encumbrances and restrictions;
(c) Xxxxxx has not entered into any agreements or commitments which are
inconsistent with or in conflict with this Agreement; and,
(d) The software, manuals and other written materials are complete and
detailed sufficiently so that a programmer reasonably skilled in the art can
understand and maintain the software.
(4) Xxxxxx agrees that no rights in the software are retained by Xxxxxx.
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(5) Xxxxxx agrees to take all actions and cooperate as is necessary to protect
the copyright ability of the software and further agrees to execute any
documents that might be necessary to perfect Veritec's ownership of copyrights
in the software and to registration.
(6) All terms of this Agreement are applicable to any portion or part of the
software as well as all the software in its entirety.
(7) This Agreement constitutes the entire agreement between the parties
hereto; this Agreement supersedes any prior oral or written agreement or
understanding between the parties.
(8) This Agreement has been interpreted under the United States Copyright
and/or patent Law; but will be litigated or prosecuted under the laws of the
state of Minnesota.
IN WITNESS WHEREOF and intended to be legally bound by, the parties have
hereunder set their hands, the day and the year first written above.
By: /s/ Xxxx X Xxxxxx
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Xxxx Xxxxxx
VERITEC INC.
By: /s/ Van Xxxx Xxxx and Xxxx X. Xxxx
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Name: Van Xxxx Xxxx and Xxxx Xxxx
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Title: Director/CEO
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