EXHIBIT 10.08
ASSIGNMENT OF PROPERTY RIGHTS
-----------------------------
THIS ASSIGNMENT is made by and between Xxxx Xxxxxxx, an individual,
(hereinafter "ASSIGNOR") and THE SHOPPERS' SOURCE, a California corporation
(hereinafter "SHOPPERS'") with offices at 0000 X. Xxxxx Xxxxxxx, Xxxxxx Xxxxx,
Xxxxxx Xxx Xxx, XX 00000.
With reference to the following facts:
A. ASSIGNOR has been an independent contractor and is now an
employee and has performed services fOR SHOPPERS' in connection with the
development of certain on-line shopping software identified hereinbelow as
Property; and
B. ASSIGNOR and SHOPPERS' have agreed that as between the parties,
all right, title and interest of the said Property shall belong to SHOPPERS' and
that assistance given to its creation by ASSIGNOR was for the purpose of
exclusive and worldwide ownership and usage by SHOPPERS'.
IN CONSIDERATION of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree to the following terms and conditions:
1. "Property" as used herein shall mean all tangible and intangible
property relating to the development of on-line shopping software which may or
may not be proprietary to ASSIGNOR and which ASSIGNOR may have assisted in
developing, in whatever form, state, or condition, including, but not limited
to, verbal or written communications, documents, works, devices, models,
pictures, drawings, notes, storyboards, film, tape, or any other embodiment,
prototypes, electronically stored information, any intellectual property
inherent therein (such as copyrights, patents, trademarks, trade dress, trade
names, trade secrets, or know-how), packaging, labels, advertisements, ideas, or
promotional literature, whether hereafter or heretofore communicated to
SHOPPERS', and whether or not SHOPPERS' has been involved or participated in the
creation or exploitation of any embodiment of such on-line shopping software.
2. ASSIGNOR warrants that to the best of his knowledge:
-1-
a. He has title to the Property and has all power and authority to
assign Property as provided for herein; and
b. Property does not infringe any other person's, firm's or
corporation's copyright, patent, trade secret or property; and
c. Property is original with Assignor.
3. All right, title and interest, in and to the Property shall be
exclusive to SHOPPERS'.
4. ASSIGNOR will not disclose, use, publish, convey, or disseminate
the Property to anyone in written, oral, audio, visual or electronic form except
after obtaining the express written permission of SHOPPERS', and ASSIGNOR agrees
to make reasonable efforts to prevent any unauthorized use, disclosure,
publication, conveyance, or dissemination of said Property.
5. ASSIGNOR agrees that at any time, ASSIGNOR will not circumvent his
obligations to SHOPPERS' hereunder by using the Property without express written
authorization of SHOPPERS'. Further, ASSIGNOR will not usurp any business
opportunities which SHOPPERS' or any agent of SHOPPERS' made available to
ASSIGNOR pursuant to this Agreement.
6. ASSIGNOR acknowledges that the consideration for this Agreement is
the opportunity for SHOPPERS' to consider the Property and/or the opportunity
for ASSIGNOR to perform or to have performed services for SHOPPERS' as an
independent contractor or an employee and to be given the opportunity to acquire
shares of Common stock in SHOPPERS'.
7. The parties agree that in the event of any breach of this Agreement
by ASSIGNOR, SHOPPERS' shall be entitled to immediate relief by preliminary
and/or permanent injunction and that breach of this Agreement will result in
irreparable and immeasurable harm to SHOPPERS'.
8. Although ASSIGNOR was not an employee of SHOPPERS', it is
understood that ASSIGNOR has become an employee, and if so, ASSIGNOR agrees that
all material, ideas and inventions pertaining to the business of SHOPPERS' or of
any customer or client of SHOPPERS', including, but limited to all patents and
copyrights thereon and renewals and extensions thereof and the names, addresses
and telephone numbers of customers of SHOPPERS', shall belong solely to
SHOPPERS', except for any idea or invention for which no equipment, supplies,
facility or trade secret information of SHOPPERS' was used and which is not
encompassed, the subject of this agreement and was not developed entirely on
employee's own time and having no relationship whatsoever to the subject matter
of the Property of this agreement, and (a) which does not relate at the time of
conception or reduction to practice of invention, (i) to the business of
SHOPPERS' or (ii) to SHOPPERS' actual or demonstrably anticipated research or
development, or (b) which does not result from any work performed by ASSIGNOR
for
-2-
SHOPPERS'. By executing this agreement and initialing this page, ASSIGNOR
acknowledges that he has received notice from SHOPPERS' that the provisions of
this Section do not apply to any invention or Property which qualifies fully
under the Provisions of Section 2870 of the California Labor Code.
9. In the event of any disagreement, dispute, breach, termination,
litigation, arbitration, request for declaration of rights, or other
circumstance requiring resolution, either party shall resort only to, and the
exclusive forum for any such shall be, binding arbitration before the American
Arbitration Association in Los Angeles, California.
10. The obligations of ASSIGNOR under this Agreement continue in
perpetuity, even after the cessation of all relationships between ASSIGNOR and
SHOPPERS'.
11. The geographic scope of this Agreement is world-wide.
12. Should any portion of this Agreement be determined by a court of
law or arbitrator to be in conflict with any applicable law, then the validity
of the remaining portions of the Agreement shall not be affected thereby.
13. No term or provision of this Agreement may be amended, altered,
superseded, waived, released, discharged, or modified in any respect, except in
a writing signed by all the parties.
14. ASSIGNOR agrees that he shall indemnify and hold harmless SHOPPERS'
on any claim, demand, damage, debt, liability, account, remedy, cause of action,
action, cost, expense, or attorneys' fees arising out of or in connection with
any unauthorized use or disclosure of any of the Property.
15. Each and every representation, warranty, covenant, agreement, and
provision of this Agreement, shall inure to the benefit of and be binding on the
parties, and their predecessors, successors, and assigns, and their parent,
affiliated, and subsidiary corporations, and their partners, co-venturers,
officers, directors, shareholders, employees, insurers, attorneys, agents, and
representatives.
16. Each of the signatories to this Agreement hereby acknowledge and
represent that he has read this Agreement in its entirety and has had the
opportunity to consult with an attorney concerning the contents and consequences
of this Agreement, the Agreement being executed solely in reliance on his own
judgment,
-3-
belief, and knowledge, that the terms of this Agreement contain the entire
agreement between the parties.
"ASSIGNOR":
Date: 7/3/97 /s/ Xxxx Xxxxxxx
------ ---------------------------
Xxxx Xxxxxxx
"SHOPPERS'":
Date: 7/10/97 /s/ Xxxxxx X. XxXxxxx, CEO
------- ---------------------------
Xxxxxx X. XxXxxxx, CEO
-4-
