ASSIGNMENT AGREEMENT THIS AGREEMENT is made effective this 20th day of July, 2005.
Exhibit 10.7
THIS AGREEMENT is made effective this 20th day of July, 2005.
BETWEEN:
SOUND REVOLUTION RECORDINGS INC., a company incorporated under the laws of British Columbia
("Sound Revolution”)
OF THE FIRST PART
AND:
CHARITY TUNES INC., a company incorporated under the laws of Delaware
("Charity Tunes”)
OF THE SECOND PART
WHEREAS:
A. Sound Revolution and Charity Tunes are each wholly owned subsidiaries of Sound Revolution Inc., a Delaware company whose shares are listed for trading on the Over-the-Counter Bulletin Board under the symbol SRVN. Sound Revolution Inc. and its subsidiaries are participating in a re-organization whereby Sound Revolution Inc. and Sound Revolution are transferring all assets related to their music downloads business to Charity Tunes;
B. Sound Revolution is a party to an agreement with Gravit-e Technologies Inc. (“Gravite”) dated May 3, 2005 whereby Gravite agreed to develop the website xxx.xxxxxxxxxxxx.xxx, including custom development, standard application hosting and necessary hardware purchases (the “Agreement”);
C. Sound Revolution now wishes to assign to Charity Tunes all of Sound Revolution’s rights, title and interests in the Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual Agreement contained herein, the parties hereto agree as follows:
| 1. | Sound Revolution hereby grants, assigns, transfers
and sets over absolutely and unconditionally unto Charity Tunes all of
its rights, title and interest, both in law |
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| and in equity in and to the Agreement and Charity
Tunes hereby accepts such assignment. Upon the execution and delivery
of this Assignment Agreement (and any other written instrument as may
be reasonably requested by Charity Tunes in order to give effect to this
assignment) by Sound Revolution, Charity Tunes shall, as of the date hereof,
acquire all of the rights, title and interest of Sound Revolution pursuant
to the Agreement. |
|
| 2. | Sound Revolution represents and warrants to Charity Tunes that: |
| a. | Sound Revolution has full right and authority to assign the Agreement and to Charity Tunes; | |
| b. | Sound Revolution’s interests in the Agreement are free and clear of all liens, charges, encumbrances and judgments of any nature or kind whatsoever; and | |
| c. | Sound Revolution will indemnify, defend and save harmless Charity Tunes from and against any and all actions, suits, losses, damages and expenses which Charity Tunes may suffer or incur or be put to by reason of any of the warranties or representations set forth in this section being untrue or incorrect. | |
| 3. | Charity Tunes assumes and agrees to observe, perform,
be bound by and be liable under, as an obligation of Sound Revolution,
each and every covenant, term and obligation of Sound Revolution under
the Agreement, and hereby agrees to indemnify, defend and save harmless
Sound Revolution from and against any and all actions, suits, losses,
damages and expenses which Sound Revolution may suffer or incur or be
put to by reason of the failure to do any of the same. |
| 4. | Sound Revolution expressly authorizes Charity Tunes
to collect, demand, xxx for, enforce, recover and receive, dispose of,
realize or enforce any of the rights, title and interests conveyed by
this agreement, as Charity Tunes deems advisable, either in the name of
Sound Revolution or in Charity Tunes’ name without notice to Sound
Revolution and without prejudice to any rights which Charity Tunes may
have against Sound Revolution. |
| 5. | Sound Revolution agrees that it will from time to
time and at all times hereafter at the request of Charity Tunes execute
and deliver to Charity Tunes such further assurances for the better and
more perfect assignment of the Agreement as Charity Tunes may require.
|
| 6. | This agreement shall be binding and shall enure to the benefit of the parties and their respective successors and assigns. |
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| 7. | The invalidity or unenforceability of any provision
of this agreement or any part thereof shall not affect the validity or
enforceability of the remainder of this agreement or such provision. |
| 8. | This agreement may be signed in counterpart, each
of which shall be an original (and each signed copy sent by electronic
facsimile transmission shall be deemed to be an original), with the same
effect as if the signatures thereto and hereto were upon the same instrument.
|
| 9. | This agreement shall be governed by and construed
in accordance with the law of British Columbia. All parties agree to attorn
to the exclusive jurisdiction of British Columbia. |
IN WITNESS WHEREOF the parties have executed this agreement as of the date first above written.
CHARITY TUNES INC.
| per: | /s/ Xxxxx Xxxxx |
| Xxxxx Xxxxx, President |
SOUND REVOLUTION RECORDINGS INC.
| Per: | /s/ Xxxxx Xxxxx |
| Xxxxx Xxxxx, President |
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