exhibit 10.12
Intellectual Property Purchase Agreement
Recital
THIS AGREEMENT made this 5th day of February 2003 by and between
XxxxXxxxxxxx.xxx, Inc. a California corporation (XX.xxx), and
CareDecision Corporation, a Nevada corporation (Care).
WITNESETH:
In consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows:
1. XX.xxx shall sell and Care shall purchase, free and clear of
all liens, encumbrances and liabilities, those assets of XX.xxx's
Intellectual Property and know-how, more commonly known as
Hospitalist Care Manager, Microsoft Windows CE Version 2.11,
consisting of computer software for PDA devices, computer source
code, other related computer software and computer equipment, all
of which are more fully described and enumerated in Schedule A
which is attached hereto and by this reference made a part
hereof.
2. Care shall pay the XX.xxx, as the purchase price for the
foregoing; two million five hundred thousand (2,500,000) shares
in restricted, legended shares of common stock in Care.
3. XX.xxx shall sell, assign, transfer, and convey to Care the
Intellectual Property assets, as described in Paragraph above,
free of all liabilities.
4. All equipment included in the sale shall be in good working
condition at the time of sale. Care shall accept the assets "as
is" without warranty as to their condition and operation.
5. The actions to be taken by the parties hereto to close the
transaction as provided shall take place on or before March 31,
2003, at the office of Care, 0000 Xxxxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx Xxxxxxx, XX 00000, hereinafter referred to as the
("Closing Date"). On Closing Date, XX.xxx shall deliver to Care
possession of the assets, and good and sufficient instruments of
transfer, conveying and transferring the assets to Care. Such
delivery shall be made against payment and delivery to the XX.xxx
of the shares as set forth herein above. The instruments of
transfer shall contain covenants and warranties, as described
below, that XX.xxx has good and marketable title in and to the
assets.
6, XX.xxx covenants, warrants and represents:
(a) XX.xxx is not presently involved in any activity or
outstanding dispute with any taxing authority as to the amount of
any taxes due, nor has he/she received any notice of any
deficiency, credit or other indication of deficiency from any
taxing authority.
(b) XX.xxx is the owner of and has good and marketable title to
all of the assets enumerated in Paragraph 1, free from all
encumbrances.
(c) Care waives the benefit of any redress allowed by the Nevada
Corporate Code or any other applicable code; provided, however,
that XX.xxx shall indemnify and hold harmless Care from any and
all claims of its creditors and such assets shall transfer to
Care, free and clear of all liens and encumbrances.
(d) All representations and warranties made by XX.xxx shall
survive the Closing.
7 XX.xxx hereby assumes all risk of loss, damage or destruction
resulting from fire or other casualty to the time of transfer of
assets and Closing.
8. This Agreement shall be binding upon the personal
representatives, successors and assignees of the parties. This
Agreement and any accompanying instruments and documents include
the entire transaction between the parties and
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there are no representations, warranties, covenants or
conditions, except those specified herein or in accompanying
instruments and documents.
9. All covenants, warranties and representations herein shall
survive this Agreement and the Closing Date.
10. This Agreement shall be governed in all respects by the laws
of the State of California.
IN WITNESS WHEREOF, the parties hereto have set their hands and
seals, the date and place first above written.
XxxxXxxxxxxx.xxx
/s/ Xxxxx Xxxxxx
----------------
Xxxxx X. Xxxxxx, President
CareDecision Corporation
/s/ Xxxxxx Xxx
--------------
Xxxxxx Xxx, CEO
/s/ Xxx X. Xxxx
---------------
Witness
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Schedule A to
Intellectual Property Purchase Agreement
February 5, 2003
All of the following, whether now existing or owned or hereafter
created or acquired, wherever located, including substitutions,
accessions, additions and replacements thereto and proceeds
thereof as and only for the intellectual property more commonly
known as XxxxXxxxxxxx.xxx, Inc. (XX.xxx) Hospitalist Case
Manager, Microsoft Windows CE Version 2.11:
(i) all inventory, including raw materials, work-in-
progress, finished and semi-finished inventory, and all names and
marks affixed or to be affixed thereto for purposes of selling
same for the seller, manufacturer or licensor thereof, and all
right, title and interest of XX.xxx therein and thereto;
(ii) all machinery, equipment, furniture, fixtures, and
all accessories, fittings and parts therefor;
(iv) all of XX.xxx's books and records relating to all of
the foregoing;
(v) any and all products and proceeds of the foregoing in
any form, whether from the voluntary or involuntary disposition
thereof, including without limitation accounts, contract rights,
general intangibles, chattel paper, documents, instruments,
inventory, equipment, fixtures, all insurance proceeds and all
claims by XX.xxx against third parties for damage to or loss or
destruction of any or all of the foregoing.
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