DOMAIN NAME ASSIGNMENT AGREEMENT
This Agreement dated the 14th day of August, 2000.
WHEREAS BOSS Systems Inc., a corporation having a principal place of business at
0000 Xxxxxxxx Xxxxx Xxxx Xxxxx, X.X. X0X 0X0 (the "Transferor"), has registered
with Network Solutions, Inc. the domain names listed in Schedule "A" and
registered with Xxxxxxxx.xxx the domain names listed in Schedule "B"
(collectively, the "Domain Names");
and
WHEREAS Merlin Software Technologies Inc., a Nevada corporation having a
principal place of business at 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxx, X.X., X0X 0X0,
Xxxxxx (the "Transferee"), is desirous of acquiring from the Transferor the
Domain Names and the registrations therefor;
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED, the Transferor hereby transfers and assigns to the Transferee all
of the Transferor's right, title and interest in and to the Domain Names and the
registrations therefor.
FURTHERMORE, the Parties agree as follows:
1. The Transferor agrees to cooperate with the Transferee and to follow the
Transferee's instructions in order to effectuate the transfer of the Domain Name
registrations in a timely manner. Specifically, the Transferor agrees to
prepare and transmit the necessary documents and/or to correspond with the
appropriate registrars to authorize transfer of the Domain Names.
2. The Transferor warrants and represents that:
(a) the Transferor has unencumbered rights in the Domain Names;
(b) the Transferor properly registered the Domain Names without committing
fraud or misrepresentation;
(c) the Transferor has the authority to transfer the Domain Names;
(d) the Transferor has not received any claim from a third party that the
use of any of the Domain Names violates the rights of such third party;
(e) the Transferor has not used any of the Domain Names for any illegal
purpose; and
(f) to the best of the Transferor's knowledge, the use of the Domain Names
does not infringe the rights of any third party in any jurisdiction.
3. This Agreement is governed by the laws of British Columbia, Canada. If
any provision of this Agreement is found to be invalid by any court having
competent jurisdiction, the invalidity of such provision shall not affect the
validity of the remaining provisions of this Agreement, which shall remain in
full force and effect. No waiver of any term of this Agreement shall be deemed
a further or continuing waiver of such term or any other term. This Agreement
constitutes the entire agreement between the Transferor and the Transferee with
respect to this transaction. Any changes to this Agreement must be made in
writing, signed by an authorized representative of both parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their authorized officers on the date first written above.
BOSS SYSTEMS INC.
Per:
/s/ Xxxxxx Xxxxxx
Authorized Signatory
Xxxxxx Xxxxxx
Print Name
President
Title
MERLIN SOFTWARE TECHNOLOGIES INC.
Per:
/s/ Xxxxxx XxXxxxxxx
Authorized Signatory
Xxxxxx XxXxxxxxx
Print Name
Chief Financial Officer
Title
SCHEDULE "A"
XxxxxxXxxXxxx.xxx
XxxxxxXxxXxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxx.xxx
xxxxxxx.xxx
xxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
SCHEDULE "B"
xxxxxxxxxxxxx.xx
