ASSIGNMENT OF GUND, INC. AGREEMENT
THIS AGREEMENT (the "Agreement"), is dated as of November 1, 2004 by and between
Taylor Madison Corp., a Florida Corporation (the "Company" or "TMDN") and
Omniscent Corp., a Florida Corporation ("Omni").
WHEREAS, TMDN has entered into a licensing agreement (the "License") with
Gund, Inc. ("Gund") to develop and market a Baby Gund line of personal care
products.
WHEREAS, TMDN wishes to divest itself of the license.
WHEREAS, Omni wishes to assume the license from TMDN in exchange for
forgiveness of the Advance, in connection with the debt conversion agreement
between Omni and TMDN;
NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements herein contained, the parties hereto agree as follows
FOR GOOD AND VALUABLE CONSIDERATION, Omni agrees to assume the License.
Omni hereby warrants that it has received a copy of the License, that it is
aware of all the terms and conditions therein, and that it agrees to assume said
license and hold harmless TMDN of any claims.
Omni hereby assumes and agrees to perform all of the remaining and executory
obligations of TMDN under the License with Gund, including the payment of the
royalties on the net sales of the brand as prescribed in the license agreement.
DISPUTE RESOLUTION
-------------------
Arbitration. Any controversy or claim arising out of or relating to this
-----------
Agreement, or any breach thereof, having not been cured within the time
prescribed herein , arising out of or relating to the relationship between TMDN
(including any of its parents, subsidiaries, officers, employees, affiliates,
agents, and representatives, and the officers and employees of all such
entitles) and Omni (including any of its parents, subsidiaries, officers,
employees, agents or affiliates, and the officers and employees of all such
entities) including, without limitation, any claim that any terms in this
Agreement are unenforceable or otherwise avoidable, shall be submitted to
binding arbitration and shall be determined in accordance with the rules of the
American Arbitration Association. Such Arbitration shall be conducted in
English before a sole arbitrator who shall be a United States national, selected
in accordance with said rules. The Arbitration, including the rendering of the
award shall take place in Florida. The conflict of law rules of the State of
Florida shall be applicable. Judgment upon the award of the Arbitrator may be
entered in any court having jurisdiction thereon. The parties acknowledge that
this Agreement and any award rendered pursuant to it shall be governed by the
1958 United Nations Convention on the Recognition and Enforcement of Foreign
Arbitration Awards. This clause shall not, however, limit TMDN's right to
institute or join in any petition or action before a federal bankruptcy court,
as may be necessary in TMDN's sole subjective judgment, to seek to receive from
Omni payments due under this Agreement. Furthermore, this clause shall not
limit Omni's or TMDN's right to obtain any provisional remedy, including,
without limitations, injunctive relief, writs for recovery of possession or
similar relief, from any court of competent jurisdiction, as may be necessary in
TMDN's sole subjective judgment, to protect its trademark or other property
rights including liens and security interests. The existence and outcome of any
arbitration proceedings shall be kept confidential except to the extent
necessary to obtain judgment on or enforce any arbitration award. Either party
may invoke this paragraph after providing thirty (30) days written notice to the
other party. All costs of arbitration shall be divided equally between the
parties. Any award may be enforced by a court of law.
(a) Entitlement to Costs. If any legal action or dispute arises
----------------------
under this Agreement, arises by reason of any asserted breach of it, or arises
between the parties and is related in any way to the subject matter of the
Agreement, the prevailing party shall be entitled to recover all costs and
expenses, including reasonable attorneys' fees, investigative costs, reasonable
accounting fees and charges for experts. The "prevailing party" shall be the
party who obtains a final judgment in its favor or a provisional remedy such as
a preliminary injunction or who is entitled to recover its reasonable costs of
suit, whether or not the suit proceeds to final judgment; if there is no court
action, the prevailing party shall be the party who wins any dispute. A party
need not be awarded money damages or all relief sought in order to be considered
the "prevailing party" by a court.
(b) Governing Law. All questions concerning this Agreement, the
--------------
rights and obligations of the parties, enforcement and validity, effect,
interpretation and construction which are governed by state law shall be
determined under the laws of the State of Florida United States federal law
shall apply to all other issues.
This agreement shall be binding upon and inure to the benefit of the parties,
their successors and assigns.
Taylor Madison Corp. Omniscent Corp.
------------------- ---------------
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------- -------------------
Its: Chairman Its: President
Printed Name: Xxxxxxx X. Xxxxxxxxx Printed Name: Xxxxxx Xxxxxxx
