EXHIBIT 99.9
COPYRIGHT ASSIGNMENT
THIS COPYRIGHT ASSIGNMENT ("Assignment") is made the 21st day of January,
2005, and is entered into by and between Citel Technologies Limited, company
number 02459517, a corporation organized under the laws of England and Wales
("Purchaser"), and Verso Technologies, Inc., a Minnesota corporation, MCK
Communications, Inc., a Nevada corporation, MCK Communications, Inc., a Delaware
corporation, MCK Telecommunications Inc., a Yukon Territory corporation, and
Digital Techniques, Inc., a Texas corporation (collectively, "Sellers"). Each of
the foregoing parties is referred to herein individually as a "Party" and
together as the "Parties."
RECITALS:
WHEREAS each Seller is the sole and exclusive owner of all rights in and
to the original U.S., Canadian, and foreign registered and unregistered
copyright works (including rights in computer software and databases and all
documentation relating to the same) rights of publicity and all registrations
and applications to register the same as listed in Annex A hereto (the "Assigned
Copyrights"), and Sellers and Purchaser have agreed that the Purchaser is to
acquire all of Sellers' right, title and interest in and to the Assigned
Copyrights,
NOW, THEREFORE, each Seller has entered into this Assignment to
acknowledge and confirm that the ownership of the Assigned Copyrights is vested
in such Seller and to assign its interest in the same to the Purchaser.
IT IS AGREED as follows:
1. Assignment.
1.1 Each Seller as the sole and exclusive owner of the applicable Assigned
Copyrights hereby irrevocably sells, assigns, transfers, conveys and delivers to
Purchaser and its successors and assigns, and Purchaser hereby purchases and
accepts from Sellers, all of Sellers' right, title and interest in and to the
Assigned Copyrights including without limitation all renewals, extensions and
reversions of the same and the right to xxx and recover damages and other
remedies for past infringements of the same and all right title and interest in
and to any physical embodiment of the Assigned Copyrights (including in relation
to computer software all source codes).
1.2 To the extent that any of the rights to be assigned under Clause 1.1
above are not wholly or validly assigned to the Purchaser, the applicable Seller
shall hold them on trust for the full and exclusive benefit of the Purchaser.
2. Cooperation and Recordation. Each Seller hereby agrees to cooperate
with Purchaser as reasonably necessary and to execute any further documents
and/or deeds and do any such things as the Purchaser may require to give full
effect to and perfect the rights of Purchaser in the Assigned Copyrights and/or
the benefit of this Assignment. The Parties agree that Purchaser may record this
Assignment in the United States Copyright Office, Canadian
Copyright Assignment
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Intellectual Property Office, and the equivalent governmental authority in any
jurisdiction applicable to the Assigned Copyrights, and take any other necessary
action, to effect the transfer of rights contemplated herein. Purchaser shall be
responsible for all reasonable expenses and costs associated therewith.
Purchaser shall be responsible for all reasonable expenses and costs associated
therewith. Seller hereby authorizes and requests that the Registrar of
Copyrights of the United States, and the equivalent governmental authority in
any jurisdiction applicable to the Assigned Copyrights, issue to, and record in
the name of, Purchaser all right, title, and interest in and to the Assigned
Copyrights. Seller will deliver up to Purchaser all documents, materials and/or
other media which may be in the Sellers' possession, power or control and which
comprises or contains any part of or information in relation to the Assigned
Copyrights (including all attorney's files and papers) with thirty (30) business
days after execution of this Agreement, and each Seller undertakes to take such
action as the Purchaser may reasonably require to assist the Purchaser in
bringing or defending any proceedings relating to the Assigned Copyrights.
3. Moral Rights. Each Seller irrevocably and unconditionally waives and
has procured or shall procure from all employees and third parties who have
created works for or on behalf of such Seller in relation to the MCK business
the irrevocable and unconditional waiver of all their moral rights in such
works.
4. Miscellaneous. This Assignment shall be governed by, and interpreted in
accordance with, the laws of England and Wales, without reference to its
conflict of laws rules. Any provision of this Assignment may only be amended,
modified, waived or supplemented in whole or in part at any time by an agreement
in writing among the Parties executed in the same manner as this Assignment. No
failure on the part of any Party to exercise, and no delay in exercising, any
right shall operate as waiver thereof, nor shall any single or partial exercise
by either Party of any right preclude any other or future exercise thereof or
the exercise of any other right. This Assignment shall bind and inure to the
benefit of the respective Parties and their assigns, transferees and successors.
It is intended by the Parties that this Assignment shall be effected as a deed
and may be executed in two or more counterparts, each of which shall be deemed
to constitute an original, but all of which together shall constitute one and
the same document.
[Remainder of Page Intentionally Left Blank]
Copyright Assignment
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IN WITNESS WHEREOF, the Parties have caused this Copyright Assignment to
be executed and delivered as a deed on the date first written above by their
respective officers thereunto duly authorized.
SELLERS:
Executed as a deed by Executed as a deed by
VERSO TECHNOLOGIES, INC. in accordance MCK COMMUNICATIONS, INC. (NV) in
with its Articles of Incorporation accordance with its Articles of Incorporation
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------------- ------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
----------------------------- ----------------------------
Title: Executive Vice President and
Chief Financial Officer Title: Vice President
---------------------------- ---------------------------
Executed as a deed by Executed as a deed by
MCK COMMUNICATIONS, INC. (DE) in MCK TELECOMMUNICATIONS INC. in
accordance with its Certificate of Incorporation accordance with its Articles of Incorporation
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
------------------------------ ------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx
---------------------------- ----------------------------
Title: Vice President Title: President
--------------------------- ---------------------------
Executed as a deed by
DIGITAL TECHNIQUES, INC. in accordance with
its Articles of Incorporation
By: /s/ Xxxxxx Xxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxx
----------------------------
Title: Vice President
---------------------------
PURCHASER:
Executed as a deed by
CITEL TECHNOLOGIES LIMITED in accordance
with its constitution
Acting by:
/s/ Xxxxxxx Xxxxxx Xxxxxxxx
-----------------------------------
Director
/s/ Xxxxxxxx X. Xxxxxxx
-----------------------------------
Director / Secretary
Copyright Assignment
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ANNEX A
ASSIGNED COPYRIGHTS
Computer Software:
DESCRIPTION LOCATION
Current (1 year) SW builds of all M2 branches cgy01-fnp01/Departments/Engineering/QABuilds
All SW builds for Non M2 products cgy01-fnp01/Departments/Engineering/Software/Products
Version Software Control Repository cgy01-fnp01/Departments/Engineering/CVS
Firmware for all MCK Products cgy01-fnp01/Departments/Engineering/Hardware/fpga-pld
Firmware for all DTI Products ndm01-fnp01/Backup/DalNT/Engineering/Design
PCB fab information for all MCK products cgy01-fnp01/Departments/Engineering/Hardware/Projects
PCB fab information for all DTI products ndm01-fnp01/Backup/DalNT/Engineering/Design
Control Management application for
products/AVL/Documentation dB1Server
Defect description/resolution in ClearQuest cgy01-cqs02/DB
ISO 9001:2000 company Quality Management System mcki
Design Milestone deliverables cgy01-fnp01/Departments/Projects/MCKgate/Products
User Documentation (MCK) cgy01-fnp01/Departments/Projects/User Documentation
User Documentation (DTI) Agile - dB1Server
Software Requirements and Use Case Analysis (MCK) cgy01-fnp01/Departments/Engineering/Software/SDF
Software Design Documents (DTI) ndm01-fnp01/Backup/DalNT/Engineering/Design
Hardware Design Documents (MCK) cgy01-fnp01/Departments/Engineering/Hardware/HW_Doc/HDD
Hardware Design Documents (DTI) ndm01-fnp01/Backup/DalNT/Engineering/Design
Schematic and Component layouts (MCK) cgy01-fnp01/Departments/Engineering/Hardware/Projects
Copyright Assignment
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Schematic and Component layouts (DTI) ndm01-fnp01/Backup/DalNT/Engineering/Design
EMI, EMC and Safety Reports (MCK and DTI) Calgary Office - File Cabinets
Back-up tapes of nightly changes and complete weekly Calgary Office - IT File Cabinets
Back-up tapes of complete monthly Xxxx Xxxxxxx - Home
Copyright Assignment
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