4S- CC
AGREEMENT TO ASSIGN INTEREST IN DOMAIN NAME
This Agreement to Assign Interest in Domain Name (the "Agreement") is
entered into as of March 8, 1999, by and between American Alliance, Inc., a
Nevada corporation, ("Buyer") and I Soft Corporation, an Oregon corporation
("Seller"), with reference to the following facts:
RECITALS
A. Seller owns all right, title and interest in and to the domain name
XxxxxXxXxxx.xxx (the "Domain Name") and has agreed to transfer and assign such
interest in the Domain Name to Buyer.
B. Buyer has agreed to purchase all of Seller's right, title and
interest in and to the Domain Name.
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. Transfer of Interest in Domain Name. Seller hereby transfers to
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Buyer all of its right, title and interest in and to the Domain Name
including, without limitation, all of its intellectual property
rights, including, without limitation, all tradename, trademark,
copyright and other intellectual property rights.
2. Representations and Warranties of Seller. Seller owns the Domain
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Name free and clear of any liens, claims and encumbrances and hereby
transfers the Domain Name to Buyer free and clear of any liens,
claims and encumbrances.
3. Consideration. As consideration for the transfer of the Domain Name,
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Buyer shall pay to Seller the sum of US$50,000.
3.1 Upon acceptance of this Agreement, Buyer shall deposit US$50,000,
either by wire transfer or certified check, into the Trust Account
of Xxxx X. Xxxxx, PC (Xxxx X. Xxxxx, Esquire, 00000 X. Xxxxx Xxxx.,
Xxxxx 000, Xxxxxxx, XX, 00000-0000.
Telephone: 000-000-0000, Telefax: 000-000-0000).
3.2 Upon deposit of funds, Buyer undertakes to immediately complete all
documents and notifications with Network Solutions, Inc., or any
other required company or organization to transfer Domain Name to
Buyer, and Seller undertakes to accept receipt of such transfer
documents and notifications from Network Solutions, Inc., or any
other organization, to transfer Domain Name to Buyer.
3.3 Within twenty-four (24) hours of receiving written notice of
transfer of Domain Name to Buyer, which shall not be later than the
close of business April 15, 1999, both the Buyer and Seller hereby
agree that Xxxx Xxxxx PC is to wire transfer $50,000, less 50% of
Xxxx Xxxxx'x cost for being escrow agent, which is not to exceed
$300.00, to Sellers bank, listed below:
Routing# 1211-35045,
TriCounties Bank,
Chico, California,
acct# : 230-262091.
Name of acct: 1 Soft Corp
3.4 If the Domain Name is not transferred to Buyer for any reason
whatsoever by the close of business April 15, 1999, Buyer and
Seller agree that Buyer's $50,000 shall be immediately returned to
Buyer, less 50% of Xxxx Xxxxx'x cost for being escrow agent, which
is not to exceed $300.00. At its sole discretion, Buyer retains the
option to extend the April 15, 1999 transfer date deadline.
3.5 In the event the funds are returned and the InterNIC transfer of
the Domain Name cannot be cancelled, the Buyer will immediately
transfer the name back to the Seller at no cost to the Seller.
4. No Assumption of Liabilities and Indemnification. Buyer shall not
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assume any liabilities with respect to the Domain or any other
liabilities of Seller.
4.1 The Seller shall indemnify and hold harmless the Buyer with respect
to all matters, which pursuant to the express terms of this
Agreement shall survive closing. This indemnification ' shall
include any claim, debt, or liability whatsoever, asserted against
the Domain Name which arose prior to this Agreement, and shall
include Buyer's costs and fees of an attorney.
5. Miscellaneous Provisions.
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5.1 Seller's Undertakings. Seller hereby agrees to take whatever
additional action and execute whatever additional documents
Buyer may in its judgement deem necessary or advisable in order to
carry out or effect the provisions of this Agreement, including
the completion and submission of the Registrant Name Change
Agreement with Network Solutions Inc. Seller also agrees to
correct in a timely fashion any errors in the InterNIC Transfer
Agreement to complete the transfer of the Domain Name.
5.2 Agreement Is Entire Contract. This Agreement constitutes the entire
contract between the parties hereto with regard to the subject
matter hereof.
5.3 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Oregon, as such laws are
applied to contracts entered into and performed in such State.
5.4 Dispute Resolution. All parties to this Agreement agree to attempt to
resolve any dispute, controversy or claim arising out of or relating
to this Agreement by mediation. The contents of all discussions of
such mediation shall be privileged, confidential and inadmissible in
any later proceeding unless such information was obtained independent
of the mediation. If mediation fails to resolve such dispute, any
controversy or dispute arising relating to this Agreement or the
breach, tennination, enforcement, interpretation or validity of any
provision hereof, shall be settled by binding arbitration in Eugene,
Oregon. Either party to this Agreement can initiate arbitration
pursuant to this Agreement by serving notice on the other party of an
intent to arbitrate. The notice shall specify with particularity the
claims or issues that are to be arbitrated. Within ten (10) days of
receipt of the notice, the parties shall obtain a list of at least
five(5)available arbitrators from the local office of Judicial Dispute
Resolution, LLC ("JDR") and select a mutually acceptable arbitrator.
If the parties are unable to agree on an arbitrator within ten (10)
days, either party may petition the Presiding Judge of the Superior
Court for Lane County to select a single arbitrator from the JDR list.
The parties shall have the discovery rights available under Oregon's
Civil Rules, subject to the limitation that each side shall be limited
to no more than twenty five (25) interrogatories and five(5)
depositions unless, upon a showing of good cause, the party can
convince the arbitrator that more interrogatories or depositions
should be permitted. All discovery must be concluded within sixty (60)
days of the selection of an arbitrator. The arbitration hearing must
be concluded within thirty (30) days of the close of discovery and it
will be conducted in accordance with Oregon Rules of Evidence. The
arbitrator's final decision shall be rendered within ten(10)days of
the final hearing day. Judgment upon the arbitrator's final award may
be entered in any court having jurisdiction thereof each party shall
bear in equal shares the arbitrator's fees and costs. The prevailing
party in the arbitration shall be awarded its reasonable attorneys'
fees and all costs, other than the arbitrator's fees and costs. For
the purposes of determining who is the prevailing party, each party
shall submit to the other a single written offer of settlement
ten(10)days prior to the start of the arbitration hearing and the
party whose offer most closely approximates the arbitrator's award
shall be deemed the prevailing party for the purpose of awarding
attorneys' fees. Any disputes about attorneys' fees shall be decided
by the arbitrator.
5.5 Counterparts, This Agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which
together shall constitute one an the same instrument.
5.6 Successors and Assigns. The provisions of this Agreement shall
inure to the benefit of, and be binding upon, Buyer and Seller
and their respective successors and assigns.
IN WITNESS WHEREOF, the Parties have executed this agreement on the day
and year first indicated above.
AMERICAN ALLIANCE, INC.
000 - 00 Xxxxxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxx
telephone 000-000-0000
facsimile 000-000-0000
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Director
1SOFT CORPORATION
00000 Xxxxx Xxxx Xx.
Xxxx Xxxxx, XX 00000
telephone 000-000-0000
facsimile 000-000-0000
By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx, President
