TECHNOLOGY PURCHASE AGREEMENT
THIS
AGREEMENT made effective the 1st
day of
April, 2005.
BETWEEN:
FROZEN
DIRT MEDIA CORPORATION, a corporation incorporated under the laws of
British Columbia and having an office at 0000 Xxxxx Xxxxx, the City of Nanaimo
in the Province of British Columbia and having an office at Xxxxx 000-0000
Xxxxxxxx Xxxxxx in the City of Victoria in the Province of British Columbia,
Canada V8Z6N6.
(the
“Vendor”)
Xxxxx
Xxxxxxx, a business man, having an office at 0000 Xxxxx Xxxxx, the City of
Nanaimo in the Province of British Columbia, Canada.
(the
“Purchaser”)
WHEREAS
the Purchaser wishes to purchase, and the Vendor wishes to sell, in
consideration of the payment of Cdn $15,000 by the Pur45chaser to the Vendor,
the Technology described in Schedule 1.0 attached hereto.
NOW
THEREFORE in consideration of the mutual promises and covenants
hereinafter contained the Parties to this Agreement, agree as
follows:
| 1.0 |
PURCHASE
OF TECHNOLOGY
|
| 1.1 |
The
Purchaser agrees the purchase all right, title and interest in and
to the
Technology, as more particularly described in Schedule 1.0 attached
herto,m for the sum of Cdn $15,000 (the “Purchase
Price”).
|
| 2.0 |
TRANSFER
OF LICENSED TECHNOLOGY
|
| 2.1 |
Upon
execution of the Agreement and presentment by the Purchaser to the
Vendor
of a cheque, money order or bank draft for an initial payment of
$5,000
(five-thousand) with the balance of $10,000 to be paid on or before
January 2, 2007. The Vendor shall provide to the Purchaser and IP
disclosure statement, or similar materials, including any software
or cold
fusion and other codes, passwords or access codes, or other proprietary
information which might be necessary to the Purchaser to enjoy full
and
unencumbered use of the Technology.
|
| 2.2 |
The
Vendor agrees, if there are any trademarks relating to the Technology
(including the names largefileasap or similar names), to transfer
the
registration, or registration in process, to these names to the Purchaser
if the Purchaser requests the Vendor to do so at any
time.
|
| 3.0 |
IMPROVEMENTS
|
| 3.1 |
All
improvements, changes, new versions, new compilations or revisions
to the
Technology are the property of the
Purchaser.
|
| 3.2 |
The
Purchaser shall have the right to develop, license, resell or assign
any
or all of the Technology without any consultation with the Vendor
and to
disclose any proprietary information relating to the Technology to
any
third party is so chooses.
|
| 4.0 |
PROTECTION
OF PROPRIETARY INFORMATION
|
| 4.1 |
The
Vendor acknowledges that any proprietary information relating to
the
Technology will, after the execution of this Agreement, be the sole
and
exclusive information of the Purchaser and agrees not to disclose
proprietary information regarding the Technology to any party without
first receiving the written consent of the Purchaser. The Purchaser
agrees
that, if any proprietary information (other than relating to the
Technology) of the Vendor is disclosed to it inadvertently during
the
transfer of the Technology, it will not disclose this proprietary
information of the Vendor to any third party with first receiving
the
written consent of the Vendor.
|
| 4.2 |
The
term “Proprietary Information” will, it its meaning is as at issue at any
time between the Vendor and the Purchaser, be interpreted according
to
prevailing industry standards in the software industry as to what
comprises proprietary information of a
party.
|
| 5.0 |
GOVERNING
LAW
|
| 5.1 |
This
Agreement shall be governed by, subject to and interpreted in accordance
with the laws of the Province of British
Columbia.
|
| 6.0 |
ENTIRE
AGREEMENT
|
| 6.1 |
This
Agreement represents the entire agreement between the parties with
respect
to the Technology.
|
| 6.2 |
This
Agreement may be executed in two or more counterparts and by facsimile,
each of which shall be deemed an original, but all of which together
shall
constitute one and the same
instrument.
|
1
SCHEDULE
1.0
TECHNOLOGY
DESCRIPTION
The
Technology is comprised of the following components:
| 1. |
All
right, title and interest in and to the XxxxxxxxxXXXX.xxx Domain.
()
|
| 2. |
All
present pages and graphics relating to the Largefilesasap
product;
|
| 3. |
Software
code and cold fusion code relating comprising the Largefilesasap
tool
(current version compiled and code source
uncompiled);
|
| 4. |
All
contents of the administrative database for the Largefilesasap
domain;
|
| 5. |
The
present customer list including contact names, numbers and
addresses;
|
| 6. |
All
intellectual property rights, including the rights to existing trademarks
or trademarks in process or the rights to file trademark applications
in
all jurisdictions, to the Largefilesasap
name.
|
| 7.0 |
ASSIGNMENT
|
| 7.1 |
This
Agreement may be assigned by the Purchaser at its sole and absolute
discretion.
|
| 8.0 |
LEGAL
REPRESENTATION
|
| 8.1 |
The
parties hereto agree that XX Xxxxxx Law Corp. has been retained to
act on
the Purchaser’s behalf only in the drafting of this Agreement and has not
been retained to review the Technology or the right, title and interest
in
and to the Technology of the
Vendor.
|
IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed effective as of the 1st
day of
September, 2006.
FROZEN
DIRT MEDIAL CORPORATION
/s/
Xxxxxx Xxxxxx
AUTHORIZED
SIGNATURE
/s/
Xxxxx
Xxxxxxx
2
