EXHIBIT 10.6
TECHNOLOGY ASSIGNMENT AGREEMENT
THIS TECHNOLOGY ASSIGNMENT AGREEMENT (this "Agreement") is made and
entered into this 29th day of December, 1999 by and between The Canopy Group
("Assignor") and Lineo, Inc., a Utah corporation ("Assignee").
RECITALS
WHEREAS, Assignor owns the right, title and interest in and to that
certain technology described on EXHIBIT A, including the source code and all
affiliated technology (the "Technology"); and
WHEREAS, Assignor wishes to transfer and assign all right, title and
interest in and to the Technology to Assignee.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration of Ten Dollars
($10.00), which the parties hereby acknowledge to be sufficient consideration,
the parties agree as follows:
1. ASSIGNMENT. Assignor hereby transfers and assigns all right, title and
interest in and to the Technology to Assignee effective as of the date hereof,
and hereby waives any and all claims of ownership thereto and releases Assignee
from all such claims.
2. REPRESENTATIONS AND WARRANTIES.
2.1 TITLE. Assignor hereby represents and warrants that (i) it has
good title to the Technology and (ii) it is authorized to make the assignment
provided for herein.
2.2 NO INFRINGEMENT. Assignor warrants that, to the best of its
knowledge, the Technology does not violate or infringe any patent, copyright,
trademark, trade secret or other proprietary right of any third party and that
Assignor is not aware of any facts upon which such a claim for infringement
could be based. Assignor will promptly notify Assignee if it becomes aware of
any claim or any facts upon which such a claim could reasonably or legitimately
be based.
3. GENERAL.
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3.1 LAW AND VENUE. This Agreement shall be construed and enforced in
accordance with the laws of the State of Utah.
3.2 EQUITABLE RELIEF. The parties acknowledge and agree that remedies
at law may be inadequate to protect against breaches of this Agreement and
expressly consent to the granting of equitable relief, whether temporary,
preliminary or final, without proof of actual damages, to prevent any actual or
threatened breach.
3.3 ENTIRE AGREEMENT. This Agreement and the documents referenced
herein constitute the entire understanding and agreement of the parties with
respect to the subject matter of this Agreement and supersede all prior
agreements or understandings, written or oral, between the parties with respect
to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
ASSIGNOR: ASSIGNEE:
The Canopy Group Lineo, Inc.,
a Utah corporation
By /s/ Xxxxx Xxxxx By /s/ Xxxxx Xxxxx
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EXHIBIT A
DESCRIPTION OF TECHNOLOGY
The technology being transferred is commonly referred to as the "Willows"
technology. It is a set of software libraries that emulate the Microsoft Win16
and Win32 Application Programming Interfact ("API"). A developer ma make use of
the libraries, by compiling against them, to create software that emulates the
functionality of the Win16 and Win32 API. The Willows technology includes
Win16/Win32 binary loader and executor, and related applications, a software
Intel instruction set emulator, demonstration programs, tools and utilities. The
Willows technology also includes all derivative works available from Award to
Canopy.
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