Exhibit 10.1
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (the "Agreement") is made and entered into
effective as of the 1st day of February, 2010, by and among Equity Capital
Group, Inc., Grupo Mandarin, S.A., and Xxxxxx X. Xxxx, Esq., on the one hand
(Collectively referred to herein as the "Assignors"), and Nevada Processing
Solutions, a Nevada corporation, on the other hand ("NEPR" or "Company").
WHEREAS, Assignors are the legal title holders to certain intellectual
property, including the "MMAX Mixed Martial Arts Xtreme" video assets and
trademarks which were acquired pursuant to a non-judicial foreclosure in
April of 2009 from a now-defunct private entity, and intellectual property
assets separately developed under the "Macho TV" trademark and "Campeon
Mmaximo" brand;
WHEREAS, the assets being assigned hereby are not being commercially
utilized and there are no current business operations inasmuch as the
Assignors have no further intent of committing any resources or funding to
the assets or possible business operations relating thereto;
WHEREAS, there exists a business opportunity under the control of the
Company to commercialize the assets and finance a going concern business
relating to and utilizing the assets, including the assignment of non-
performing contracts relating to the assets to the Company;
WHEREAS, Assignors desire to transfer the assets to the Company for the
purpose of allowing the public company the opportunity to commercialize the
assets. Assignors believe that successful commercialization of the assets
will require substantial additional funding and resources which Assignors are
unwilling to commit and without such additional funding, the assets may be
underutilized or not be commercialized at all; and
WHEREAS, the Company desires to acquire the assets being assigned for the
purpose of commercializing the existing assets and operating a new business
consistent with the assets through further development of the business plan
and operation of the Company as a media production and live events promoter;
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Irrevocable Assignment of Intellectual Property Rights,
Non-Operating Assets.
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The parties hereto acknowledge and intend that by entering into this
Agreement, that the following Assigned Intellectual Property and Assets as
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herein further defined, shall be irrevocably and completely transferred
assigned from the legal title holders, identified hereinabove as the
"Assignors" to and into the legal name and title of the Company, as the
assignee thereof, the following properties, both intellectual and personal in
nature, as herein fully defined: (i) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent disclosures,
together with all reissuances, continuations, continuations-in-part,
revisions, extensions, and reexaminations thereof, and all rights to enforce
any patents and collect damages and royalties for past and future
infringement, (ii) all copyrightable and copyright works, all copyrights, and
all applications, registrations, and renewals in connection therewith, (iii)
all trade secrets and confidential business information (including ideas,
research and development, know-how, formulas, compositions, manufacturing and
production processes and techniques, designs, drawings, specifications,
prototypes, technical data, customer and supplier lists, pricing and cost
information, and business and marketing plans and proposals), (iv) all
computer software, (v) all database rights, (vi) all design rights and
registered designs and all documentation and media constituting or describing
any of the foregoing and all copies and tangible embodiments thereof (in
whatever form or medium and whether or not any of the foregoing is
registered); and (vii) all other proprietary rights, including all moral
rights, pertaining to any product or service designed, manufactured, sold,
distributed, marketed, used, performed, employed or exploited, and all rights
or forms of protection of a similar nature or having equivalent or similar
effect to any of those which may subsist anywhere in the world.
Specifically, this assignment includes all Assigned Intellectual and
Personal Property Assets identified as certain video copyrights and related
intellectual property, developed under the trademarked name "Mixed Martial
Arts Xtreme", its acronym, "MMAX", and the corporate logo, which are
registered with the USPTO under trademark Reg. No. 3,677,146, and trademark
application Serial No. 77592631, which was issued a Notice of Allowance by
the USPTO on July 7, 2009, and is currently in the final document submission
phase awaiting issuance of the Trademark Registration Number. Similarly, the
"Macho TV" Trademark application Serial No. 77728776 has also been submitted
and issued a Notice of Allowance by the USPTO on December 1, 2009, with final
documentation pending and to be completed by the Company as assignee of the
Assigned Intellectual Property and Assets. In addition to the Trademarks
assigned to the Company, the assets assigned hereby include full ownership of
all MMAX intellectual property and film assets, including all raw, semi-
edited and edited video footage developed from live mixed martial arts event
productions filmed in Mexico, all produced MMAX Fights television series in
two hour, one hour and thirty minute formats, all semi-produced, unedited,
and edited MMAX Fights footage, the MMA xxxxxxx xxxxxxxxxx series produced
under the name "Campeon Mmaximo". Collectively, the video assets comprise
over five hundred video tapes, dvd's, and hard drive digital copies and
originals, which themselves comprise several thousand hours of raw, unedited
video footage sourced from live event promotions under the branded names
"Mixed Martial Arts Xtreme" "MMAX" "MMAX Fights" "MMAX Live" "MMAX
Underground" "MMAX on the Beach" "Chicas MMAX" and "Campeon Mmaximo" and 39
separate episodes of the one hour MMAX Fights television series in Spanish,
along with 12 one hour episodes of "Campeon Mmaximo" the related xxxxxxx
xxxxxxxxxx series, also filmed in Mexico in Spanish. Included in the
assignment, are the MMAX Xtreme, MMAX Fights, and Macho TV trademarks, MMAX,
MMAFIA and Takikardia merchandising concepts and rights, which can be
developed into soft goods merchandising such as clothing, t-shirts, board
shorts, caps and other branded goods such as toys, action figures and sports
gear, including the right to license the name "MMAX" to gymnasiums as a mixed
martial arts training center. Finally, in addition to the listed assets, the
assignment includes the right to the live event mixed martial arts fight
promotion business concept previously operated by the prior foreclosed upon
business under the trademarked "MMAX Xtreme" and related "MMAX Fights"
brands, all related websites, including "xxx.xxxxxxxxxx.xx", and all other
related assets, including the computer equipment and hard drives on which the
intellectual property is stored. All of these assets are collectively
referred to hereafter as the "MMAX Assets".
This assignment is effective as of the date of this Agreement, which is
February 1, 2010. This assignment is irrevocable and is made to the Company
by the Assignors without recourse and there are no remaining rights, claims
or other interest held or retained by the Assignors, or any other related
entities.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.
ASSIGNORS
/s/ Xxxxxx X. Xxxx, Esq.
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By: Xxxxxx X. Xxxx, Esq., individually and as Attorney-In-Fact for the
Secured Creditors
NEVADA PROCESSING SOLUTIONS
/s/ J. Xxxx Xxxxxx
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By: J. Xxxx Xxxxxx
Its: President
