GENERAL CONVEYANCE, BILL OF SALE AND ASSIGNMENT AGREEMENT
Exhibit
10.13
GENERAL
CONVEYANCE, XXXX OF SALE AND ASSIGNMENT AGREEMENT
GENERAL
CONVEYANCE, XXXX OF SALE AND ASSIGNMENT AGREEMENT (the "Xxxx of Sale"), dated
March 14, 2005, between VIVID LEARNING SYSTEMS, Inc. (“Purchaser”), a Delaware
corporation, and TRUEACTIVE SOFTWARE, Inc., a Washington corporation ("Seller").
1. |
Transferred
Assets.
For value both received and anticipated, the sufficiency of which
are
hereby acknowledged, Seller sells, conveys, assigns, transfers
and
delivers to the Purchaser, and Purchaser hereby accepts, all of
its right,
title and interest and benefit in and to the following assets
(collectively, the "Transferred Assets"):
|
a. |
the
assets delineated in Schedule A, to include one receivable (also
included
in Exhibit A of the Framework Agreement);
|
b. |
the
Assignment of Trademarks set forth in Schedule B;
and
|
c. |
the
Assignment of Copyright set forth in Schedule C.
|
TO
HAVE
AND TO HOLD, all and singular, for its own use forever, the Transferred Assets
hereby sold, assigned, transferred, conveyed and delivered, or intended so
to
be, unto Purchaser, its successors and assigns forever.
1. |
Excluded
Assets.
Seller shall not be deemed to have sold pursuant to this Xxxx of
Sale any
assets other than the Transferred Assets.
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2. |
Relationship
with the Framework Agreement.
This Xxxx of Sale is intended to evidence the consummation of the
transactions contemplated by the Framework Agreement. This Xxxx
of Sale is
made without representation or warranty except as provided in and
by the
Framework Agreement. This Xxxx of Sale is in all respects subject
to the
provisions of the Framework Agreement and is not intended in any
way to
supersede, limit or qualify any provision of the Framework
Agreement.
|
3. |
Sale
of Assets As Is.
This sale of assets is made AS IS and WITH ALL FAULTS. Furthermore,
Purchaser acknowledges that there are no warranties, express or
implied
(including no warranty of merchantability or fitness for a particular
purpose), made by seller accompanying this transaction.
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4. |
Payment
of Taxes.
Purchaser acknowledges its obligation for the payment of all taxes
arising
out of this transaction and agrees to indemnify and hold Seller
harmless
from any claim, demand or cause of action by any state or other
governmental entity for same.
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5. |
Further
Assurances.
Each party hereby agrees on demand to make, execute, acknowledge
and
deliver any and all further documents and instruments, and to do
and cause
to be done all such further acts, reasonably requested by the other
party
to evidence and/or in any manner to perfect the transfer and assignment
to
Purchaser of the Transferred Assets contemplated hereby. Subject
to
Section 1.1 of the Framework Agreement, Purchaser is hereby granted
the
irrevocable right and authority to collect for its own account
the
Interactive, Inc. receivable and other items included in the Transferred
Assets and to endorse any checks received solely on account of
said
Receivable.
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6. |
Successors.
This Xxxx of Sale shall inure to the benefit of and is binding
upon the
respective successors and assigns of Seller and Purchaser.
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7. |
Governing
Law.
This Xxxx of Sale shall be governed by the laws of the State of
Washington
without giving effect to its conflict of laws principles.
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8. |
Dispute
Resolution.
Any dispute as to matters relating to this Xxxx of Sale shall be
resolved
in accordance with the arbitration procedures set forth in the
Framework
Agreement.
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By: /s/Xxxxx
X. Xxxxx
Xxxxx
X.
Xxxxx
Chief
Executive
Officer
TRUEACTIVE
SOFTWARE, INC.
By: /s/Xxxxxxx
X. Xxxxx
Xxxxxxx
X. Xxxxx
President
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Schedule
A -- Asset List
1. |
Complete
source code and supporting files for the latest version of
TrueActive
Monitor
|
Note:
TrueActive Monitor is currently sold in 3 license configurations: a 100-day
license, a standard single-user, non-expiring license, and a network starter
+
clients, non-expiring license. The configurations are set using a license
number. This source code is sold “as is.”
2. |
Complete
source code and supporting files for the last version of WinWhatWhere,
a/k/a WinWhatWhere
Investigator
|
Note:
This
source code is sold “as is.”
3. |
Copyright
for WinWhatWhere dated 3/8/1993 issued to Basic Systems
Inc (original name
of TrueActive Software Inc.) SEE
Schedule C - Assignment of
Copyright
|
4. |
Registered
Trademarks SEE
Schedule B - Assignment of
Trademarks
|
WinWhatWhere,
registered 6/11/02
WinWhatWhere
Investigator, registered 2/26/02
Note:
Section
8 of the Trademark Act requires the filing of an Affidavit of Continued Use
prior to the end of the sixth year following the date of
registration.
5. |
Unregistered
Trademarks
|
TrueActive
TrueActive
TrueActive
Software
TrueActive
Monitor
6. |
Web
site addresses xxx.xxxxxxxxxx.xxx
and xxx.xxxxxxxxxxxx.xxx
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7. |
All
web site content
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8. |
Complete
customer database
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9. |
Complete
evaluation license list (sales
leads)
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10. |
Current
qualified sales opportunities list
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11. |
One
current account receivable:
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Interactive,
Inc., Huntington, NY - Contact: Xxxx Xxxx Balance Due: $10,825
12. |
All
inventory of software packaging
|
TrueActive
Software CD Jackets, approx. 320
WinWhatWhere
Investigator CD Case Inserts
CDs,
approx. 400
13.
|
Marketing
materials for TrueActive and WinWhatWhere, including folders and
article
reprints
|
3
Schedule
B -- Trademark Registration
ASSIGNMENT
OF TRADEMARKS
KNOW
ALL
BY THESE PRESENTS that TRUEACTIVE SOFTWARE, Inc. a Washington corporation,
(hereinafter "Assignor"), in exchange for good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, hereby sells, assigns
and transfers to VIVID LEARNING SYSTEMS, Inc., a Delaware corporation,
(hereinafter "Assignee"), its successors and assigns, all of Assignor's right,
title and interest in and to all trademarks, trademark registrations, trademark
applications and trademark interests of every kind and nature, and any and
all
renewals and extensions thereof that may be secured under all laws now or
hereafter in force, together with the business and the goodwill of the business
symbolized by such trademarks, and any and all causes of action heretofore
accrued in the Assignor's favor for infringement of such trademarks, trademark
registrations and trademark interests, which are owned, possessed and controlled
by Assignor, including, without limitation, the trademarks listed on Schedule
A
attached hereto and made a part hereof, throughout the United States, its
territories and possessions, and in all such other countries, if any, throughout
the world wherein Assignor owns, possesses or controls the rights herein
being
transferred to Assignee, to the full extent of such rights.
IN
WITNESS WHEREOF, the Assignor has caused this Assignment of Trademarks
to be signed in its corporate name by its duly authorized officers this
14th
day of March, 2005.
TRUEACTIVE
SOFTWARE, INC.
By: /s/Xxxxxxx
X. Xxxxx
Xxxxxxx
X.
Xxxxx
President
Trademark
Registrations:
WinWhatWhere,
registered 6/11/02
WinWhatWhere
Investigator, registered 2/26/02
Note:
Section 8 of the Trademark Act requires the filing of an Affidavit of Continued
Use prior to the end of the sixth year following the date of
registration
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Schedule
C -- Copyrights
ASSIGNMENT
OF COPYRIGHT
KNOW
ALL
BY THESE PRESENTS that TRUEACTIVE SOFTWARE, Inc., a Washington corporation
(hereinafter "Assignor"), in exchange for good and valuable consideration,
the
sufficiency of which are hereby acknowledged, hereby sells, assigns and
transfers to VIVID LEARNING SYSTEMS, Inc., a Delaware corporation (hereinafter
"Assignee"), its successors and assigns, all of Assignor's right, title and
interest
in and to all copyrights, copyright registrations and copyright interests
of
every kind and nature, and any and all renewals and extensions thereof that
may
be secured under all laws now or hereafter in force, and any and all causes
of
action heretofore accrued in the Assignor's favor for infringement of such
copyrights, copyright registrations and copyright interests, which are owned,
possessed and controlled by Assignor, including, without limitation, the
copyrights listed on Schedule A attached hereto and made a part hereof,
throughout the United States, its territories and possessions, and in all
such
other countries, if any, throughout the world wherein Assignor owns, possesses
or controls the rights herein being transferred to Assignee, to the full
extent
of such rights.
TRUEACTIVE
SOFTWARE, INC.
By: /s/Xxxxxxx
X. Xxxxx
Xxxxxxx
X.
Xxxxx
President
Copyright
Applications:
WinWhatWhere
dated 03/08/1993 issued to Basic Systems, Inc. (the original name of TrueActive
Software, Inc.
5