ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
ASSIGNMENT
OF INTELLECTUAL PROPERTY RIGHTS
This
Intellectual Property Assignment Agreement (this "Assignment"),
dated
as of September 1st,
2007,
by and between Xx. Xxxxx Xxxxxx, I.D. number 068519412 (the "Assignors")
and to
the benefit of X.X.X. Taste on Demand Inc.,
a
limited corporation registered under the laws of the State of Nevada (the
"Assignee").
Now
therefore, the parties hereto have agreed as follows:
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1.
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Confirmation
& Assignment.
The Assignor hereby confirms and covenants that any and all developments,
discoveries, techniques, inventions and improvements, methods,
know-how,
processes, formulae, data, data bases, computer programs, computer
code,
source code, software, hardware, patents, patent applications and
all
patentable materials, models, designs (whether registered or not),
copyrights and all copyrightable materials, trade secrets, trademarks,
trade names, proprietary information, concepts and ideas pertaining
to the
product of "Taste on Demand," and all documentation related therewith,
that it has made, developed, discovered, invented, conceived or
created,
either solely or jointly with others, prior to the date of this
Assignment
(all of the above, the “IP”),
were made for and on behalf of the Company and are the sole property
of
the Company; and, to the extent required, the Assignor hereby assigns
and
transfers to Company, its successors, assigns or nominees, all
of its
rights, titles and interests in and to the IP, including without
limitation in and to all intellectual property rights associated
therewith
(such as patents, copyrights, mask work rights, etc.) and all other
present and future rights in relation thereto and/or arising therefrom
(all of the above, including the IP, hereinafter: “IP
Rights”),
it being clarified that such assignment includes all rights to
xxx for and
receive remedies against past, present and future infringements
of any and
all of the foregoing rights.
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2.
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The
Assignor covenants and agrees to assist the Assignee and its assigns
in
every proper and reasonable way to secure the Assignee rights
in the IP Rights in any and all jurisdictions and, to the extent
required,
to effect the assignment and transfer to the Assignee of
the IP Rights, including without limitation the disclosure to the
Assignee of
all pertinent information and data with respect thereto, the execution
of
all applications, specifications, oaths, assurances, assignments
and all
other instruments which the Assignee shall
deem necessary or expedient in order to apply for and obtain any
copyrights, patents, mask work rights and all other intellectual
property
rights relating thereto and to effect the
assignment.
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3.
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Issuance
of Shares.
In consideration for the assignment of the IP Rights to the Assignee,
the
Assignee hereby agrees to issue to the Assignor 1,000,000 shares
of common
stock, par value $0.001 per share of the
Assignee.
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4.
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Delivery
of Documents.
The Assignor confirms that it has delivered to the Assignee any
and all devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches,
materials,
equipment, other documents or property, or reproductions of any
aforementioned items that were in its possession in relation to
the IP
Rights.
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5.
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Representations
and Undertakings of the Assignor.
The Assignor hereby confirms, acknowledges, covenants, represents
and
warrants that:
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5.1.
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It
has developed the IP without utilizing proprietary rights or information
of any third party and without conflicting with or infringing the
rights
of any third party. It exclusively owns all rights, titles and
interests
in and to the IP free and clear of any liens, encumbrances, pledges,
charges, security interests or, to the best of its knowledge, any
other
third party rights of any kind or nature whatsoever by virtue of
the use
of the IP Rights. It has full and sole ownership to the IP and
IP Rights.
It has full power and authority to make the assignment of the IP
to the
Assignee as
contemplated hereunder.
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5.2.
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It
has no knowledge of any suit or threatened suit against it or any
third
party alleging infringement of any intellectual property rights
of any
third party by virtue of the use of the
IP.
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5.3.
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It
has no rights or claims whatsoever in or with respect to the IP
and/or the
IP Rights, and that said IP and IP Rights shall be solely the property
of
the Assignee.
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5.4.
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It
has not granted, and there are not outstanding, any options, licenses,
rights or agreements of any kind relating to the IP
Rights.
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5.5.
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It
undertakes to keep in full and absolute confidence all information,
written or oral, comprising the IP Rights and pertaining thereto,
and
shall not use such information or any part thereof, directly or
indirectly, in whole or in part, for any purpose whatsoever, other
than
for the benefit of the Assignee.
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5.6.
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It
hereby irrevocably appoints the Assignee, its successors and assigns
or
other legal representatives, as its true and lawful attorneys to
execute
such further documents and instruments, and do such other acts
and things
as may be necessary or appropriate to in order to give effect to
the
intentions of the parties hereof.
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5.7.
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It
is entitled to assign to the Assignee all
its rights, titles and interests in and to the IP Rights and any
other
rights related thereto.
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6.
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No
Claims.
The Assignor hereby confirms and undertakes that it does not have
at
present and will not have in the future, any claims and/or demands
against
the Company with respect to the IP and/or the IP
Rights.
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7.
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General
Provisions.
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| 7.1. |
Governing
Law.
This Agreement shall be exclusively governed by the laws of the
State of
New York (without regard to the principles of conflict of laws
thereof).
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| 7.2. |
Successors
and Assigns.
This Agreement will be binding upon the Assignor's heirs, executors,
administrators and other legal representatives and will be for
the benefit
of the Company, its successors, and its
assigns.
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IN
WITNESS WHEREOF, the Assignor and the Assignee have executed this Assignment
as
of the date first above written.
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By:/s/
Xxxxx Xxxxxx
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By:/s/
Xxxxx Xxxxxx
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Xxxxx
Xxxxxx
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X.X.X.
Taste on Demand,
Inc.
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