ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
ASSIGNMENT
OF INTELLECTUAL PROPERTY RIGHTS
THIS
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS (this
"Assignment") is entered into by and between BSI2000,
INC.,
a
Delaware corporation, ("Buyer"), whose address is 00000 X. Xxxxxx Xxxxxx,
Xxxxx
X000X, Xxxxxxxx, XX 00000 and THE
NEW SYTRON, INC.,
a
Colorado corporation ("Seller"), whose address is 00000 Xxxxxxxxx Xxxxx,
Xxxxxxxx, XX 00000 on August 25, 2005.
RECITALS
By
court
orders dated February 2, 2005 and May 4, 2005, in Case
No. 05 CV 15 pending in the District Court for Boulder
County,
Colorado, titled The
New Sytron, Inc. v. DPI International Group,
Seller
was granted "full and final possession, control and ownership" of certain
assets
of DPI International Group, a Nevada Corporation ("Debtor"), including the
access control system commonly known as MAXX-NET, MAXX-Net, Maxx-Net or any
variation thereof (the "Maxx-Net System").
AGREEMENTS
For
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Pursuant
to the exercise by Buyer of its option to purchase under that certain Option
to
Purchase Agreement dated as of August 2, 2005 by and among Buyer,
Seller
and Xxxxx Xxxxxxx, Seller hereby assigns to Buyer all right, title and interest
which Seller and/or DPI International Group Inc., as debtor, has or may in
the
future have relating to possession, use and/or ownership of the following
described assets (collectively, the "Assets"): The Maxx-Net System and any
and
all assets comprising components thereof, including any and all related software
(source and object code), algorithms, computer processing systems, techniques,
methodologies, formulae, processes, compilations of information, documentation,
drawings, proposals, recommendations, job notes, reports, records,
specifications, customer lists, customer contact information, trade names,
trademarks, and any goodwill associated therewith, along with the right to
apply
for registration of the copyright in any related software, the right to create
derivative works and the right to xxx for past infringement of the copyright,
trademark or any intellectual property right relating to the Maxx-Net System,
whether patentable or not.
This
assignment specifically includes the
right
to apply for registration of any and all ideas, concepts, know-how, techniques,
processes, inventions, discoveries, works of authorship, innovations and
improvements related in any way to the Maxx-Net System with appropriate
government authorities anywhere in the world, the right to xxx for past,
present
and future infringement, and all of the goodwill associated therewith. This
assignment is being made pursuant to a private foreclosure sale by Seller
in its
capacity as a secured creditor of Debtor conducted under and in full compliance
with the Colorado Uniform Commercial Code - Secured Transactions.
2.
Seller
will provide all assistance reasonably requested by Buyer in the establishment,
preservation and enforcement of Buyer's interests in the Assets (such as
by
executing documents, including assignments and patent applications and
testifying, etc.), such assistance to be provided at Buyer's expense but
without
any additional compensation to Seller. If Seller fails to make an additional
confirmatory assignment, this Assignment shall operate as an
assignment.
3.
This
Assignment shall be construed in accordance with and governed by the law
of the
State of Colorado, except to the extent that federal law applies.
| The New Sytron, Inc., a Colorado corporation | ||
| |
|
|
| By: | ||
|
Xxxxx Xxxxxxx |
||
| President | ||
| BSI2000, Inc., a Delaware corporation | ||
| |
|
|
| By: | ||
|
Xxxx Xxxxxx |
||
| President | ||
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