EXHIBIT 10.17
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT dated as of , 2004
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(the "AGREEMENT"), between ("EXECUTIVE") and POWER2SHIP, INC.,
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a Nevada corporation (the "COMPANY").
R E C I T A L S
The Company has heretofore granted Executive a 10% interest in all works of
authorship, inventions, discoveries, improvements, designs, processes, software
and any improvements or enhancements to and documentation of the same, owned now
or in the future by the Company, including without limitation, the United States
patent application and trademark and service xxxx applications listed on
Schedule A hereto (collectively, the "COMPANY INTELLECTUAL PROPERTY").
Executive has agreed to assign his rights in and to the Company Intellectual
Property to the Company and the Company wishes to acquire such rights in
exchange for the issuance by the Company to Executive of 200,000 shares of the
Company's common stock (the "SHARES"), on the terms and conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Executive and the Company hereby agree as follows:
1. ASSIGNMENT.
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(a) Executive hereby assigns to the Company and the Company hereby accepts
from Executive, upon the terms and conditions herein specified, all of
Executive's right, title and interest in and to the Company Intellectual
Property.
(b) Executive agrees that, when requested by the Company, Executive will,
without charge to the Company, but at its expense, sign all papers, take all
rightful oaths, and do all acts which may be necessary, desirable or convenient
for vesting right, title and interest in and to the Company Intellectual
Property in the Company, its successors, assigns and legal representatives or
nominees.
(c) Executive authorizes and empowers the Company, its successors, assigns
and legal representatives or nominees, to apply for and receive Letters Patent,
Trademarks, Service Marks, Copyrights and such further protection of the Company
Intellectual Property in its own name, in the United States, its territorial
possessions, and all foreign countries without further written or oral
authorization from the Executive, and that when requested to carry out in good
faith the intent and purpose of this assignment, at the expense of the Company,
but without charge to the Company, its successors, assigns and legal
representatives or nominees, the undersigned will execute all continuations,
continuations-in-part, divisionals, substitutes, reissues and extensions
thereof, execute all rightful oaths, assignments and powers of attorney and
other papers, testify in any legal proceeding or quasi legal proceedings,
communicate to the Company, its successors, assigns and legal representatives or
nominees, all facts known to the undersigned relating to said invention and the
history thereof; and generally do everything possible which the Company, its
successors, assigns and legal representatives or nominees, shall consider
desirable for aiding in securing, maintaining and enforcing proper proprietary
protection for the Company Intellectual Property and for vesting all right,
title and interest in and to the Company Intellectual Property in the Company,
its successors, assigns and legal representative or nominees.
2. ISSUANCE OF SHARES.
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(a) In consideration of the assignment of Executive's right, title and
interest in and to the Company Intellectual Property to the Company, the Company
shall, on January 4, 2005, issue to Executive the Shares.
(b) Executive acknowledges that the Shares have not been registered under
the Securities Act of 1933, as amended (the "SECURITIES ACT"), nor qualified or
registered under applicable state securities laws. Executive further
acknowledges that he is acquiring the Shares for investment for his own account
and not with a view to, or for sale in connection with, any distribution of the
Company's common stock, and understands that the Shares must be held
indefinitely unless they are subsequently registered under the Securities Act
and qualified or registered under applicable state securities laws or sold
pursuant to the provisions of Rule 144 or in a transaction exempt from
registration. Executive further acknowledges that he may be subject to
additional restrictions and certain reporting requirements in the event that he
is deemed to be an "Affiliate" of the Company as defined under the Securities
Act.
3. NO REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company makes
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no representations or warranties to Executive regarding (a) the Company, its
business, finances or prospects or (b) the tax consequences of the transactions
contemplated by this Agreement.
4. ENTIRE AGREEMENT. This Agreement sets forth the entire
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understanding of the parties with respect to the subject matter hereof. Any
previous agreements or understandings (whether oral or written) between the
parties regarding the subject matter hereof are merged into and superseded by
this Agreement.
5. SUCCESSORS AND ASSIGNS. The terms and conditions of this Agreement
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shall inure to the benefit of and be binding upon the respective successors of
the parties hereto.
6. COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, each of which shall for all purposes be deemed to be an original
and all of which shall constitute the same instrument.
7. HEADINGS. The headings of the sections and paragraphs of this
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Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction hereof.
8. MODIFICATION AND WAIVER. No amendment, modification or alteration
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of the terms or provisions of this Agreement shall be binding unless the same
shall be in writing and duly executed by the parties hereto, except that any of
the terms or provisions of this Agreement may be waived in writing at any time
by the party which is entitled to the benefits of such waived terms or
provisions. No waiver of any of the provisions of this Agreement shall be
deemed to or shall constitute a waiver of any other provision hereof (whether or
not similar). No delay on the part of either party in exercising any right,
power or privilege hereunder shall operate as a waiver hereof.
9. EXPENSES. Except as otherwise provided in this Agreement, each
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party shall pay all costs and expenses incurred by them or on their behalf in
connection with this Agreement and the transactions contemplated hereby,
provided, however, in any action to enforce the terms of this Agreement, the
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fees and expenses (including reasonable attorney's fees and disbursements) of
the prevailing party shall be paid for by the other party.
10. GOVERNING LAW. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Florida without regard to its
conflicts of laws rules. Nothing in this Agreement shall be construed as an
admission of any liability or of any fact under any federal, state, or local
law, including without limitation any common law, statute or regulation,
applicable to or affecting any indoor or outdoor environment.
11. SEVERABILITY. If any provision of this Agreement is unenforceable,
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all other provisions of this Agreement shall nevertheless remain in full force
and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any provision is unenforceable, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled.
12. CONSTRUCTION. This Agreement is the result of negotiations between
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the parties and their respective counsel. Accordingly, the fact that counsel
for one party or another may have drafted this Agreement is immaterial, and this
Agreement will not be strictly construed against such party.
13. ENFORCEMENT. The parties hereto agree that the remedy at law for
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any breach of this Agreement is inadequate and that should any dispute arise
concerning any matter hereunder, this Agreement shall be enforceable by specific
performance. Such remedies shall, however, be cumulative and non-exclusive, and
shall be in addition to any other remedies which the parties hereto may have.
14. NOTICES. Any notices requested or permitted to be given under this
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Agreement shall be in writing and shall be deemed to have been given when
received if personally delivered or sent by facsimile transmission on the
following business day if sent by overnight courier or on the fifth business
day, if sent by U.S. mail, certified, return receipt requested, in each case,
addressed as follows:
if to Executive: Name:
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Address:
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City, State, Zip:
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Tel:
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if to the Company: Power2Ship, Inc.
000 Xxxxx Xxxxx Xx.
Xxxx Xxxxx, XX 00000
Attention: Chief Executive Officer
Fax No.: (000) 000-0000
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as
of the date first written above.
EXECUTIVE
By:
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Name:
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THE COMPANY
POWER2SHIP, INC.
By:
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Name:
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Title:
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SCHEDULE A
PATENT, TRADEMARK AND SERVICE XXXX APPLICATIONS
SERVICE XXXX APPLICATIONS
POWER2SHIP
MOBILEMARKET
P2S
PATENT APPLICATION
Provisional Patent Application for system and method for managing logistics and
reverse logistics for the transportation of freight
