SEDONA Corporation and Lead Factory, Inc.
Purchase of Assets Agreement
Exhibit 10.40
AGREEMENT
FOR SALE AND PURCHASE OF ASSETS
BY
LEAD FACTORY INC. (SELLER)
AND
SEDONA CORPORATION (BUYER)
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SEDONA Corporation and Lead Factory, Inc.
Purchase of Assets Agreement
AGREEMENT FOR SALE AND PURCHASE OF ASSETS
The PURPOSE of this Agreement is to sell all of the assets of Lead
Factory, Inc. to SEDONA Corporation.
The PARTIES to this Agreement are Lead Factory, Inc. (Seller) a
Delaware corporation with an office at 00 Xxxxx Xxxxx, Xxxxxxx, XX 00000 and
SEDONA Corporation (Buyer) a Pennsylvania corporation with offices at 000 Xxxxx
Xxxxx Xxxx, Xxxx xx Xxxxxxx, XX 00000.
Seller agrees to sell and Buyer agrees to buy and pay for all of the
assets of the Seller, particularly all of the rights, title and interests of
Seller to the Lead Factory(TM)suite of application software (Application)
including the source code, object code and design, production, and marketing
documentation, all derivatives, fixes and / or corrections including all media
on which it is recorded and including the Trade Xxxx and its good will, trade
names, trade dress as well as all copyrights and patents pending and issued.
The Parties agree that the Buyer is not assuming any liability, debt,
or other obligation or duty of the Seller.
The PAYMENT terms and conditions are:
1. When both Parties sign this Agreement there will be immediate
vesting to Seller of one hundred thousand, ten year, SEDONA
Corporation warrants, to purchasing SEDONA Corporation common
stock, to be freely tradable upon registration at seventy-two
cents each.
2. Thereafter Seller will receive cash equal to fifteen percent
of the net (after all expenses and related legal fees)
proceeds from any recovery Buyer may obtain from any claim or
litigation relating to the use of the "Lead Factory" trade
xxxx or patent.
3. Buyer will pay Seller a total amount not to exceed fifty
thousand dollars to be earned, calculated and paid as follows:
a.) Twenty thousand dollars when the cumulative revenue Buyer
realizes from the existing strategic relationship with Xxxxxxx
Computer Associates, Inc. equals seven hundred thousand
dollars; b.) And Thirty thousand dollars when the cumulative
revenue Buyer realizes from the planned strategic relationship
with Fiserv, Inc. equals one and one-half million dollars; c.)
And any portion of the above mentioned fifty thousand dollars
remaining unearned when Buyer realizes two million dollars in
cumulative revenue (not to include financings) from any source
in the ordinary course of business any time after both Parties
sign this Agreement.
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SEDONA Corporation and Lead Factory, Inc.
Purchase of Assets Agreement
BUYER GRANTS SELLER an irrevocable, worldwide, perpetual, non-exclusive
license to copy, use, modify, create derivative works, market, sell, and
sub-license the Application, including source and object codes, without any
obligation to Buyer or rights of Buyer in any of the proceeds from such
activities or rights in any derivative works or inventions.
Seller will maintain the Lead Factory Corporation for the Buyer for a
fee of twenty five hundred dollars through December 31, 2002. Thereafter, Buyer
and Seller annually will negotiate in good faith to decide if the corporation
will be continued, who will maintain it, and who will pay for the work.
Seller covenants and warrants that the Application and all the related
materials sold to Buyer are original with the Seller or were produced as "a work
or works for hire" for the Seller and that Seller owns and has the right to
transfer all the rights, title and interests to Buyer free and clear of all
claims, liens, security interests, adverse rights or encumbrances and licenses
of any nature whatsoever.
The Parties Agree that the limit of Seller's liability for all claims
based on the ownership or originality of the Application and related materials
is limited to the consideration received from Buyer pursuant to the terms of
this Contract.
Any dispute arising out of or related to this Agreement, regardless of
form, shall be brought in the courts of the Commonwealth of Pennsylvania and
shall be governed and interpreted by the laws of the Commonwealth of
Pennsylvania including those of the Conflict of Laws. No claim or action may be
brought by either party in any court in any jurisdiction more than two years
from the date the claiming party knew or reasonably should have known of the
problem or possibility of the claim or infringement.
If the Seller and Buyer are unable to agree upon any term or condition
of this Agreement they will submit the dispute to non-binding arbitration
pursuant to the rules of the American Arbitration Association or to binding
mediation.
This Agreement expresses the entire agreement between the Parties and
supersedes all prior oral and written communications, representations, and
agreements between the Parties pertaining to the Lead Factory Application
including, but not limited to, the written agreements dated 02/09/00 and
03/10/00.
This Agreement can only be changed, amended, or discharged by full
performance or by a subsequent writing signed by both Parties.
If a court rules any part of this Agreement is illegal, unenforceable,
or the like, the validity of the remaining portions or provisions hereof shall
not be affected and the unaffected portion(s) of the Agreement shall be
interpreted to be in full force and effect and to best carry out the intent of
the Parties.
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SEDONA Corporation and Lead Factory, Inc.
Purchase of Assets Agreement
The Parties have read and understood all of the above hereby agree to
be bound by the terms and conditions herein.
Lead Factory, Inc.
BY: /s/ Xxxxxx X. Xxxx DATE: March 28, 2002
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Xxxxxx X. Xxxx, President and CEO
ACCEPTED AND AGREED TO
SEDONA Corporation
BY: /s/ Xxxxx Xxxxxx DATE: March 29, 2002
----------------------------- -------------------
Xxxxx Xxxxxx, President and CEO
Proprietary and Confidential Page 4 3/29/2002
