Assignment of Intellectual Property Rights TECHNOLOGY ASSIGNMENT AGREEMENT
Assignment
of Intellectual Property Rights
This Agreement is entered as of
December 23, 2009, between ImagiTrend Group
LLC, a Wyoming limited liability company (the “Transferor”), and EnviraTrends, Inc.,
a Wyoming corporation (“Transferee”).
1.Assignment. The
Transferor hereby assigns to the Transferee, exclusively throughout the world,
all right, title, and interest (xxxxxx or inchoate) in (i) the subject matter
referred to in Exhibit A (“Technology”), (ii) all precursors, portions and work
in progress with respect thereto and all inventions, works of authorship, mask
works, technology, information, know-how, materials, and tools relating thereto
or to the development, support, or maintenance thereof and (iii) all copyrights,
patent rights, trade secret rights, trademark rights, mask works rights, sui
generis database rights, and all other intellectual and industrial property
rights of any sort and all business, contract rights, causes of action, and
goodwill in, incorporated or embodied in, used to develop, or related to any of
the foregoing (collectively “Intellectual Property”).
2.Consideration. In
consideration of the assignment of the Intellectual Property, the Transferee
agrees to issue to the Transferor 3,180,000 shares of the Transferee’s Common
Stock (the “Stock”) existing as of the date hereof to the Transferor.
The Stock shall be the only consideration required of the Transferor with
respect to the subject matter of this Agreement.
3.Further Assurances; Moral
Rights; Competition; Marketing.
3.1The
Transferor agrees to assist the Transferee in every legal way to evidence,
record, and perfect the assignment set forth in Section 1 and to apply for and
obtain recordation of and from time to time enforce, maintain, and defend the
assigned rights. If the Transferee is unable for any reason whatsoever to secure
the Transferor’s signature to any document it is entitled to under this Section
3.1, The Transferor hereby irrevocably designates and appoints the Transferee
and its duly authorized officers and agents, as their agents and
attorneys-in-fact with full power of substitution to act for and on its behalf
and instead of the Transferor, to execute and file any such document or
documents and to do all other lawfully permitted acts to further the purposes of
the foregoing with the same legal force and effect as if executed by the
Transferor.
3.2To the
extent allowed by law, the assignment of the Intellectual Property in Section 1
includes all rights of integrity, disclosure, and withdrawal and any other
rights that may be known as or referred to as “moral rights,” “artist’s rights,”
“droit moral” or the like (collectively “Moral Rights”). To the extent the
Transferor retains any such Moral Rights under applicable law, the Transferee
hereby ratifies and consents to, and provides all necessary ratifications and
consents to, any action that may be taken with respect to such Moral Rights by
or authorized by Transferee and the Transferor agrees not to assert any Moral
Rights with respect thereto. The Transferor will confirm any such ratifications,
consents, and agreements from time to time as requested by Transferee. The
Transferor also agrees not to xxx or challenge in any manner, the validity of
the assignment set forth in this Agreement and the Transferee’s rights to the
Intellectual Property set forth hereunder.
4.Confidential
Information. The Transferor will not use or disclose anything assigned to
the Transferee hereunder or any other technical or business information or plans
of the Transferee, except to the extent the Transferee (i) can document that it
is generally available (through no fault of the Transferor) for use and
disclosure by the public without any charge, license, or restriction, or (ii) is
permitted to use or disclose such information or plans. The Transferor
recognizes and agrees that there is no adequate remedy at law for a breach of
this Section 4, that such a breach would irreparably harm the Transferee and
that the Transferee is entitled to equitable relief (including, without
limitations, injunctions) with respect to any such breach or potential breach in
addition to any other remedies.
5.Warranty. The
Transferor represents and warrants to the Transferee that the Transferor: (i) is
the sole owner (other than the Transferor) of all rights, title, and interest in
the Intellectual Property and the Technology; (ii) has not assigned,
transferred, licensed, pledged, or otherwise encumbered any Intellectual
Property or the Technology or agreed to do so; (iii) has full power and
authority to enter into this Agreement and to make the assignment as provided in
Section 1; (iv) is not aware of any violation, infringement, or misappropriation
of any third party’s rights (or any claim thereof) by the Intellectual Property
or the Technology; (v) was not acting within the scope of employment by any
third party when conceiving, creating, or otherwise performing any activity with
respect to anything purportedly assigned in Section 1; (vi) is not aware of any
questions or challenges with respect to the patentability or validity of any
claims of any existing patents or patent applications relating to the
Intellectual Property; (vii) has been granted the opportunity to ask questions
of and receive answers from representatives of the Transferee concerning the
terms and conditions of the Stock and to obtain any additional information
concerning the Transferor or the Stock that the Transferor deems necessary in
connection with its decision to assign the Intellectual Property; and (viii) is
capable of evaluating the risks of owning the Stock.
6.Securities Laws. The
Transferee acknowledges receipt of advice from the Transferor that (i) the Stock
have not been registered under the Securities Act or qualified under any state
securities or “blue sky” laws; (ii) it is not anticipated that there will be any
public market for the Stock; (iii) the Stock must be held indefinitely and the
Transferee must continue to bear the economic risk of the investment in the
Stock unless the Stock are subsequently registered under the Securities Act and
such state laws or an exemption from registration is available; (iv) Rule 144
promulgated under the Securities Act (“Rule 144”) is not presently available
with respect to the sales of any securities of the Transferor, and the
Transferor has made no covenant to make Rule 144 available; (v) when and if the
Stock may be disposed of without registration in reliance upon Rule 144, such
disposition can be made only in limited amounts in accordance with the terms and
conditions of such Rule; (vi) the Transferor does not plan to file reports with
the Commission or make public information concerning the Transferor available
unless required to do so by law; (vii) if the exemption afforded by Rule 144 is
not available, sales of the Stock may be difficult to effect because of the
absence of public information concerning the Transferor; (viii) a restrictive
legend shall be placed on the certificates representing the Stock; and (ix) a
notation shall be made in the appropriate records of the Transferor indicating
that the Stock are subject to restrictions on transfer and, if the Transferor
should in the future engage the services of a Stock transfer agent, appropriate
stop-transfer restrictions will be issued to such transfer agent with respect to
the Stock.
7.Indemnification. The
Transferor agrees to promptly indemnify, defend, and hold Transferee harmless
from and against any and all liability arising from or relating to an assessment
(the “Assessment”) against Transferee by any third party in connection with the
assignment of the Technology and receipt of the Stock hereunder; provided that
(i) Transferee shall promptly notify the Transferor of all claims, notices,
demands, and other correspondence with any third party regarding the Assessment;
(ii) the Transferee shall have the right to defend and settle any and all claims
relating to the Assessment; (iii) Transferor shall cooperate with the Transferee
and provide all books, records, tax returns, receipts, and other documents in
its possession and control and he shall maintain all such records for a period
of seven years; and (iv) this clause shall terminate and be null and void upon
the first to occur of (x) any breach or default by Transferee under the terms of
this Agreement; or (z) three years from the date hereof.
8.Miscellaneous. This
Agreement is not assignable or transferable by the Transferee without the prior
written consent of the Transferor; any attempt to do so shall be void. The terms
and provisions hereof shall inure to the benefit of and be binding upon the
Transferor and its respective successors and assigns. Any notice, report,
approval, or consent required or permitted hereunder shall be in writing and
will be deemed to have been duly given if delivered personally or mailed by
first-class, registered or certified U.S. mail, postage prepaid to the
respective addresses of the parties as set forth below (or such other address as
a party may designate by ten (10) days’ notice). No failure to exercise, and no
delay in exercising, on the part of either party, any privilege, any power, or
any rights hereunder will operate as a waiver thereof, nor will any single or
partial exercise of any right or power hereunder preclude further exercise of
any other right hereunder. If any provision of this Agreement shall be adjudged
by any court of competent jurisdiction to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force and effect and enforceable.
This Agreement shall be deemed to have been made in, and shall be construed
pursuant to the laws of the State of Wyoming and the United States without
regard to conflicts of laws provisions thereof. The prevailing party in any
action to enforce this Agreement shall be entitled to recover costs and expenses
including, without limitation, attorneys’ fees. The terms of this Agreement are
confidential to the Transferor and no press release or other written or oral
disclosure of any nature regarding the compensation terms of this Agreement
shall be made by the Transferee without the Transferor’s prior written approval;
however, approval for such disclosure shall be deemed given to the extent such
disclosure is required to comply with governmental rules. Any waivers or
amendments shall be effective only if made in writing and signed by a
representative of the respective parties authorized to bind the parties. Both
parties agree that this Agreement is the complete and exclusive statement of the
mutual understanding of the parties and supersedes and cancels all previous
written and oral agreements and communications relating to the subject matter of
this Agreement.
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IN WITNESS WHEREOF, the parties have
executed this Agreement on the day and year first indicated above.
ImagiTrend
Group LLC
/s/
Xxxxxxx Xxxxxxxxx, Managing Member
_____________________________
Transferor
/s/
Xxxxxxx Xxxxxxxxx, President
_____________________________
Transferee
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EXHIBIT A TO TECHNOLOGY
ASSIGNMENT AGREEMENT
TECHNOLOGY CONTRIBUTED BY
TRANSFEROR
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1.
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All
right, title and interest in the names “Eternal Gems” and
“Petmorial”.
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2.
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All
trade secrets and other intellectual property pertaining to the process of
creating the product.
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