INTELLECTUAL PROPERTY AGREEMENT
THIS AGREEMENT made this 26th day of March, 1997.
B E T W E E N :
CYBERPORT INTERNATIONAL INC., a
company located in Delaware, U.S.A.,
head office in New Jersey, U.S.A.;
Hereinafter referred to as "COMPANY"
- a n d -
EYE WONDER STUDIOS INC.,
a Corporation with offices at
0000 Xxxxx Xxxxxx, Xxxxxxx Xxxxx,
Xxxxxxx;
Hereinafter referred to as "EYE WONDER"
- a n d -
XXXXXX WINTERFORD, of the City
of Niagara Falls, in the Regional Municipality
of Niagara;
Hereinafter referred to as "WINTERFORD"
AND WHEREAS, EYE WONDER and WINTERFORD have been assisting the COMPANY
since January 1st, 1995,
AND WHEREAS, COMPANY, EYE WONDER and WINTERFORD wish to clarify certain
agreements amongst themselves,
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NOW THEREFORE the COMPANY and EYE WONDER and WINTERFORD in
consideration of the respective mutual promises and agreements hereinafter set
forth, promise and agree with each other as follows:
1. In return for shares in Cyberport International Inc. and
2. For Cyberport International Inc.'s participation in signing of the Final
Release which is attached hereto as Schedule "A" to this Agreement and
3. In consideration of Cyberport International Inc. encouraging Cyberport
Niagara Inc. to enter into an Employment Contract dated March 26th, 1997, and a
Consultant Agreement dated March 26th, 1997 and a Final Release dated March
26th, 1997 and in consideration of the sum of Two ($2.00) Dollars paid by the
COMPANY to EYE WONDER and WINTERFORD,
Both WINTERFORD personally and EYE WONDER as an entity agree to
transfer to COMPANY all of the intellectual rights, concepts and ideas which
have been discussed and/or documented in any manner with regard to the programs
that both WINTERFORD and EYE WONDER have been involved in with regard to
entertainment sites at 0000 Xxxxxxx Xxxxxx and 0000 Xxxxx Xxxxxx (both in
Niagara Falls, Ontario) or any other physical site evaluated in the Province of
Ontario during the time period January 1st, 1995, to and including the date
hereof.
Intellectual property, for the purposes of this Agreement include but
are not limited to:
(a) any and all drawings, correspondence, brochures, meetings, minutes
and non-privileged communication in the development of the tourist attraction
frequently referred to as Eye Wonder Studios and/or CyberPort Niagara Inc.;
(b) the fruits of any and all consultant products developed through
relationships between Winterford, Eye Wonder Studios and/or CyberPort Niagara
Inc. and
(i) Future Port Inc., Design Finance International Inc. and/or
Xxxx Xxxxxxx as an individual;
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(ii) Xxxx Xxxxxxx.
(c) any concepts, ideas, proposed logos or trademark items discussed
with or documented to Tellurian Inc. as part of the relationship between Eye
Wonder Studios, Winterford and Tellurian or its president, Xxxxxx Xxxxxx.
(d) any other concept or work product on the stationary of or as part
of a presentation by Winterford, Eye Wonder Studios and/or CyberPort Niagara
Inc. in its efforts to attract investors, lenders or employees to participate in
projects under consideration in the City of Niagara Falls, Ontario.
8. That EYE WONDER and WINTERFORD represent that each of us has no agreement
with or obligations to others in conflict with the foregoing.
IN WITNESS WHEREOF, we have hereunto set our hands and seals on the day and year
first above written.
Witness: ) CYBERPORT INTERNATIONAL INC.
)
)
) per: Xxxxxxx Xxxx
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)
)
)
) Xxxxxx Winterford
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) XXXXXX WINTERFORD
)
)
)
) EYE WONDER STUDIOS INC.
)
)
) per: Xxxxxx Winterford
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