Exhibit 6(e)
ASSIGNMENT AGREEMENT
Assignment of Intellectual Property and Waiver of Moral Rights
THIS AGREEMENT MADE this 23 day of December, 1998.
BETWEEN:
XXXXXX XXXX, businessman, of 1102 - 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
and
XXXXXXXXXX.XXX INC., a corporation incorporated pursuant to
the laws of the Province of Alberta with an office at 00000
00xx Xxxxxx, Xxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
(hereinafter collectively referred to as "the Assignors")
AND:
NETSENTRY TECHNOLOGY INC., a corporation incorporated pursuant
to the laws of the Province of British Columbia with a
registered and records office at 2500 - Four Bentall Centre,
0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0
(hereinafter referred to as "the Assignee")
WHEREAS the Assignors are the owners of all of the
intellectual property in the ProbeNet network monitoring technology developed
solely by Xxxxxx Xxxx (the "Technology");
AND WHEREAS the Assignee is desirous of acquiring all right,
title and interest in and to the Technology, including title to and possession
of the Technology, and is desirous of acquiring a waiver of all moral rights of
Xxxxxx Xxxx in and to the Work in favour of ASSIGNEE and its successors, assigns
and nominees;
NOW THEREFORE KNOW ALL PERSONS BY THESE PRESENTS that for the
sum of One Dollar ($1.00) now paid by the Assignee to the Assignors and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Assignment
The Assignors do hereby:
1.1 sell, assign and transfer to the Assignee all world-wide
right, title and interest in and to the Technology, including
all right, title, and interest of the Assignors in and to any
and all copyrights, moral rights, patents, inventions,
trade-marks, trade names, know-how, trade secrets or
confidential information, industrial designs, integrated
circuit topographies, plant breeder's rights and all other
industrial or intellectual property, whether registered or
unregistered, including all improvements, modifications or
enhancements thereto (collectively, "Intellectual Property"),
owned by, licensed to, or used by the Assignors in connection
with the Technology, including, without limiting the
generality of the foregoing, all Intellectual Property in, to
and associated with the works attached as Schedule "A", said
right, title and interest to be held and enjoyed by the
Assignee, its successors, assigns and nominees as fully and
entirely as the same could have been held and enjoyed by the
Assignors if this formal assignment had not been made, for so
long as and to the full extent permitted by law; and
1.2 covenant and represent that the Assignors have the full right
to convey the entire interest herein assigned, that the
Assignors have not executed, and will not execute any
conflicting document, and that the Technology is original to
the Assignors or their
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employees, as applicable, and is not copied in whole or in
part from any other material.
2. Waiver
Xxxxxx Xxxx does hereby:
2.1 waive in favour of Assignee, its successors, assigns and
nominees, all his moral rights in relation to the Technology
in Canada and throughout the world, including, without
limiting the generality of the foregoing, waive all such
rights under the Canadian Copyright Act;
IN WITNESS WHEREOF the Assignors have executed this Agreement as of the
day and year first above written.
SIGNED, SEALED AND DELIVERED by Xxxxxx Xxxx in the )
presence of: )
)
/s/ XXXXXX X. XxXXXX ) /s/ XXXXXX XXXX (seal)
----------------------------------------------------- ) ------------------------------------------------
Name ) XXXXXX XXXX
XXXXXX X. XxXXXX )
----------------------------------------------------- )
Address )
BARRISTER & SOLICITOR )
----------------------------------------------------- )
)
BULL, HOUSSER & XXXXXX )
----------------------------------------------------- )
)
3000, 0000 XXXX XXXXXXX XXXXXX )
----------------------------------------------------- )
)
XXXXXXXXX, XX X0X 0X0 )
----------------------------------------------------- )
)
PHONE 000-0000 )
----------------------------------------------------- )
)
)
----------------------------------------------------- )
Occupation )
)
XXXXXXXXXX.XXX INC.
per: Xxxxxx Xxxx
------------------------
Xxxxxx Xxxx
President
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Accepted at Vancouver, British Columbia NETSENTRY TECHNOLOGY INC.
this 23rd day of December, 1998 by the
Assignee:
per: /s/ Xxxxxx Xxxx
----------------------------
Xxxxxx Xxxx
Vice President
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SCHEDULE "A"
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