EXHIBIT 99.7
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PATENT AND COPYRIGHT ASSIGNMENT
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This is Assignment is made effective as of December 1, 2006, made by NATIONAL
DATACOMPUTER, INC. ("NDI"), a Delaware corporation, with its principal offices
at 000 Xxxxxxxxx Xxxxxxxx, Xxxxxxxx 0, Xxxxxxxxx, XX 00000, to A.S.T., INC.
("AST"), a Michigan corporation, whose address if 0000 Xxxxxx Xxxx Xxxx, Xxxxx,
Xxxxxxxx 00000
Pursuant to and in consideration of the exchange agreement between the
parties, the parties agree:
1. NDI sells, assigns and transfers in perpetuity as of this date to AST, its
successors and assigns, its entire right, title and interest in and to all
intellectual property including the software, hardware and equipment used in its
audit business and which are part of the Audit Business Assets, as defined in
the Warranty Xxxx of Sale of the same date between the parties. These items are
specifically identified in Exhibit C and incorporated by this reference
"Software and Hardware Assets". They include, but are not limited to all rights
of copyright and patent anywhere in the world and any and all registrations and
copyright applications related thereto, which AST may seek to file, and to all
incoming royalties, damages, claims and payments now or hereafter due or payable
with respect thereto, and in and to all causes of action, either in law or in
equity, for past, present or future infringement based on said copyrights and
patents, and in and to all rights corresponding to the foregoing throughout the
world. NDI represents and warrants that it owns no issued patents or copyrights
and has no applications currently pending for the same.
2. It is understood and agreed between the parties that NDI, its affiliates and
customers shall have an unconditional, irrevocable, perpetual and non-exclusive
royalty-free license and right to use such software that may have been part of
its Audit Business Assets, but which is also used in and necessary for its route
accounting business.
3. NDI represents and warrants to assignee that it is the owner of all such
rights with respect to the Audit Business Assets. NDI does not represent and
warrant that the Audit Business Assets do not infringe on the intellectual
property rights of any third party, except that NDI does represent and warrant
that to its knowledge, it has not received any claim from any third party that
any of its Audit Business Assets infringe on any intellectual property rights of
any such third party.
IN WITNESS WHEREOF, NDI has executed this Assignment by its authorized
officer.
NATIONAL DATACOMPUTER, INC.
A Delaware corporation
By: _____________________________
Xxxxxxx Xxxxxx, its President
Dated: December ____, 2006
State of Massachusetts)
County of __________)
On this ____ day of December, 2006 before me appeared Xxxxxxx Xxxxxx,
to me personally known, who acknowledged that he is the President of National
Datacomputer, Inc., a Delaware corporation and that he executed this instrument
on behalf of said corporation with the full authority of its Board of Directors.
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Notary Public
_______________ County, Massachusetts
My Comm. Expires: ________________
(Notary Seal)
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