Exhibit 10.8
AGREEMENT
THIS AGREEMENT dated as of November 11, 1999 by and between XXxxxx.xxx,
Inc., a Delaware corporation having offices at 00 X. 00 Xx., 0xx Xxxxx, New
York, N.Y. 10019 ("CDbeat"), and Cadnetics Inc., a corporation organized under
the Companies Act (Quebec) having offices at 000 Xxxxxx Xx., Xxxxxxxx, Xxxxxx
X0X0X0 ("Cadnetics").
WITNESSETH:
WHEREAS, CDbeat and Cadnetics entered into that certain Letter of Intent
dated January 13, 1999 (the "Letter");
WHEREAS, pursuant to the Letter, Cadnetics performed certain work for
CDbeat ("Work") and created the Application (as hereinafter defined) for CDbeat;
WHEREAS, CDbeat is attempting to close a business combination with
Cakewalk LLC, which closing (the "Closing") is scheduled for November 12, 1999;
WHEREAS, for purposes of the Closing, CDbeat requires that it and
Cadnetics complete certain mutual obligations under the Letter.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged,
the parties hereto hereby agree as follows.
1. Cadnetics represents and warrants that, prior to payment in full
under the Letter, it owns full right, title and interest in and to
the CDbeat application, which has been generally described in the
Letter as an interactive web enabled audio-CD music player (the
"Application").
2. Cadnetics represents and warrants that it has never transferred or
licensed any right, title or interest in and to the Application to
any other party.
3. Subject to paragraph 6 hereof, Cadnetics hereby transfers to CDbeat,
and warrants good title to, the Application and all Intellectual
Property rights, including copyrights and all inventions, whether
patentable in the United States or elsewhere, conceived during the
Work and related to the Application.
4. Cadnetics shall immediately provide CDbeat with an assignment of the
Intellectual Property rights in and to the Application, together
with a confidentiality agreement, executed by each of the employees
and contractors listed on Schedule A attached hereto. A form of
Assignment of Rights and Confidentiality Agreement is attached as
Schedule B hereto (the "Assignment"). Cadnetics represents and
warrants to CDbeat that the
persons listed on Schedule A constitute all of the employees and
contractors who participated in the Work or were involved in the
Application.
5. Upon Closing, and upon receipt by CDbeat of an Assignment from each
of the individuals set forth in Schedule A hereto, CDbeat shall pay
Cadnetics US$48,243.36 in full and complete satisfaction of all
financial obligations under the Letter, including paragraph 7.4
thereof, otherwise this Agreement is null and void.
6. Upon payment of the amount set forth in paragraph 5 hereof, CDbeat
shall be deemed to have acquired full right, title and interest in
and to the Application as well as the source code to the
Application, and Cadnetics acknowledges and confirms that CDbeat
shall own all proprietary interest in and to the Application and the
source code.
7. Cadnetics confirms and acknowledges that CDbeat shall be entitled to
use all rights in respect of all ideas incorporated for the specific
development of the Application that are not generally known by
skilled programmers.
8. Cadnetics agrees to keep confidential all knowledge of the CDbeat
project, development and software, including the Application.
9. Cadnetics agrees that it will not, directly or indirectly, in
violation of the confidentiality and other protective provisions of
the Letter and this Agreement, work for, create or be involved with
any other application involving the interactive web enabled audio CD
music player. Notwithstanding anything contained herein to the
contrary, the foregoing shall not, however, prevent Cadnetics from
working for clients, or for their own account, on projects using all
rights to all ideas incorporated in the Application for development
of other applications, from using architecture similar to the
Application, or from working on applications that have similar uses
as the Application, provided that they do not violate the above.
10. Subject to the terms of paragraph 9 hereof CDbeat acknowledges that
Cadnetics is an independent software developer and that it shall not
impose any restrictions on Cadnetics in respect of the development
of applications.
11. In the event that CDbeat shall desire to assign the rights under the
Letter to any third party, the provisions of paragraph 13.5 thereof
shall be applicable but Cadnetic's consent shall not be unreasonably
withheld.
12. This Agreement shall supercede and replace the Letter in the event
of any duplication, overlap or conflict between the two documents.
13. This Agreement shall be governed by New York law. This Agreement may
be executed in counterparts and by facsimile signature.
IN WITNESS WHEREOF, the parties hereto have each agreed to the foregoing
and have executed the same as of the date and year first set forth above.
XXXXXX.XXX, INC. CADNETICS INC.
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------ -------------------------
Xxxx Xxxxxxxx Xxxxxx Xxxxxxx
President President
SCHEDULE A
List of employees and contractors who worked on the Application:
Rajesh Xxxxxxx
Xxx Fedoryak
Xxxxx Xxxxxxx
X.X. Xxxxxxxxx
Stephane Xxxxx
Xxxxx Xxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxx
Xxxxx-Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Xxxxxx Xxxxxxx
Xxxx Xxxxx
Umrik Xxxxx
Xxxxx Xxx Xxxxxx
Xxxx Xxxxxxxxxxx
Xxxxx Xxxxx
Xxxxxxx Xxxxxxx
Xxxx Xxxx
Xxxxx Xxxxx
Xxxxxxxx Xxx Yusuf
Xxxxxx Xxxxxxxx
SCHEDULE B
ASSIGNMENT OF RIGHTS AND CONFIDENTIALITY AGREEMENT
I, ___________________, the undersigned, have or had been, as the case may
be, employed by Cadnetics Inc. ("Cadnetics") either directly or as a contractor.
My employment at Cadnetics commenced in the position of____________________ on
___________ ________________________,199__. During my employment at Cadnetics, I
have or had, as the case may be, been working on the development of an
application that may be generally described as an interactive web enabled audio
CD music player, which has been defined as the "Application" pursuant to that
certain Letter of Intent dated January 13, 1999 by and between XXxxxx.xxx, Inc.
and Cadnetics.
In consideration of my employment by Cadnetics, I hereby assign to
Cadnetics all Intellectual Property rights, title and interest which were
created or developed by me in connection with my work at Cadnetics on the
Application. Such Intellectual Property rights, title and interest include
copyrights and all inventions, whether patentable in the United States or
elsewhere, conceived during the above work on the Application. I do not know of
any inventions related to the Application other than a certain method for
identifying CD titles. The undersigned further agrees to keep confidential all
proprietary aspects of the Application and not to disclose all or any portion of
the Application or the underlying source code(s) to any third party.
The undersigned affirms that I have not transferred any of the
Intellectual Property rights, title and interest to anyone other than Cadnetics,
nor have I disclosed any confidential information relating to the Application to
any third party.
IN WITNESS WHEREOF, I have executed the foregoing Assignment as of the
date set forth below.
________________________________
Signed before me this ___ day of __________________, 1999
Notary Public
