ASSIGNMENT AGREEMENT
This
Agreement is made effective (the “Effective Date”) as of the 24th day of June,
2009.
BETWEEN:
QELE
RESOURCES, INC. (changing its name to Brand Neue Corp or such other name
approved by its directors), with its address for notices at 000 XX
Xxxxxxxxx Xxxxx, Xxxxx 00, Xxxxxxxxxxx, Xxxxxxxx,
XXX 00000
(the
“Assignee”)
AND:
WORLD
SOURCING & SUPPLIER DEVELOPMENT INC., a company established under
the laws of Arkansas, and having its address for notices hereof at 000 XX
Xxxxxxxxx Xxxxx, Xxxxx 00, Xxxxxxxxxxx, Xxxxxxxx,
XXX 00000
(the
“Assignor”)
(the
Assignor and the Assignee being hereinafter singularly also referred to as a
“Party” and
collectively referred to as the “Parties” as the context so
requires).
WHEREAS:
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A.
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The
Assignee wishes to acquire all interest in and to a license agreement
(“License Agreement”) made June 1, 2009 between the Assignor and Gizmo
Packaging Ltd. of Scotland whereby the Assignor acquired rights to a
bottle capping device called the “Gas Cap”
;
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NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual promises, covenants and agreements herein contained, THE
PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER as
follows:
Article
1
ASSIGNMENT OF THE LICENSE
AGREEMENT
1.1 Assignment. The
Assignee hereby purchases and the Assignor hereby sells and transfers 100% of
the Assignor’s right, title and interest in and to the License Agreement, and
the Assignee hereby assumes all obligations thereof, in consideration
of:
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(a)
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a
ten (10%) profit interest of all revenue of the products of the License
Agreement but that in no event shall such profit interest be less than a
3% gross sales/revenue royalty. Revenue shall be calculated
from all sources including sales, royalties, fees, or any other revenue
source. The profit interest shall be calculated from all costs
of goods, third party costs, warehousing, transport and any other direct
costs plus an administrative cost of 10% and no other costs, in
particular costs of other
businesses;
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(b)
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in
the event that the Assignee shall grant licenses or assign rights to the
product of the License Agreement or to the License Agreement or assign the
entire License Agreement then the Assignor shall receive 50% of the
consideration for such assignment;
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(c)
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payment
of disbursements by the Assignor or its principals in respect to the
License Agreement, such payments estimated at approximately
$400,000US. Such disbursements shall be supported by
documentary proof and shall be paid on or before December 31,
2009
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1.2 License
Agreement Title. The Assignor warrants and represents
that the License Agreement is owned 100% by the Assignor, that it has not
encumbered or transferred any interest in the same and that the License
Agreement is in good standing and that all payments required thereunder to date
have been paid.
1.3 Assignee
Obligations. The Assignee warrants that all costs,
obligations and any other burden or liability of the License Agreement is
assumed by the Assignee hereby.
Article
2
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CONFIDENTIAL
INFORMATION AND ASSIGNEE
QUALIFICATION
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2.1 Confidential
Information. No information in respect to this Agreement
or furnished by any Party hereto in respect of the activities carried out in
connection with or related to this Agreement or the License Agreement shall be
published or disclosed to third parties by any Party without the prior written
consent of the other Party, but such consent in respect of the reporting of
factual data shall not be unreasonably withheld, and shall not be withheld in
respect of information required to be publicly disclosed pursuant to applicable
laws or court orders.
Article
3
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GENERAL
PROVISIONS
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3.1 Entire
Agreement. This Agreement constitutes the entire
agreement between the Parties hereto and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
Parties with respect to the subject matter of this Agreement.
3.2 Enurement,
Capacity and Assignment. This Agreement will enure to
the benefit of and will be binding upon the Parties, their respective heirs,
executors, administrators and assigns. The Parties hereto have full
legal right and capacity to enter into and effect the terms of this Agreement
and have each sought counsel as to their obligations and their capacity, under
prevailing securities law or otherwise, to effect the Agreement hereby
contained. Neither this Agreement nor any rights hereunder may be
assigned by any Party except with the written permission of the other Party,
which permission may be with held without reason.
3.3 Notice. Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be delivered to the Party or
Parties entitled to receive the same, at the address for such Party or Parties
specified above. The deemed date of receipt of such notice, demand or
other communication shall be the second business day following the date of
actual delivery thereof if electronically or physically delivered. If
delivered by mail then the deemed date of delivery shall be the tenth day
following mailing of notice, absent postal disruptions in which event it shall
be the actual date of delivery to the recipient. Any Party may at any
time and from time to time notify the other Party in writing of a change of
address and the new address to which notice shall be given to it thereafter
until further change.
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3.4 Applicable Law. This Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in Arkansas and in the courts thereof.
3.5 Further
Assurances. The Parties hereto hereby, jointly and
severally, covenant and agree to forthwith, upon request, execute and deliver,
or cause to be executed and delivered, such further and other deeds, documents,
assurances and instructions as may be required by the Parties hereto or their
respective counsel in order to carry out the true nature and intent of this
Agreement.
3.6 Counterparts
and Facsimile. This Agreement may be signed by the
Parties hereto in as many counterparts as may be necessary, each of which so
signed shall be deemed to be an original, and may be exchanged by facsimile and
such counterparts and facsimiles together shall constitute one and the same
instrument and notwithstanding the date of execution will be deemed to bear the
Effective Date as set forth on the front page of this Agreement.
IN
WITNESS WHEREOF the Parties have hereunto set their hands and given their
agreement as of the Effective Date.
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QELE RESOURCES,
INC.
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by
its authorized signatory:
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Authorized
Signatory
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WORLD SOURCING
&
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SUPPLIER DEVELOPMENT,
INC.,
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by
its authorized signatory:
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Authorized
Signatory
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