TECHNOLOGY AND TRADEMARK LICENSE AGREEMENT
This agreement is between Xxxxx X. de la Motte ("LICENSOR") an
individual with a residence address of 0000 X.X. Xxxxxxxx Xx., Xxxxxxxxx, Xxxxxx
00000, and Integrated Food Resources, Inc. ("LICENSEE"), a Nevada corporation,
with a principal place of business at 0000 X.X. Xxxxxxxx Xxxx, Xxxxxx, Xxxxxx
00000. This agreement will be effective on the following date: January 25, 1999
("the effective date").
WHEREAS LICENSOR owns rights in certain non-confidential and
confidential technology, know how, concepts, plans, and information, including
all copyrights, trademark/service xxxx rights, and potential patent rights, all
relating to a system for international business transactions (the "Technology");
WHEREAS LICENSOR owns the following patent applications, copyright
registrations, federal trademark/service xxxx registrations, federal
trademark/service xxxx applications and domain name registration relating to the
Technology (all such applications and registrations are referred to collectively
as the "Rights") (the patent applications are referred to collectively as the
"Patent Applications"; the trademark/service xxxx registrations and applications
are referred to collectively as the "Trademarks"; the copyright registrations
are referred to collectively as the Copyrights"; and the domain name
registration is referred to as the "Domain Name Registration"):
PATENT APPLICATIONS
---------------------------------------------------------------------------
PATENT APP. TITLE OF INVENTION PRIORITY DATE
NO.
----------------------------------------------------------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING November 9, 1995
SELECTING, ORDERING
AND PURCHASING OF PRODUCTS
----------------------------------------------------------------------------
08/879,384 ELECTRONIC HOME SHOPPING SYSTEM AND November 9, 1995;
METHOD June 20, 1997
----------------------------------------------------------------------------
to be RATING SYSTEM FOR ALLOWING ELECTRONIC November 9, 1999;
assigned TRADE OF PRODUCTS June 20, 1997
----------------------------------------------------------------------------
---------------------------------------------------------------------------
PCT PATENT APP. TITLE OF INVENTION PRIORITY DATE
NO.
----------------------------------------------------------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR FACILITATING, November 9, 1995
SELECTING, ORDERING & PURCHASING OF
PRODUCTS
----------------------------------------------------------------------------
TRADEMARKS
------------------------------------------------------------------------------
TRADEMARK XXXX REGISTRATION/FILING DATE
REG./APP. NO.
-------------------------------------------------------------------------------
Reg. No. 2,213,625 PROJECT HARVEST Registered December 29, 1998
-------------------------------------------------------------------------------
App. No. MISC. DESIGN (Globe and Filed April 5, 1996;
75/084,500 Wheat Design) Published October 6, 1998
-------------------------------------------------------------------------------
Reg. No. 2,222,108 WORLD TRADE THROUGH Registered February 9, 1999
PIONEERING TECHNOLOGY
-------------------------------------------------------------------------------
COPYRIGHTS
-------------------------------------------------------------------------------
COPYRIGHT REG. NO. TITLE OF WORK REGISTRATION DATE
-------------------------------------------------------------------------------
TX 0-000-000 PROJECT HARVEST October 9, 1996
-------------------------------------------------------------------------------
VA 814-866 PROJECT HARVEST October 9, 1996
-------------------------------------------------------------------------------
VA 832-717 PROJECT HARVEST CD COVER February 4, 1997
-------------------------------------------------------------------------------
DOMAIN NAME REGISTRATION
-------------------------------------------------------------------------------
DOMAIN NAME REG. DOMAIN NAME REGISTRATION DATE
-------------------------------------------------------------------------------
XxxxxxxXxxxxxx.xxx
-------------------------------------------------------------------------------
WHEREAS LICENSOR has a complete prototype software version of the
Technology for use in the retail-food-store-products industry, including
supporting textual and graphic materials (referred to collectively as the
"Prototype"), which is presently marketed under LICENSOR'S trademark/service
xxxx PROJECT HARVEST;
WHEREAS LICENSOR has delivered to LICENSEE the Prototype, and LICENSEE
wants to commercialize it for the retail-food-store-products industry;
WHEREAS LICENSEE wants to commercialize the Technology by setting up a
global e-commerce system for trading of retail-food-store products among buyers
and sellers (the "Food Industry Version of the Technology");
WHEREAS LICENSOR and LICENSEE want to enter into a mutually beneficial
license agreement involving the Rights and allowing LICENSEE to use, market and
sell a commercial version of the Technology for the retail-food-store-products
industry;
NOW THEREFORE, in consideration of the promises made below, LICENSOR
and LICENSEE agree as follows:
1. LICENSE.
LICENSOR grants to LICENSEE a worldwide, exclusive license under
the Rights to make, use and sell versions of the Technology for the
retail-food-store-products industry. LICENSEE acknowledges that it has
received from LICENSOR the Prototype.
LICENSEE shall not grant or sub-license to any third party all or any
part of the license it receives in this PARA 1. The sole exception to this
prohibition is that LICENSEE may sub-license rights under this PARA 1 to a
wholly-owned subsidiary of LICENSEE.
2. TERM.
The term of this agreement is for twenty (20) years from the effective
date, and is automatically renewable by LICENSEE for additional two (2) year
terms upon sixty (60) days written notice prior to the end of the term of this
Agreement. Such automatic renewal is
conditioned on: (a) LICENSEE being current with respect to its payment
obligations described in PARA 3, and (b) LICENSEE not having breached this
Agreement.
3. LICENSE FEE; ROYALTY.
3.1 LICENSE FEE. LICENSEE will pay to LICENSOR the following license
fee: (a) a one-time, lump sum payment of $200,000 payable to LICENSOR within
ten (10) days of the occurrence of either of the following alternate events:
(i) LICENSEE'S total equity equals or exceeds fifteen million dollars
($15,000,000) in paid-in capital; or (ii) LICENSEE successfully closes a minimum
of fifteen million dollars ($15,000,000) in debt; and (b) a one-dollar ($1.00)
license-fee payment per year during the term, payable in advance for the then
following year, with the first such payment due on the effective date, and
subsequent payments due on the anniversary of the effective date for each year
during the term.
3.2 ROYALTY. LICENSEE agrees to pay to LICENSOR a royalty measured
at 7.5% of gross profit margin that LICENSEE makes from the commercial use of
the Technology and the Rights under the license granted in PARA 1.
LICENSEE shall make royalty payments and reports to LICENSOR
required by this PARA 3 on a calendar-year, quarterly basis within 30
business days after March 31st, June 30th, September 30th, and December 31st,
each payment for the then preceding accounting quarter. At a future time,
LICENSOR and LICENSEE will agree to the form of the report that LICENSEE will
provide LICENSOR on a quarterly basis pursuant to this paragraph. LICENSEE
shall make the required royalty payments in cash or stock at LICENSEE'S sole
discretion. If payment is in stock and LICENSEE is publicly traded, the
determination of the cash value of the stock shall be based upon the bid and
ask price for the stock for the prior ten (10) trading days.
LICENSEE shall keep accurate books and records reflecting
transactions, including income received pursuant to commercial activities
under this Agreement, and shall make reports at the time of the
above-identified quarterly payments fully supporting the calculation of
payments made, including the income received. LICENSOR shall have the
reasonable right to inspect LICENSEE'S books and records through an agent,
not to exceed one such audit per year. Past due payments shall bear interest
at the highest lawful rate from the due date.
4. LICENSEE'S FIRST RIGHT OF REFUSAL.
LICENSEE shall have a first right of refusal to receive from
LICENSOR for consideration to be determined in the future, an exclusive,
twenty (20) year license to commercialize the Technology for industries other
than the retail-food-store-product industry. To exercise its first right
under this PARA 4, LICENSEE must provide LICENSOR with written notice of its
intent to exercise its right within thirty (30) days of receiving from
LICENSOR a description of an application of the Technology to an industry
other than the retail-food-store-product industry.
5. OWNERSHIP; ACKNOWLEDGEMENT OF VALIDITY
LICENSEE admits and agrees that LICENSOR owns the Rights and the
Technology. In addition, LICENSEE admits and agrees to the validity and
enforceability in all respects of the Rights. LICENSEE agrees that it will not
participate in any attack on the validity or enforceability of any of the Rights
whether in court, the United States Patent and Trademark Office, the U.S.
Copyright Office or elsewhere except as may be required in response to a
subpoena. It is the intent of LICENSOR and LICENSEE that this paragraph shall
have claim- and issue-preclusive effect.
6. BEST EFFORTS
LICENSEE shall use its best efforts under the license granted in PARA
1 to commercialize the Technology by setting up the Food Industry Version of the
Technology. To maintain the exclusivity of the license in PARA 1, LICENSEE
shall have a minimum of ten million dollars ($10,000,000) in annual sales
revenue beginning two years from the effective date so that for the third year
of this Agreement, and every year thereafter, LICENSEE shall have at least ten
million dollars ($10,000,000) in annual sales revenue.
7. CONTINUED DEVELOPMENT OF THE TECHNOLOGY; CONTINUED PROSECUTION OF
THE RIGHTS; OWNERSHIP OF RIGHTS IN IMPROVEMENTS.
LICENSOR and LICENSEE will work together during the term of this
Agreement to continue development of the Technology. LICENSOR will own all
rights in improvements to the Technology, and LICENSEE shall assign and/or
transfer to LICENSOR, at appropriate times in the future, rights, if any,
LICENSEE may have as a result of any ideas or
inventions relating to the Technology made by representatives or employees of
LICENSEE. In connection with LICENSEE'S obligation to assign and/or transfer
to LICENSOR rights in such improvements, LICENSEE shall require all employees
and independent contractors LICENSEE hires in the future to continue
development of the Technology to execute written assign and/or transfer
agreements of rights in such improvements to LICENSOR.
All costs for continued commercial development of the Technology will
be paid exclusively by LICENSEE. In addition, LICENSEE will pay for all future
costs associated with continuing the ongoing process of obtaining domestic and
foreign intellectual property rights associated with the Rights and the
Technology, including continuing the Patent Applications, the Trademarks, and
the Copyrights.
8. CONFIDENTIALITY.
LICENSEE will keep confidential the Technology and terms of the
present agreement. LICENSEE'S confidentiality obligation survives termination
of this Agreement. With respect to LICENSEE'S confidentiality obligation
concerning the Technology, LICENSEE will treat all disclosures by LICENSOR
relating to the Technology as confidential. Such confidential disclosures may
include oral or written material, demonstrations, or samples of the Technology.
LICENSEE further agrees not to disclose any information relating to the
Technology to third parties, nor to use information about the Technology
disclosed by LICENSOR for any purpose other than that identified above, unless
written consent from LICENSOR is obtained. LICENSEE agrees to take all steps
reasonably necessary to prevent disclosure of the Technology to any third party.
The confidentiality obligations set forth in this Agreement do not
apply to information:
(i) which, prior to the effective date of this Agreement, was
generally known to the trade or public;
(ii) which at a later date becomes generally known to the trade or
public through no fault of LICENSEE'S and then only after that
date;
(iii) which is possessed by LICENSEE, as evidenced by your
written or other tangible evidence, before receipt thereof
from LICENSOR; or
(iv) which is disclosed to LICENSEE in good faith by a third party
who has an independent right to such information.
9. TERMINATION.
Each party may terminate the present agreement in the event of a
material breach by the other party, but only if, upon receiving notice of
such breach, the other party fails to cure such breach within sixty (60) days
of such notice.
LICENSOR may also terminate this Agreement if any of the following
occurs:
(i) LICENSEE does not commercialize the Technology under
the license in PARA 1 by signing the first buyers and
sellers to the Food Industry Version of the Technology
within eighteen (18) months after the effective date;
(ii) LICENSEE does not raise a minimum of thirty million
dollars ($30,000,000) to finance the commercialization
of the Technology; and
(iii) LICENSEE defaults as described below and does not cure
within the sixty (60) day period described above in
this PARA 7.
A default may be any one of the following:
(i) failure to pay royalties or the annual license fee upon
the due dates identified above;
(ii) failure to finance expenses associated with enforcement
of the Rights as described in PARA 8;
(iii) failure to use notices as are and will be prescribed by
LICENSOR pursuant to PARA 9; or
(iv) failure to deliver to LICENSOR complete copies of all
improvements made to the Technology, including source
code, within thirty days of making such improvements.
10. ENFORCEMENT OF PATENT RIGHTS.
LICENSEE agrees to notify LICENSOR in writing of any unauthorized use
of the Rights and/or the Technology, if such use comes to the attention of
LICENSEE. LICENSOR
shall have the sole right and discretion to bring infringement proceedings
involving the Rights and the Technology. If LICENSOR elects to prosecute an
infringer and the infringer is in the retail-food-store-products industry,
then LICENSEE will pay for all expenses, including attorney fees, associated
with prosecuting the infringer. However, all major litigation decisions are
to be made by LICENSOR. If any monetary income is obtained from an infringer
through a settlement or through litigation, that income will be used first to
pay for all expenses including attorney fees associated with prosecution of
the infringer. Any amount of monetary income that exceeds such expenses will
be shared equally among LICENSOR and LICENSEE.
11. MARKINGS.
LICENSEE shall xxxx all products sold or services rendered under the
Rights as being sold or rendered pursuant to a license, and with any statutorily
required notices. LICENSOR will from time to time inform LICENSEE of such
notices and the form in which they should be used.
12. NOTICES.
All notices under this agreement shall be given in writing to the
parties at the addresses listed below. The notices shall be sent via first
class mail to the following addresses:
Xxxxx X. de la Xxxxx Xxxxx X. Xxxxxx
0000 X.X. Xxxxxxxx Xx. Integrated Food Resources, Inc.
Xxxxxxxxx, Xxxxxx 00000 0000 X.X. Xxxxxxxx Xxxx
Xxxxxx, Xxxxxx 00000
13. INSURANCE.
With respect to its use of the license granted in PARA 1, LICENSEE
will maintain reasonable products liability insurance and other pertinent
liability insurance.
14. INDEMNITY.
LICENSEE agrees to indemnify and hold harmless LICENSOR for any claims
that may be brought by third parties against LICENSOR in connection with the
making, selling or using of the Rights or the Technology under this Agreement.
15. WARRANTIES.
The following warranties, in addition to those set out above, are
made: LICENSOR represents and warrants that he owns the Rights and has full
right and power to grant the license set forth above and to otherwise enter into
this Agreement. LICENSOR and LICENSEE represent and warrant to each other that
no material facts have been withheld from any party that would materially alter
the value of this Agreement, nor the willingness of either party to enter into
this Agreement.
16. MISCELLANEOUS.
16.1 ASSIGNABILITY. All terms and conditions of this agreement are
limited to, binding upon and for the benefit of the parties
hereto. Apart from the exception identified in PARA 1, no
part of this agreement is assignable except upon the written
approval of LICENSOR.
16.2 PARTNERSHIP, JOINT VENTURE. This agreement does not
constitute and shall not be construed as constituting a
partnership or joint venture between LICENSOR and LICENSEE.
16.3 AMENDMENTS. Any amendments or modifications to this agreement
can and will be made by written addendum, agreed to by all
parties.
16.4 GOVERNING LAW. This agreement shall be construed in
accordance with the laws of the state of Oregon and disputes
hereunder shall be decided exclusively in the appropriate
state or federal courts located in the state of Oregon. Each
party agrees to submit to personal jurisdiction and venue in
Oregon.
16.5 INTEGRATION. This agreement constitutes the entire agreement
between the parties and no other agreement, understandings,
representations or discussions are included.
16.6 SEVERABILITY. If any part of this agreement is determined to
be wholly or partially unenforceable, the balance of the
agreement will not be affected and shall remain enforceable.
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed in duplicate and signed by their authorized representatives.
XXXXX X. de la MOTTE INTEGRATED FOOD RESOURCES, INC.
/s/ Alain de la Motte By: /s/ Xxxxx X. Xxxxxx
--------------------------- ----------------------------
Name: Xxxxx X. Xxxxxx
Title: Executive Vice President
Date: January 25, 1999 Date: January 25, 1999
---------------------- ---------------------------
ASSIGNMENT
WHEREAS, I, Xxx Xxxxxx, of 0000 X.X. 000xx Xxxxxx, Xxxxxxxxx, Xxxxxx
00000, helped develop or may have invented certain improvements in and/or
features of a technology presently marketed under the trademark PROJECT HARVEST
(the improvements and features referred to collectively as the "invention") and
which are the object of the following patent applications:
PATENT APPLICATIONS
-----------------------------------------------------------------------------
PATENT APP. NO. TITLE OF INVENTION PRIORITY DATE
-----------------------------------------------------------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING November 9, 1995
SELECTING, ORDERING
AND PURCHASING OF PRODUCTS
-----------------------------------------------------------------------------
08/879,384 ELECTRONIC HOME SHOPPING SYSTEM AND November 9, 1995;
METHOD June 20, 1997
-----------------------------------------------------------------------------
to be assigned RATING SYSTEM FOR ALLOWING ELECTRONIC November 9, 1999;
TRADE OF PRODUCTS June 20, 1997
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
PCT PATENT APP. TITLE OF INVENTION PRIORITY DATE
NO.
-----------------------------------------------------------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR FACILITATING, November 9, 1995
SELECTING, ORDERING & PURCHASING OF
PRODUCTS
-----------------------------------------------------------------------------
WHEREAS, Xxxxx X. de la Motte, of Tigard, Oregon, is desirous of
acquiring any rights Xxx Xxxxxx may have in the invention:
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, I, Xxx Xxxxxx sell, assign and transfer to Xxxxx
X. de la Motte: (1) the full and exclusive right to the invention in the United
States and its territorial possessions and in all foreign countries, and (2) the
entire right, title and
interest in and to any and all Patents or other intellectual property which
may be granted therefor in the United States and its territorial possessions,
in any and all foreign countries, and in and to any and all divisions,
reissues, continuations, continuations-in-part and extensions thereof.
I hereby authorize and request the U.S. Patent and Trademark Office,
the U.S. Copyright Office and any and all foreign countries to issue any and all
of the Patents, Copyrights or other intellectual property, when granted, to
Xxxxx X. de la Motte, as the assignee of my entire right, title and interest in
and to the same, for the sole use of Xxxxx X. de la Motte, his successors and
assigns.
Further, I agree that I will communicate to Xxxxx X. de la Motte any
facts known to me respecting the invention, and testify in any legal proceeding,
sign all lawful papers, execute all divisional, continuation, substitution,
renewal and reissue applications, execute all necessary assignment papers to
cause any and all of the Patents to be issued to Xxxxx X. de la Motte, make all
rightful oaths and generally do everything possible to aid Xxxxx X. de la Motte,
his successors and assigns, to obtain and enforce proper protection for said
invention in the United States and in any and all foreign countries.
Date: April 15, 1999
--------------------------
/s/ Xxx Xxxxxx
------------------------
Xxx Xxxxxx
Witness:
/s/ Xxxxx Xxxxxx
----------------------
(Name)
00000 X. Xxxx Xxxx
----------------------
(Address)
Xxxxxx, XX 00000
----------------------
(City, State)
ASSIGNMENT
WHEREAS, I, Xxxxx Xxxxxxxxxxx, of 00000 X.X. Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxx 00000, helped develop or may have invented certain
improvements in and/or features of a technology presently marketed under the
trademark PROJECT HARVEST (the improvements and features referred to
collectively as the "invention") and which are the object of the following
patent applications:
PATENT APPLICATIONS
---------------------------------------------------------------------------------
PATENT APP. NO. TITLE OF INVENTION PRIORITY DATE
---------------------------------------------------------------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING November 9, 1995
SELECTING, ORDERING
AND PURCHASING OF PRODUCTS
---------------------------------------------------------------------------------
08/879,384 ELECTRONIC HOME SHOPPING SYSTEM AND November 9, 1995;
METHOD June 20, 1997
---------------------------------------------------------------------------------
to be assigned RATING SYSTEM FOR ALLOWING ELECTRONIC November 9, 1999;
TRADE OF PRODUCTS June 20, 1997
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
PCT PATENT APP. TITLE OF INVENTION PRIORITY DATE
NO.
---------------------------------------------------------------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR FACILITATING, November 9, 1995
SELECTING, ORDERING & PURCHASING OF
PRODUCTS
---------------------------------------------------------------------------------
WHEREAS, Xxxxx X. de la Motte, of Tigard, Oregon, is desirous of
acquiring any rights Xxxxx Xxxxxxxxxxx may have in the invention:
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, I, Xxxxx Xxxxxxxxxxx sell, assign and transfer to
Xxxxx X. de la Motte: (1) the full and exclusive right to the invention in the
United States and its territorial possessions and in all foreign countries, and
(2) the entire right, title and
interest in and to any and all Patents or other intellectual property which
may be granted therefor in the United States and its territorial possessions,
in any and all foreign countries, and in and to any and all divisions,
reissues, continuations, continuations-in-part and extensions thereof.
I hereby authorize and request the U.S. Patent and Trademark Office,
the U.S. Copyright Office and any and all foreign countries to issue any and all
of the Patents, Copyrights or other intellectual property, when granted, to
Xxxxx X. de la Motte, as the assignee of my entire right, title and interest in
and to the same, for the sole use of Xxxxx X. de la Motte, his successors and
assigns.
Further, I agree that I will communicate to Xxxxx X. de la Motte any
facts known to me respecting the invention, and testify in any legal proceeding,
sign all lawful papers, execute all divisional, continuation, substitution,
renewal and reissue applications, execute all necessary assignment papers to
cause any and all of the Patents to be issued to Xxxxx X. de la Motte, make all
rightful oaths and generally do everything possible to aid Xxxxx X. de la Motte,
his successors and assigns, to obtain and enforce proper protection for said
invention in the United States and in any and all foreign countries.
Date: April 15, 1999 /s/ Xxxxx Xxxxxxxxxxx
------------------ ----------------------------
Xxxxx Xxxxxxxxxxx
Witness:
/s/ Xxx Xxxxxx
---------------------
(Name)
0000 X.X. 151st Avenue
---------------------
(Address)
Xxxxxxxxx, XX 00000
---------------------
(City, State)
ASSIGNMENT
WHEREAS, I, Xxxxx Xxxxxx, of 00000 Xxxxx Xxxx Xxxx, Xxxxxx, Xxxxxx
00000, helped develop or may have invented certain improvements in and/or
features of a technology presently marketed under the trademark PROJECT HARVEST
(the improvements and features referred to collectively as the "invention") and
which are the object of the following patent applications:
PATENT APPLICATIONS
-------------------------------------------------------------------------------------
PATENT APP. NO. TITLE OF INVENTION PRIORITY DATE
-------------------------------------------------------------------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING November 9, 1995
SELECTING, ORDERING
AND PURCHASING OF PRODUCTS
-------------------------------------------------------------------------------------
ELECTRONIC HOME SHOPPING SYSTEM November 9, 1995;
08/879,384 AND METHOD June 20, 1997
-------------------------------------------------------------------------------------
to be assigned RATING SYSTEM FOR ALLOWING November 9, 1999;
ELECTRONIC TRADE OF PRODUCTS June 20, 1997
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
PCT PATENT APP. TITLE OF INVENTION PRIORITY DATE
NO.
-------------------------------------------------------------------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR November 9, 1995
FACILITATING, SELECTING, ORDERING &
PURCHASING OF PRODUCTS
-------------------------------------------------------------------------------------
WHEREAS, Xxxxx X. de la Motte, of Tigard, Oregon, is desirous of
acquiring any rights Xxxxx Xxxxxx may have in the invention:
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, I, Xxxxx Xxxxxx sell, assign and transfer to Xxxxx
X. de la Motte: (1) the full and exclusive right to the invention in the United
States and its territorial possessions and in all foreign countries, and (2) the
entire right, title and
interest in and to any and all Patents or other intellectual property which
may be granted therefor in the United States and its territorial possessions,
in any and all foreign countries, and in and to any and all divisions,
reissues, continuations, continuations-in-part and extensions thereof.
I hereby authorize and request the U.S. Patent and Trademark Office,
the U.S. Copyright Office and any and all foreign countries to issue any and all
of the Patents, Copyrights or other intellectual property, when granted, to
Xxxxx X. de la Motte, as the assignee of my entire right, title and interest in
and to the same, for the sole use of Xxxxx X. de la Motte, his successors and
assigns.
Further, I agree that I will communicate to Xxxxx X. de la Motte any
facts known to me respecting the invention, and testify in any legal proceeding,
sign all lawful papers, execute all divisional, continuation, substitution,
renewal and reissue applications, execute all necessary assignment papers to
cause any and all of the Patents to be issued to Xxxxx X. de la Motte, make all
rightful oaths and generally do everything possible to aid Xxxxx X. de la Motte,
his successors and assigns, to obtain and enforce proper protection for said
invention in the United States and in any and all foreign countries.
Date: April 15, 1999 /s/ Xxxxx Xxxxxx
------------------- ------------------------
Xxxxx Xxxxxx
Witness:
/s/ Xxxxx Xxxxxxxxxxx
---------------------------
(Name)
00000 X.X. Xxxxxxxx Xxxxx
---------------------------
(Address)
Xxxxxxxx, XX 00000
---------------------------
(City, State)
ASSIGNMENT
WHEREAS, I, Xxxxx X. Xxxxxx, of 0000 00xx Xxxxxx, Xxxx Xxxx, XX
00000, helped develop or may have invented certain improvements in and/or
features of a technology presently marketed under the trademark PROJECT HARVEST
(the improvements and features referred to collectively as the "invention") and
which are the object of the following patent applications:
PATENT APPLICATIONS
---------------------------------------------------------------------------------
PATENT APP. NO. TITLE OF INVENTION PRIORITY DATE
---------------------------------------------------------------------------------
08/745,196 METHOD AND SYSTEM FOR FACILITATING November 9, 1995
SELECTING, ORDERING
AND PURCHASING OF PRODUCTS
---------------------------------------------------------------------------------
08/879,384 ELECTRONIC HOME SHOPPING SYSTEM AND November 9, 1995;
METHOD June 20, 1997
---------------------------------------------------------------------------------
to be assigned RATING SYSTEM FOR ALLOWING ELECTRONIC November 9, 1999;
TRADE OF PRODUCTS June 20, 1997
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
PCT PATENT APP. TITLE OF INVENTION PRIORITY DATE
NO.
---------------------------------------------------------------------------------
PCT/US96/18133 METHOD AND SYSTEM FOR November 9, 1995
FACILITATING, SELECTING, ORDERING &
PURCHASING OF PRODUCTS
---------------------------------------------------------------------------------
WHEREAS, Xxxxx X. de la Motte, of Tigard, Oregon, is desirous of
acquiring any rights Xxxxx Xxxxxxxxxxx may have in the invention:
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, I, Xxxxx Xxxxxxxxxxx sell, assign and transfer to
Xxxxx X. de la Motte: (1) the full and exclusive right to the invention in the
United States and its territorial possessions and in all foreign countries, and
(2) the entire right, title and
interest in and to any and all Patents or other intellectual property which
may be granted therefor in the United States and its territorial possessions,
in any and all foreign countries, and in and to any and all divisions,
reissues, continuations, continuations-in-part and extensions thereof.
I hereby authorize and request the U.S. Patent and Trademark Office,
the U.S. Copyright Office and any and all foreign countries to issue any and all
of the Patents, Copyrights or other intellectual property, when granted, to
Xxxxx X. de la Motte, as the assignee of my entire right, title and interest in
and to the same, for the sole use of Xxxxx X. de la Motte, his successors and
assigns.
Further, I agree that I will communicate to Xxxxx X. de la Motte any
facts known to me respecting the invention, and testify in any legal proceeding,
sign all lawful papers, execute all divisional, continuation, substitution,
renewal and reissue applications, execute all necessary assignment papers to
cause any and all of the Patents to be issued to Xxxxx X. de la Motte, make all
rightful oaths and generally do everything possible to aid Xxxxx X. de la Motte,
his successors and assigns, to obtain and enforce proper protection for said
invention in the United States and in any and all foreign countries.
Date: April 15, 1999 /s/ Xxxxx X. Xxxxxx
--------------------- -----------------------------
Xxxxx X. Xxxxxx
Witness:
/s/ Xxx Xxxxxx
-------------------
(Name)
0000 X.X. 151st Avenue
-------------------
(Address)
Xxxxxxxxx, XX 00000
-------------------
(City, State)
