PATENT TRANSFER AND SALE AGREEMENT
PATENT TRANSFER AND SALE AGREEMENT
THIS AGREEMENT (hereinafter: the "Agreement") made this day of March 27, 2008
among Appelfeld Zer Xxxxxx, Advocates and Patent Attorneys from address: B.S.R
Tower 0, Xxxxx 00, 0 Xxx Xxxxxx Xx., Xxxxx Xxx, Xxxxxx (hereinafter: "AZF"). And
"Dynamic Applications Corp", A Delaware Corporation, from address: 000 Xxxxxxxxx
Xxxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx, Xxxxxx of New Castle, Zip Code 19711
(hereinafter "the Company"). ("AZ.F" and the "Company hereinafter: the
"Parties").
WITNESSETH:
WHEREAS, AZF desires to sell, assign, convey, and transfer the Patent title and
interests therein to the Company, and the Company desires to buy and acquire the
Patent and all intellectual property rights therein, all in accordance with the
terms and conditions of this Agreement; and
NOW, THEREFORE, in consideration of the receipt of the payments specified
hereunder, the Parties, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
"The Patent": United States Patent number: 5,497,555, titled "Electromagnetic
percussion device. A copy of the specifications and of the drawings of the
Patent is attached here to as Annex 1.
2. CONVEYANCE OF RIGHTS (ASSIGNMENT)
2.1. Upon the completion of the execution of assignments from the original
inventor to AZF, AZF agrees to transfer, convey and assign exclusively to the
Company all of its rights, title, and interest in and to the Patent clear of any
lien, charge, claim, license, preemptive right or any other encumbrance or third
party right, in perpetuity (or for the longest period of time otherwise
permitted by law).
2.2. AZF shall forward to the Company the assignment in the form attached as
Annex 2 within one week following the signature of the Agreement.
2.3. Notwithstanding the above mentioned, it is agreed by the Parties that this
Agreement shall come into force upon the completion of the execution of
assignments from the original inventor to AZF and from AZF to the Company,
3. CONSIDERATION
3.1. In consideration for the transfer of rights in the Patent under this
Agreement, the Company shall pay AZF the amount of $17,000 (Seventeen Thousand
USD) (hereinafter: the "Consideration") payable by the Company to AZF upon the
signature of the Agreement by way of bank transfer.
3.2. It is agreed by the Parties that in the unlikely event that the Agreement
will not come into force, AZF will return the Consideration to the Company.
3.3. All costs and expenses relating to the transfer of rights under this
Agreement including the cost of preparation of the Agreement shall be borne by
the Company,
4. WARRANTIES OF TITLE
4.1. Company's Representations. The Company represents and warrants that the
execution, delivery and performance of this Agreement does not and will not
constitute a breach of any law, agreement or instrument to which the Company is
a party or by which it is bound.
4.2. AZF's Representations. AZF represents and warrants that the Company shall
receive pursuant to this Agreement complete and exclusive right, title, and
interest in and to the Patent.
5. FURTHER ASSURANCES
5.1. AZF shall take all necessary actions as may be required under any relevant
law or required by any official or authority, to continue, register, and
otherwise give full effect to, the transfer of ownership of the Patent to the
Company. AZF therefore agrees:
5.1.1. To execute, acknowledge, and deliver any affidavits or documents of
assignment and conveyance regarding the Patent;
5.1.2. To provide testimony in connection with any proceeding affecting the
right, title, or interest of the Company in the Patent; and
5.1.3. To disclose and/or deliver to the Company any portion or component of the
Patent which may be omitted from the disclosure and delivery to the Company
which is required under this Agreement, promptly upon the discovery of such
omission.
6. ACKNOWLEDGMENT OF RIGHTS
In furtherance of this Agreement, AZF hereby acknowledges that, from and after
the date of this Agreement, the Company has acceded to all of AZF's right,
title, and standing to defend and compromise any and all such actions, suits, or
proceedings, whether the cause thereof already exist or may arise after the date
hereof, relating to such transferred and assigned rights, title, interest, and
benefits, and perform all other such acts in relation thereto as the Company, in
its sole discretion, deems advisable.
7. MISCELLANEOUS
7,1. The Parties hereby agree that each provision herein shall be treated as a
separate and independent clause, and the unenforceability of any one clause
shall in no way impair the enforceability of any of the other clause herein.
Moreover, if one or more of the provisions contained in this Agreement shall for
any reason be held to be excessively broad as to scope, activity, subject or
otherwise so as to be unenforceable at law, such provision or provisions shall
be construed by the appropriate judicial body by limiting or reducing it or them
so as to be enforceable to the maximum extent compatible with the applicable law
as it shall then appear.
7.2. All covenants and Agreements hereunder shall inure to the benefit of and be
enforceable by the successors or assigns of the Company.
7,3 This Agreement and all aspects of the relationship between the Parties
hereto shall be construed and enforced in accordance with and governed by the
laws of the State of ISRAEL. It is hereby agreed between the Parties to this
Agreement that all disputes arising from the terms and/or subject matter of this
Agreement shall be submitted to the jurisdiction of the appropriate courts of
Tel Aviv, Israel
7.4 All notices provided for in this Agreement shall be given in writing and
shall be effective when either served by hand delivery, electronic facsimile
transmission, express overnight courier service, or by registered or certified
mail, return receipt requested, addressed to the Parties at their respective
addresses set forth below, or to such other address or addresses as either party
may later specify by written notice to the other:
If to AZF:
Address: X.X.X. Xxxxx 0, Xxxxx 00, 0 Xxx Xxxxxx Rd.
Ramat Gan, Israel,
Attention: Ilanit Appelfeld, Partner
If to the Company:
Address: 000 Xxxxxxxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxxx, CEO
7.3. The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope of any section of
this Agreement.
7.4. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
7.5. This Agreement merges and supersedes all prior and contemporaneous
Agreements, assurances, representations, and communications between the Parties
hereto.
(Signatures on Following Page)
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement under seal
effective as of the date shown above.
DYNAMIC APPLICATIONS CORP.
By (Signature): /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: CEO
Date: 3/25/08
APPELFELD ZER XXXXXX
By (Signature): /s/: Ilanit Appelfeld
Name: Ilanit Appelfeld
Title: Partner, AZF
Annex 1
