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Exhibit 10.17
AGREEMENT FOR ASSIGNMENT OF PRESENT
AND FUTURE INVENTIONS ON CERTAIN SUBJECT MATTER
This agreement made and entered into this 1st day of May, 1997, by and
between the Total Switch, Inc., a corporation existing under and by virtue of
the laws of the State of Arizona, having its principal place of business at
8655 E. Xxx Xx Xxxxxxx, Xxxxx X-000, Scottsdale, Arizona, 85258, hereinafter
referred to as ("Company"), and Xxxxxxx X. Van Zeeland of Mesa, Arizona,
hereinafter referred to as ("Inventor"), witnesseth:
Whereas, Inventor has conceived of and produced inventions relating to
"Switches with Magnetically-Coupled Armature," as more particularly set forth
in applications filed in the United States Patent Office and identified as
follows:
(1) U.S. Patent No. 5,523,730;
Allowed June 4, 1997.
(2) Serial No. 08/646,083;
Allowed February 26, 1997
Whereas, Inventor has filed applications for patents, relating to the
above referenced switches (with Magnetically-Coupled Armature), throughout the
World, and specifications in the following countries:
Canada Great Britain
China Italy
France Mexico
Germany Taiwan
Whereas, Inventor has, or may have, other new and useful improvements and
ideas relating to switches;
Whereas, Company desires to secure assignment of the inventions and
proprietary rights of Inventor in and to the above-identified applications for
United States and Worldwide patents, and in and to the inventions set forth
therein, and to any inventions relating to switches which the Inventor may
hereafter make;
Now, therefore, for and in consideration of the issuance of fifty-five
thousand (55,000) shares of the Company's Common Stock, plus a note payable due
September 1, 1997 in the amount of $20,568.70 to Xxxxxx and Xxxxxxx; and the
issuance of nine hundred thirty-five thousand (935,000) shares to the Inventor
by the Company, and other good and valuable considerations hereinafter
mentioned, it is mutually understood and agreed as follows:
ARTICLE 1. Inventor agrees at Company's request, to execute in
Company's favor, all papers which may be necessary for the transfer, by
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complete assignment, of all of Inventor's proprietary rights in and to
the above-identified applications for letters patent in the United States
and throughout the World, and of all proprietary rights in and to any
inventions which Inventor may now or make in the future relating to
switches; on the terms and under the conditions as hereinafter provided.
Inventor agrees to assign any and all licensing rights to the Company
(including the April 10, 1996 Monopanel Agreement).
ARTICLE 2. Inventor agrees at Company's request and at the Company's
expense, to make and execute and have filed in the United States Patent
Office, and in the respective offices of foreign countries, applications
for patents on such of Inventor's inventions relating to switches, as may
be deemed advisable by Company.
ARTICLE 3. Inventor agrees that Company shall have the complete
control and regulation as to filing and prosecution of application for
patents in the United States and foreign countries, upon any of Inventor's
present or future inventions relating to switches.
ARTICLE 4. Company agrees to assume all financial expenditures
necessary to prepare and prosecute Inventor's patent applications as
herein outlined, and agrees to bear all expenses incidental to the
upkeep of patent applications and patents issued thereon, such as
payment of government taxes, fees, maintenance and normal working
expenses.
ARTICLE 5. Company hereby agrees that it will defend the title to
the applications and patents and will protect and save harmless, at its
own expense, Inventor from and against any and all claims or legal
proceedings brought against Inventor for infringement of patent rights
where the claim of infringement grows out of, or relates to, the
manufacture, use or sale, or other act or thing done under the
applications or patents or this license.
ARTICLE 6. It is understood that Company shall have exclusive
control of the prosecution of suits against infringers, and shall be
entitled to retain all proceeds as a result of such suits, subject to
timely payment of any monies due to Inventor by the Company.
/s/ Xxxxxxx X. Van Zeeland
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Xxxxxxx X. Van Zeeland, Inventor
/s/ R. Xxxxxx Xxxxxx
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R. Xxxxxx Xxxxxx for Total Switch, Inc.
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