EXHIBIT 6.2
ASSIGNMENT OF COPYRIGHT
THIS AGREEMENT dated the 18th day of September, 1998,
BETWEEN:
XXX XXXXXXXXX, Businessman, of 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx #0, Xxxx Xxxxx, Xxxxxxxxxx, 00000
(the "ASSIGNOR")
AND:
DIPPY FOODS, INC., a company incorporated under the laws of Nevada and
having its principal office located at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxx, 00000
(the "ASSIGNEE")
WHEREAS:
A. pursuant to a Certificate of Registration (#VAu 349-399) dated March 18,
1997, the Assignor is the legal and beneficial owner of the registered
copyright for the Dippy Foods Cover Art (the "COPYRIGHT"), a copy of which
is attached hereto as Schedule "A";
B. the Assignor has agreed to sell and convey all of his right, title and
interest in the Copyright to the Assignee, subject to the terms and
conditions contained in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
the mutual promises, covenants, conditions, representations and warranties
hereinafter contained and the sum of Ten ($10.00) Dollars now paid by the
Assignee to the Assignor and for other good and valuable consideration, the
receipt of which is hereby acknowledged, and subject to the terms and conditions
hereinafter set out, the parties hereto have agreed and do hereby agree as
follows:
ARTICLE 1
ASSIGNMENT OF COPYRIGHT
1.1 The Assignor irrevocably and unconditionally assigns, grants, transfers and
sets over unto the Assignee as and from the 18th day of September, 1998, all of
the Assignor's right, title and interest in the Copyright and any other benefits
and advantages to be derived from the Copyright.
1.2 The purchase price payable to the Assignor for the Copyright is the
aggregate sum of $8,500.00 (the "PURCHASE PRICE").
1.3 The Purchase Price will be paid by the Assignee to the Assignor by the
issuance of 850,000 Common Capital Shares in the stock of the Assignee.
2
ARTICLE 2
ASSIGNOR'S REPRESENTATIONS, WARRANTIES, AND COVENANTS
2.1 The Assignor represents, warrants, and covenants to the Assignee that:
(a) the Assignor has good right, full power and absolute authority to
assign its interest in the Copyright to the Assignee;
(b) with the exception of this Agreement, no person other than the
Assignor has any right, present or future, contingent or absolute, to
purchase or acquire an interest in the Copyright or to require the
Assignor to grant an option or right to purchase the Copyright; and
(c) the Assignor holds the legal title of the Copyright in trust for the
Assignee.
ARTICLE 3
ASSIGNEE'S AUTHORITY TO ACCEPT ASSIGNMENT OF THE COPYRIGHT
3.1 The Assignee represents and warrants to the Assignor that it has good
right, full power and absolute authority to accept the assignment of the
Assignor's interest in the Copyright.
ARTICLE 4
SEVERABILITY
4.1 If any one or more of the provisions contained herein should be invalid,
illegal or unenforceable in any respect in any jurisdiction, the validity,
legality and enforceability of such provisions shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
ARTICLE 5
FURTHER ASSURANCES
5.1 Each of the parties covenants and agrees, from time to time and at all
times, to do all such further acts and execute and deliver all such further
deeds and documents as shall be reasonably required in order to fully perform
and carry out the terms and intent of this Agreement.
ARTICLE 6
GOVERNING LAW
6.1 This Agreement and all provisions hereof shall be governed by and construed
in accordance with the laws of the State of California and of the United Stated
applicable therein and shall be treated in all respects as a California
contract.
3
ARTICLE 7
ENUREMENT
7.1 This Assignment shall extend and enure to the benefit of the Assignee, and
its successors and assigns and shall be binding upon the Assignor and his
respective successors and assigns.
ARTICLE 8
HEADINGS, ET AL
8.1 The division of this Agreement into sections and the insertion of headings
are for convenience and reference only and shall not affect the construction or
interpretation of this Agreement.
IN WITNESS WHEREOF the parties hereto signed this Agreement as of the day
and year first above written.
SIGNED, SEALED and DELIVERED )
by in the presence of: )
)
"Xxxx Xxxxxxxxx" )
---------------------------------- )
Signature of Witness )
) "XXX XXXXXXXXX"
) ------------------------
Xxxx Xxxxxxxxx ) XXX XXXXXXXXX
---------------------------------- )
Print Name )
)
0000 Xxxx Xxxxxx 1B )
---------------------------------- )
Address )
)
Sales )
---------------------------------- )
Occupation )
)
)
The Common Seal of )
DIPPY FOODS, INC. )
affixed was hereunto in the presence of: )
)
"XXXX XXXXXXXXX" ) C/S
------------------------------------ )
Authorized Signatory )
)
)
Authorized Signatory )
This is page 3 of the Assignment of Copyright between XXX XXXXXXXXX and DIPPY
FOODS, INC. dated the 18th day of September, 1998.
