INTELLECTUAL PROPERTY ASSIGNMENT
THIS ASSIGNMENT is made effective this 9th of February 1999, by Victoria and Xxx
Xxxxxx (a.k.a. Kick Start Publishing) ("Assignor") having offices at 0000 Xxxx
Xxxxx Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx and XxxxxxxxXxxxxxx.xxx Inc.,
("Assignee") a Nevada corporation, having offices at #000-000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxx, X0X 0X0. The Assignor and Assignee
are collectively referred to herein as the "Parties".
WHEREAS, the Assignor is the owner of Greatest Escapes Travel Report and
Greatest Escapes Travel Webzine, and also if any trademark, travel names,
associated registrations, etc., specifically relating to Greatest Escapes Travel
Report and Greatest Escapes Travel Webzine.
Collectively referred to as "Property".
WHEREAS, the Assignee is interested in acquiring the Property including all
domestic and foreign rights, registrations, and applications, from the Assignor,
as part of the business to which the Property pertains, and the Assignor is
interested in transferring the Property to the Assignee.
NOW, THEREFORE, the Assignor, for the sum of one United States dollar and other
good and valuable consideration, the receipt, adequacy and sufficiency of which
is acknowledged by the Assignor:
1. Hereby sells, assigns, transfers and conveys to the Assignee, its
successors and assigns, the Assignor's entire right, title and
interest in and to the Property and its associated registrations and
applications, both domestic and foreign, together with the good will
of the business associated with and symbolized by the Property; which
for greater clarity excludes copyrights retained by authors of
materials which have been used by the Assignor, Kick Start Publishing,
and
a) Will, upon written request of Assignee, its successors and assigns,
execute reasonable documents prepared at the expense of Assignee, its
successors and assigns, to perfect its title to any and all rights in
the Property conveyed hereunder; and
b) Will retain no rights in the Property or any use thereof; and
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c) Acknowledges Assignee's rights in the Property and will make no
attempt, either directly or indirectly, to challenge those rights or
undertake any act inconsistent with Assignee's rights, including but
not limited to, attempting to register the Property or bringing any
action or proceeding to contest the validity of the Property in any
country, territory or region; and
2. The Assignor represents that as of the effective date of this
agreement the Assignor knows of no other actual or potential claims or
actions by a third parties that would impair or have a tendency to
impair the Property value of the Property.
3. The Assignee agrees that it will not use the property in any way that
would damage the good name and reputation of Xxxxxxxx Xxxxxx, Xxx
Xxxxxx or Kick Start Publishing or the Assignor. In the event that
Xxxxxxxx Xxxxxx, Xxx Xxxxxx, Kick Start Publishing or the Assignor,
notifies the Assignee that they, in their sole discretion reasonably
exercised feel that the property is being used in a way that damages
their good name and reputation, the Assignee shall immediately desist
from such use.
4. This Agreement shall be construed in accordance with the laws of British
Columbia and may not be amended in whole or in part save by the written
agreement of all the parties hereto:
IN WITNESS WHEREOF, Assignor has given legal effect to this Assignment by its
duly authorized representatives, dated February 9, 199.
Kick Start Publishing
Authorized Signatories
By: /s/ Xxxxxxxx Xxxxxx
-------------------------------------
Xxxxxxxx Xxxxxx (in her personal capacity)
By: /s/ Xxx Xxxxxx
-------------------------------------
Xxx Xxxxxx (in his personal capacity)
XxxxxxxxXxxxxxx.xxx, Inc.
/s/ [ILLEGIBLE]
---------------------------------------
Authorized Signatory
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