EXHIBIT 99.2
ASSET AND LIABILITY ASSIGNMENT AND INDEMNIFICATION AGREEMENT
This Asset and Liability Assignment and Indemnification Agreement
("Assignment and Indemnification Agreement"), effective this 29th day of March,
2005 is made by and between Tribeworks, Inc., a Delaware corporation (the
"Assignor") and Tribeworks Development Corporation, a California corporation
(the "Assignee").
GENERAL
As part of a planned reorganization, the Assignor wishes to assign,
transfer and convey unto the Assignee the entirety of the assets and liabilities
listed on the attached Schedules A, B, and C (the "Assigned Assets and
Liabilities"), and the Assignee desires to acquire the entire right, title and
interest in the Assigned Assets and Liabilities and to indemnify Assignor for
any and all associated liabilities.
The assets and liabilities that are retained by Assignor are listed on
Schedule D.
1. DEFINITIONS
For purposes of this Agreement, the following term will have the
indicated definition:
"ASSIGNED ASSETS AND LIABILITIES." Each and every asset and liability
listed, respectively, on the attached Schedules A, B, and C, which schedules may
be updated from time to time with the express written consent of both parties.
It is expected that the list of assets and liabilities shall be updated
periodically to reflect ongoing activities. Upon the close of a sale, if any, of
the Assignee, the parties shall complete a signed statement of updated Schedules
A, B, and C as of the closing date.
2. ASSIGNMENT
2.1 Assignor holds all right and title in the Assigned Assets and Liabilities
and does hereby assign, transfer and convey to the Assignee and its successors
and assigns the entire right, title and interest to and under the Assigned
Assets and Liabilities, and Assignee accepts such assignment in its entirety.
2.2 The Assignee shall do everything reasonably within its power to transfer
right, title and interest in the Assigned Assets and Liabilities into its name,
including but not limited to securing acceptances of assignment, negotiating
release and settlement agreements, and the making of filings.
2.3 Assignor shall promptly upon request of the Assignee, its heirs, successors
and assigns execute and deliver without further compensation any necessary power
of attorney, further documentation of assignment, application, whether original,
continuation, divisional or reissue, or other papers that may be necessary or
desirable to fully secure to the Assignee, its heirs, successors and assigns all
right, title and interest in and to the Assigned Assets and Liabilities.
3. DELIVERY
The Assignor agrees to deliver all tangible manifestations, books, and
records relating to the Assigned Assets and Liabilities to the Assignee as soon
as is practical; however, Assignor shall have the right to keep such books and
records, or copies thereof, as may be necessary for its record-keeping purposes.
The parties agree to provide ongoing
4. REPRESENTATIONS AND WARRANTIES
4.1 The Assignor represents and warrants to the Assignee that:
Assignor has all right, title and interest in the Assigned Assets and
Liabilities ; and
4.2 The Assignee represents and warrants to the Assignor that:
Assignee has all right, power and authority necessary to accept the
assignment of the Assigned Assets and Liabilities from Assignor and to indemnify
Assignor against associated liabilities.
5. NON - ASSIGNABLE ASSETS AND LIABILITIES
The Parties acknowledge that some of the assets and liabilities listed
on Schedules A, B, and C may be unassignable and/or dormant and best left as is,
and in such circumstances it is agreed that such assets and/or liabilities shall
none-the-less be treated as though assigned between the Parties, with Assignee
specifically and fully indemnifying Assignor against any associated liability,
claims, and costs.
6. INDEMNIFICATION
Assignee agrees to indemnify and defend Assignor against all claims,
causes of action, damages, judgments, costs or expenses, including attorneys'
fees and other litigation costs, which may in any way arise from the Assigned
Assets and Liabilities, including those on Schedules A and B and also including
any unassignable Assets or Liabilities, including the Unassignable Liabilities
designated as indemnified on Schedule C.
7. PAST DUE ACCOUNTING FEES
The Assignee agrees to pay Assignor $14,957.40 in past due accounting
fees owed to Xxxxxx & Xxxxxx, according to a mutually agreeable schedule, and
both Assignee and Assignor agree to book this obligation as an accounting entry
on their respective general ledgers.
8. GENERAL PROVISIONS
8.1 EFFECT ON SUCCESSORS. This Assignment and each of its provisions shall be
binding on and shall inure to the benefit of the respective successors and
assigns of the parties hereto.
8.2 WAIVER, AMENDMENT, MODIFICATION. No waiver, amendment or modification,
including those by custom, usage of trade, or course of dealing, of any
provision of this Agreement will be effective unless in writing and signed by
the party against whom such waiver, amendment or modification is sought to be
enforced. No waiver by any party of any default in performance by the other
party under this Agreement or of any breach or series of breaches by the other
party of any of the terms or conditions of this Agreement shall constitute a
waiver of any subsequent default in performance under this Agreement or any
subsequent breach of any terms or conditions of that Agreement. Performance of
any obligation required of a party under this Agreement may be waived only by a
written waiver signed by a duly authorized officer of the other party, that
waiver shall be effective only with respect to the specific obligation described
in that waiver.
8.3 SEVERABILITY. If any provision of this Agreement is found invalid or
unenforceable under judicial decree or decision, the remainder shall remain
valid and enforceable according to its terms. Without limiting the previous, it
is expressly understood and agreed that each and every provision of this
Agreement that provides for a limitation of liability, disclaimer of warranties,
or exclusion of damages is intended by the parties to be severable and
independent of any other provision and to be enforced as such. Further, it is
expressly understood and agreed that if any remedy under this Agreement is
determined to have failed of its essential purpose, all other limitations of
liability and exclusion of damages set forth herein shall remain in full force
and effect.
8.4 GOVERNING LAW. This Agreement shall be governed by the laws of the State of
California applicable to Agreements made and fully performed in State of
California.
We have carefully reviewed this contract and agree to and accept its
terms and conditions. We are executing this Agreement as of the day and year
first written above.
ASSIGNOR ASSIGNEE
__________________________________ __________________________________
Tribeworks, Inc. Tribeworks Development Corporation
__________________________________ __________________________________
Name Name
__________________________________ __________________________________
Title Title
