Exhibit 10.14
CROSS CONVEYANCE AND JOINT OWNERSHIP AGREEMENT
This Joint Ownership Agreement (this "Agreement"), dated __________, 2004
is entered into between LSI Title Company, a California corporation ("LSI") and
Rocky Mountain Support Services, Inc., an Arizona corporation ("RMSS"). Each of
LSI and RMSS shall hereinafter be referred to as a "Party" and, collectively, as
the "Parties."
WHEREAS, LSI has been developing software known between the Parties as
eLenderSolutions as more particularly described on Exhibit A
("eLenderSolutions");
WHEREAS, RMSS and LSI have each paid for a portion of the development of
eLenderSolutions;
WHEREAS, the Parties believe that it is in their respective interests to
share in ownership of eLenderSolutions;
NOW THEREFORE, in consideration of the mutual covenants and the promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, intending to be
legally bound hereby, agree as follows:
1. Grant of Ownership.
1.1 Each of LSI and RMSS grants, conveys, assigns and sets over to the
other, and each of LSI and RMSS accepts from the other, any and all
rights that each has in eLenderSolutions, such that both LSI and
RMSS have an undivided interest in and are joint owners of all
right, title and interest, including copyrights, in and to
eLenderSolutions and any related documentation held by either of
them heretofore.
2. Development.
2.1 The Parties agree to conduct good faith negotiations to enter into a
joint development agreement for eLenderSolutions (a "Joint
Development Agreement").
3. Delivery
3.1 Each Party must deliver a copy of the version of eLenderSolutions in
their possession as of the date of this Agreement, including all
source code, object code and related documentation, to the other
Party within ten (10) days following a written request by the other
Party for such delivery.
4. Confidentiality.
4.1 eLenderSolutions and any related documentation are the confidential
and proprietary property of both RMSS and LSI and, subject to any
contrary position in a Joint Development Agreement as effective (if
at all), neither Party shall disclose such confidential and
proprietary information to any third party, other than to (a) third
party consultants and developers under written obligations of
nondisclosure comparable to those herein, (b) competent regulators,
auditors or attorneys of the receiving Party after having been given
notice of its confidential nature, or (c) pursuant to enforceable
judicial process or other legal compulsion.
5. Further Assurances.
5.1 Upon request of either Party, the other shall take such actions and
execute and deliver such documents as may be reasonably requested to
record, perfect, register, or otherwise memorialize the allocation
of title in intellectual property contemplated herein, at the
expense of the requesting Party.
6. Notices
6.1 Except as otherwise provided under this Agreement, all notices,
demands or requests or other communications required or permitted to
be given or delivered under this Agreement shall be in writing and
shall be deemed to have been duly given when received by the
designated recipient. Written notice may be delivered in person or
sent via reputable courier service and addressed as set forth below:
If to RMSS: Rocky Mountain Support Services, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: General Counsel
with a copy to:
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Attn:
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If to LSI: LSI Title Company
00000 Xxx Xxxxxx Xxx.
Xxxxxx, XX 00000
Attn:
with a copy to: Fidelity National Information Services, Inc.
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: General Counsel
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6.2 The address to which such notices, demands, requests, elections or
other communications are to be given by either Party may be changed
by written notice given by such Party to the other Party pursuant to
this Section.
7. Miscellaneous.
7.1 This Agreement shall be governed by, and construed in accordance
with, the laws of California. The Parties hereby submit to the
personal jurisdiction of the state and federal courts in the State
of California for the purpose of adjudication of all matters arising
hereunder or relating hereto which may be the subject of litigation
between the Parties.
7.2 This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter hereof and supersedes and
integrates all prior and contemporaneous agreements, representations
and understandings of the Parties, oral and written, pertaining to
the subject matter hereof. No supplement, modification or amendment
of this Agreement shall be binding unless in a writing executed by
both Parties.
7.3 Headings used herein are for the convenience of the Parties and
shall not be deemed part of the Agreement or used in its
construction.
7.4 This Agreement may not be assigned by either of the Parties without
the prior written consent of the other Party. This Agreement is
binding on the successors and assigns of each Party.
7.5 Nothing herein is intended to create, and shall not be asserted or
construed to create, a joint venture, partnership or agency of any
nature between the Parties. Except as specifically set forth herein,
each Party assumes sole and full responsibility for its acts and the
acts of its directors, officers, employees, agents and affiliates.
Neither Party has any authority to make commitments or enter into
contracts on behalf of, bind, or otherwise obligate the other Party
in any manner whatsoever except as specifically set forth herein.
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as
of the date first written above.
ROCKY MOUNTAIN SUPPORT SERVICES, INC. LSI TITLE COMPANY
By: By:
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Print: Print:
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Title/Capacity: Title/Capacity:
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Date: Date:
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