INTELLECTUAL PROPERTY ASSIGNMENT
THIS AGREEMENT dated this day of, 199
BETWEEN:
GLOBALNETCARE, INC., a Florida company located at 950-2000
XxXxxx College, Xxxxxxxx, Xxxxxx, X0X 0X0.
("GlobalNetCare")
AND:
XXXXXXX XXXXX, XXXXXX XXXXXXX, XXXX PEDAFRONIMOS,
XXXXX XXXXXXXX and XX. XXXXX XXXXXX.
(collectively the "Directors")
WHEREAS:
A. GlobalNetCare is in the business of providing medical information
and advertising the services of others on its internet web site at
xxx.xxxxxxxxxxxxx.xxx (the "Web Site"); and
B. The Directors are currently serving as directors of GlobalNetCare .
IN CONSIDERATION of the premises and covenants contained herein, the
payment of ten dollars ($10.00) by GlobalNetCare to the Directors, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties agree as follows:
1. Definitions
-----------------
In this Agreement, the expressions following shall have the meanings
indicated below, unless the context otherwise requires:
1.1 "including" means including without limitation or prejudice to the
generality of any description, definition, term or phrase preceding that word
and the word "include" and its derivatives shall be construed accordingly.
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1.2 "created" means developed, created, generated, conceived, reduced to
practice or learned of.
1.3 "Trade Secret" means information, including a formula, pattern,
compilation, program, device, product, method, technique or process, that
(a) is used, or may be used, in business or for any commercial
advantage,
(b) derives independent economic value, actual or potential, from
not being generally known to the public or to other persons
who can obtain economic value from its disclosure or use,
(c) is the subject of reasonable efforts to prevent it from
becoming generally known, and
(d) the disclosure of which would result in harm or improper
benefit.
1.4 "Customers" includes all viewers and visitors to the Web Site.
1.5 "Confidential Information" includes all Trade Secrets of GlobalNetCare
and includes information contained in or related to:
(a) any and all versions of GlobalNetCare's proprietary software
(including the software program known as "The Pythian System"),
hardware, firmware, data and documentation;
(b) other proprietary software, hardware, firmware, data, documentation
and information previously, now or later, created, developed,
produced or distributed by GlobalNetCare (including any such software,
hardware, firmware, data, documentation and information created,
produced, distributed, or made known by the Directors during the
period of or arising out of the Directors' service to GlobalNetCare;
(c) GlobalNetCare's business methods and practices;
(d) compilations of data or information concerning GlobalNetCare's
business and its Customers;
(e) the names of GlobalNetCare's suppliers, advertisers, physicians and
Customers and
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the nature of GlobalNetCare's relationships with these
suppliers, advertisers, physicians and Customers;
(f) information obtained from GlobalNetCare's Customers or compilations
of data from such information;
(g) the technology, systems, improvements, plans and technology used or
proposed to be used by GlobalNetCare; and,
(h) any other information not generally known to the public (including
information about GlobalNetCare's operations, personnel, products or
services) which, if misused or disclosed could have a reasonable possibility
of adversely affecting the business of GlobalNetCare,
but does not include any of the foregoing which is or becomes information that
is generally known in the area of business in which GlobalNetCare is engaged or
is otherwise accessible through lawful, non-confidential sources.
1.6 "Works" includes all discoveries, developments, designs, improvements,
inventions, ideas, creations, algorithms, drawings, compilations of information,
analysis, experiments, reports, formulae, methods, processes, techniques,
computer software programs and all developer's notes, tools, libraries,
utilities and documentation therefor (including the software program known as
"The Pythian System"), flowcharts, specifications and source code listings,
strategies, know-how, literary and other copyrightable works, trade-marks,
domain names and data, and includes any modifications or improvements thereto,
whether or not patentable or registrable under patent, copyright, trade-xxxx or
similar statutes, that are created by the Directors, either alone or jointly
with others, that are related to or useful in the business of GlobalNetCare, or
result from tasks done by the Directors on behalf of GlobalNetCare, or result
from the use of premises or property (including equipment, software, firmware,
data, supplies, facilities, or GlobalNetCare's Confidential Information) owned,
leased, licensed or contracted for by GlobalNetCare, and whether created before,
on or after the date of this Agreement.
1.7 "Intellectual Property Rights" means any and all and all legal
protection recognized by the
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law (whether by statute, common law or otherwise)
in respect of the Works, including trade secret and confidential information
protection, patents, domain names and domain name registration, copyright and
copyright registration, industrial design registration and trade-marks and
trade-xxxx registrations and other registrations or grants of rights analogous
thereto;
2. Representations and Warranties
-------------------------------------------------
2.1 The Directors hereby represent and warrant to GlobalNetCare that the
Directors have not:
(a) registered, used or applied to register, except as requested by
GlobalNetCare, a domain name or trade-xxxx using the words "Pythian",
"Global", "Net", or "Care", or using portions or combinations of
such words;
(b) registered or applied to register a copyright for, or including,
any works used by GlobalNetCare, including the Works;
(c) patented or applied to patent any of the Works; and
(d) except as requested by GlobalNetCare, disclosed the Confidential
Information to any other person.
3. Non-Disclosure
------------------------
3.1 Except upon the express authorization or direction by GlobalNetCare, the
directors shall not, during the term of service with, or at any other time after
such service is terminated, for any reason or cause whatsoever, disclose to or
discuss with any other person in any manner whatsoever the Confidential
Information.
3.2 At all times during and subsequent to the termination of the Directors'
services to GlobalNetCare, the Directors shall not use, reproduce or take
advantage of the Confidential Information for the purpose of creating,
maintaining, or marketing or aiding in the creation,
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maintenance or marketing of
any product or service which is competitive with any product or service
developed, owned, licensed, sold or marketed by GlobalNetCare.
3.3 Upon the request of GlobalNetCare, and in any event upon the termination
of the provision of Directors' services to the Company, the Directors shall
immediately return to GlobalNetCare all materials, including all copies in
whatever form or media, containing the Confidential Information which are in the
Directors' possession or under the Directors' control or which are in the
possession or under the control of any persons for whom the Directors are
legally responsible.
4. Assignment
------------------
4.1 All Works shall be the sole property of GlobalNetCare and its assigns,
and GlobalNetCare and its assigns shall be the sole owners of all of the
Intellectual Property Rights. The Directors hereby assign to GlobalNetCare any
and all rights the Directors now have or may hereafter acquire in all of the
Works. The Directors shall assist GlobalNetCare in every reasonable way (but at
GlobalNetCare's expense) to obtain, modify and from time to time enforce all of
the Intellectual Property Rights in all countries, and to that end the Directors
shall execute all documents for use in applying for, modifying and obtaining all
of the Intellectual Property Rights and enforcing all of the Intellectual
Property Rights, as GlobalNetCare may desire, together with any assignments
thereof to GlobalNetCare or persons designated by it.
4.2 The Directors' obligation to assist GlobalNetCare in obtaining and
enforcing the Intellectual Property Rights shall continue beyond the period of
time of service to GlobalNetCare, but GlobalNetCare shall compensate the
Directors at a reasonable rate after such period for time actually spent by the
Directors at GlobalNetCare's request on such assistance. In the event
GlobalNetCare is unable, after reasonable effort, to secure the Directors'
signatures on any documents needed to apply for, modify or prosecute any of the
Intellectual Property Rights, whether because of physical or mental incapacity
or for any other reason whatsoever, the Directors
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hereby irrevocably grant to
GlobalNetCare and its duly authorized officers and agents a power of attorney to
act for and in the Directors' behalf and stead to execute and file any such
application or applications and to do all other lawfully permitted acts to
further the prosecution and issuance of the Intellectual Property Rights thereon
with the same legal force and effect as if issued by the Directors.
4.3 GlobalNetCare, its assignees and licensees, are not required to
designate the Directors as the author of any Works. The Directors hereby waive
in whole all moral rights which the Directors may have in the Works, including
the right to the integrity of the Works, the right to be associated with the
Works, the right to restrain or claim damages for any distortion, mutilation or
other modification of the Works and the right to restrain use or reproduction of
the Works in any context and in connection with any product, service, cause or
institution.
5. Enforcement
-------------------
5.1 The Directors acknowledge and agree that damages may not be an adequate
remedy to compensate GlobalNetCare for any breach of the Directors' obligations
contained in this Agreement and, accordingly, the Directors agree that in
addition to any and all other remedies available to GlobalNetCare, GlobalNetCare
shall be entitled to obtain relief by way of temporary or permanent injunction
to enforce the obligations contained in this Agreement.
6. General
-------------
6.1 This Agreement shall be governed by and interpreted in accordance with
the laws of the Province of British Columbia and the laws of Canada applicable
in British Columbia. In the event of any dispute or other proceeding under this
Agreement, the Directors hereby irrevocably attorn to the non-exclusive
jurisdiction of the Courts of British Columbia.
6.2 If any provision of this Agreement is wholly or partially unenforceable
for any reason, such unenforceable provision or part thereof shall be deemed to
be omitted from this Agreement without in any way invalidating or impairing the
other provisions of this Agreement.
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6.3 The rights and obligations under this Agreement shall survive the
termination of the Directors' services to GlobalNetCare and shall be binding
upon the Directors' heirs, executors and administrators and shall enure to the
benefit of the successors and assigns of GlobalNetCare.
6.4 No failure or delay on the part of GlobalNetCare in exercising any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any
other further exercise thereof or the exercise of any further right, power or
remedy.
6.5 The Directors have read this Agreement, having been given sufficient
time to do so thoroughly, and understand it and agree to its terms and the
Directors' obligations hereunder. The Directors have been given the opportunity
by GlobalNetCare to obtain independent legal advice concerning the
interpretation and effect of this Agreement. The Directors hereby acknowledge
having received a fully executed copy of this Agreement.
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IN WITNESS WHEREOF this Agreement has been executed by the parties on
the date set out above.
GLOBALNETCARE, INC.
/s/ Nick Pedafronimos
---------------------------------------
Per: Authorized Signatory
SIGNED, SEALED and
DELIVERED by )
XXXXXXX XXXXX
in the presence )
of: )
) /s/ Xxxxxxx Xxxxx
/s/ Xxxxxx X. Power ) ---------------------------
--------------------------- ) XXXXXXX XXXXX
Signature )
Xxxxxx X. Power )
------------------------------ )
Print Name )
#905 - 1050 Burrard St)
--------------------------------)
Address )
Xxxxxxxxx, XX X0X 0X0)
-----------------------------------
Businessman )
------------------------------ )
Occupation )
SIGNED, SEALED and
DELIVERED by )
XXXXXX XXXXXXX
in the presence )
of: )
) /s/ Xxxxxx Xxxxxxx
/s/ Xxxxxx Lalach ) -----------------------------
-----------------------------) XXXXXX XXXXXXX
Signature )
)
Xxxxxx Lalach )
------------------------------)
Print Name )
265 Xxxxx Xxxxxxxx )
------------------------------ )
Address )
Beaconsfield, Quebec)
--------------------------------)
Businessman )
---------------------------------)
Occupation )
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SIGNED, SEALED and
DELIVERED by )
NICK PEDAFRONIMOS)
in the presence )
of: ) /s/ Nick Pedafronimos
/s/ Xxxxxx Lalach ) ---------------------------------
------------------------- ) NICK PEDAFRONIMOS
Signature )
)
Xxxxxx Lalach )
--------------------------)
Print Name )
265 Xxxxx Xxxxxxxx )
---------------------------)
Address )
Beaconsfield, Quebec)
--------------------------------)
Businessman )
---------------------------------)
Occupation )
SIGNED, SEALED and
DELIVERED by )
XXXXX XXXXXXXX
in the presence )
of: )
/s/ Xxxxx Xxxxxxxx
/s/ Xxxxxx Lalach ) ----------------------------
------------------------- ) XXXXX XXXXXXXX
Signature )
)
Xxxxxx Lalach )
--------------------------)
Print Name )
265 Xxxxx Xxxxxxxx )
---------------------------)
Address )
Beaconsfield, Quebec)
--------------------------------)
Businessman )
---------------------------------)
Occupation )
SIGNED, SEALED and
DELIVERED by )
XX. XXXXX XXXXXX
in the presence )
of: )
) /s/ Xx. Xxxxx Xxxxxx
/s/ X. Xxxxxx ) --------------------------------
-------------------------- ) XX. XXXXX XXXXXX
Signature )
)
X. Xxxxxx )
-----------------------------)
Print Name )
105-6255 Pl. NorthCrest)
----------------------------------)
Address )
Montreal, Quebec )
-----------------------------------)
Medical Secretary )
-----------------------------------)
Occupation )
This is page 9 of an Intellectual Property Assignment
Agreement between GlobalNetCare, Inc. and Xxxxxxx Xxxxx,
Xxxxxx Xxxxxxx, Xxxx Pedafronimos, Xxxxx Xxxxxxxx
and Xx. Xxxxx Xxxxxx dated -------------------------------------
