INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This Agreement is entered as of March 14, 2003 by and between Juris
Travel, a Nevada corporation (the "Company"), and Xxxxxxxx Xxxxxxxx, an
individual ("Assignor").
1. Assignment
Assignor hereby assigns to the Company exclusively throughout the world
all right, title and interest (xxxxxx or inchoate) in (i) the subject matter
referred to in Exhibit A ("Technology"), (ii) all precursors, portions and
work in progress with respect thereto and all works of authorship, mask
works, information, know-how, materials and tools relating thereto or to the
development, support or maintenance thereof and (iii) all copyrights, patent
rights, trade secret rights, trademark rights, mask works rights and all
other intellectual and industrial property rights of any sort and all
business, contract rights and goodwill in, incorporated or embodied in, used
to develop, or related to any of the foregoing (collectively "Intellectual
Property").
2. Consideration
The Company agrees to issue to Assignor Fifty Thousand (50,000) shares
of restricted common stock of the Company on the date of this Agreement. Such
shares shall be the only consideration required of the Company with respect
to the subject matter of this Agreement. The certificates for the shares will
bear the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A
CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH
RESPECT TO SUCH SHARES, OR AN OPINION SATISFACTORY TO THE ISSUER AND
ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE
ACT.
3. Further Assurances; Moral Rights; Competition; Marketing
3.1 Assignor agrees to assist the Company in every legal way to
evidence, record and perfect the Section 1 assignment and to apply
for and obtain recordation of and from time to time enforce,
maintain, and defend the assigned rights. If the Company is unable
for any reason whatsoever to secure the Assignor's signature to any
document it is entitled to under this Section 3.1, Assignor hereby
irrevocably designates and appoints the Company and its duly
authorized officers and agents, as her agents and attorneys-in-fact
with full power of substitution to act for and on her behalf and
instead of Assignor, to execute and file any such document or
documents and to do all other lawfully permitted acts to further
the purposes of the foregoing with the same legal force and effect
as if executed by Assignor.
3.2 To the extent allowed by law, Section 1 includes all rights of
paternity, integrity, disclosure and withdrawal and any other
rights that may be known as or referred to as "moral rights,"
"artist's rights," "droit moral" or the like (collectively "Moral
Rights"). To the extent Assignor retains any such Moral Rights
under applicable law, Assignor hereby ratifies and consents to, and
provides all necessary ratifications and consents to, any action
that may be taken with respect to such Moral Rights by or
authorized by Company; Assignor agrees not to assert any Moral
Rights with respect thereto. Assignor will confirm any such
ratifications, consents and agreements from time to time as
requested by Company.
4. Confidential Information
Assignor will not use or disclose anything assigned to the Company
hereunder or any other technical or business information or plans of the
Company, except to the extent Assignor (i) can document that it is generally
available (through no fault of Assignor) for use and disclosure by the public
without any charge, license or restriction, or (ii) is permitted to use or
disclose such information or plans pursuant to the written consent of the
Company. Assignor recognizes and agrees that there is no adequate remedy at
law for a breach of this Section 4, that such a breach would irreparably harm
the Company and that the Company is entitled to equitable relief (including,
without limitations, injunctions) with respect to any such breach or
potential breach in addition to any other remedies.
5. Warranty
Assignor represents and warrants to the Company that the Assignor: (i)
was the sole owner (other than the Company) of all rights, title and interest
in the Intellectual Property and the Technology, (ii) has not assigned,
transferred, licensed, pledged or otherwise encumbered any Intellectual
Property or the Technology or agreed to do so, (iii) has full power and
authority to enter into this Agreement and to make the assignment as provided
in Section 1, (iv) is not aware of any violation, infringement or
misappropriation of any third party's rights (or any claim thereof) by the
Intellectual Property or the Technology, (v) was not acting within the scope
of employment by any third party when conceiving, creating or otherwise
performing any activity with respect to anything purportedly assigned in
Section 1, and (vi) is not aware of any questions or challenges with respect
to the Intellectual Property.
6. Miscellaneous
This Agreement is not assignable or transferable by Assignor without the
prior written consent of the Company; any attempt to do so shall be void. Any
notice, report, approval or consent required or permitted hereunder shall be
in writing and will be deemed to have been duly given if delivered personally
or mailed by first-class, registered or certified U.S. mail, postage prepaid
to the respective addresses of the parties as set below (or such other
address as a party may designate by ten (10) days notice). No failure to
exercise, and no delay in exercising, on the part of either party, any
privilege, any power or any rights hereunder will operate as a waiver
thereof, nor will any single or partial exercise of any right or power
hereunder preclude further exercise of any other right hereunder. If any
provision of this Agreement shall be adjudged by any court of competent
jurisdiction to be unenforceable or invalid, that provision shall be limited
or eliminated to the minimum extent necessary so that this Agreement shall
otherwise remain in full force and effect and enforceable. This Agreement
shall be deemed to have been made in, and shall be construed pursuant to the
laws of the State of Nevada and the United States without regard to conflicts
of laws provisions thereof. The prevailing party in any action to enforce
this Agreement shall be entitled to recover costs and expenses including,
without limitation, attorneys' fees. Any waivers or amendments shall be
effective only if made in writing and signed by a representative of the
respective parties authorized to bind the parties. Both parties agree that
this Agreement is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written
and oral agreements and communications relating to the subject matter of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first indicated above.
Company:
Juris Travel, a Nevada Corporation
By: /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx, President
0000 Xxxx Xxxxxxxx Xxxx
Xxxxx X-0
Xxx Xxxxx, Xxxxxx 00000
Assignor:
/s/ Xxxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxxxx a/k/a Xxxxxxxx Xxxxxxxx Xxxxxxx
000 Xxxx Xxxxxxxx Xxx.
Xxxxxxx Xxxxx, Xxxxxxx 00000
EXHIBIT A
ASSIGNED TECHNOLOGY AND INTELLECTUAL PROPERTY
Registered Trademark-BED & BISCUIT INN Serial Number: 76145078
Tradename-BED & BISCUIT INNS OF AMERICA, INC.
LOGO:
URL (website address): www.bedand xxxxxxxxxx.xxx
All content (copyrights) on/ od website.
Tradename: groomingdale's
Slogan: "We Are your Pet's Home Away From Home"
Other IP: All additional Intellectual Property that relates to the Bed &
Biscuit Inn, including and derivations thereof, affiliated or like concepts,
etc.
