Technology Assignment Agreement - United Communications Hub Inc. and Data-Disk Technology Inc.
EXHIBIT B - FORM OF ASSIGNMENT OF IP
Technology Assignment Agreement
This Technology Assignment Agreement ("Agreement") is entered into effective
March 14, 2002. between UNITED COMMUNICATIONS HUB, INC., a California
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corporation ("Company") and DATA-DISK TECHNOLOGY, INC., a Delaware corporation
("Developer").
1. Assignment Developer hereby assigns to the Company exclusively
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throughout the world all right, title and interest (choate and inchoate) in (i)
the subject matter referred to in Exhibit A("Technology"), (ii) all precursors,
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portions and work in progress with respect thereto and all inventions, works of
authorship, mask works, technology, information, know-how, materials and tools
relating thereto or to the development, support or maintenance thereof and (iii)
all copyrights, patent rights, trade secrets, trademark rights, mask works
rights and all other intellectual and industrial property rights of any sort and
all business, contract rights, causes of action 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 Developer 150,000 shares
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of common stock of the Company effective as of the date of this Agreement
pursuant to the Asset Purchase Agreement of even date between the Company and
Developer. Such shares shall be the only consideration required of the Company
with respect to the subject matter of this Agreement.
3. Further Assurances: Competition: Marketing. Developer agrees to assist
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the Company in every legal way to evidence, record and perfect the Section I
assignment and to apply for any 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 Developer's signature to any document it is
entitled to under the Section 3, Developer hereby irrevocably designates and
appoints the Company and its duly authorized officer and agents, as its agents
and attorneys-in-fact with full power of substitution to act for and on its
behalf and instead of Developer, to execute and file any such document or
documents and to do all other lawful permitted acts to further the purposes of
the foregoing with the same legal force and effect as if executed by Developer.
4. Confidential Information. Developer will not use or disclose anything
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assigned to the Company hereunder or any other technical or business information
or plans of the Company, except to the extent Developer can document that it is
generally available (through no fault of Developer) for use and disclosure by
the public without any chare, license or restriction. Developer 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. Developer represents and warrants to the Company that the
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Developer: (i) was the sole owner 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,
and (vi) is not aware of any questions or challenges with respect to the
patentability or validity of any claims of any existing patents or patent
applications relating to the Intellectual Property.
6. Miscellaneous. This Agreement is not assignable or transferable by
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Developer 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
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respective addresses of the parties as set below (or such other address as a
party may designate on 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 prelude further exercise of nay
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 to that
this agreement shall otherwise remaining 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 California and the United States without
regard to conflicts of laws provisions thereof. The prevailing party to any
action to enforce this Agreement shall be entitled to recover costs and expenses
including, without limitation, attorneys' fees. The terms of this Agreement are
confidential to the Company and no press release or other written or oral
disclosure of any nature regarding the compensation terms of this Agreement
shall be made by Developer without the Company's prior written approval;
however, approval for such disclosure shall be deemed given to the extent such
disclosure is required to comply without governmental rules. 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 related to the subject matter of
this Agreement,
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first set forth above.
UNITED COMMUNICATIONS HUB, INC., DATA-DISK TECHNOLOGY, INC.,
A California Corporation A Delaware Corporation
By: /s/ Larry Wilcox By: /s/Thomas Francis Clark
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Larry Wilcox, CEO Thomas F. Clark, CEO
Exhibit A - Description of Technology
Compact, mobile universal digital products with a large capacity for
memory and delivery of a wide array of digital information and data,
including - but to limited to -mobile digital computing disks capable
of storing an individual's complete medical records or an individual's
genome (DNA make-up).
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ASSIGNMENT OF PATENT
For good and valuable consideration, receipt of which is hereby acknowledged,
the undersigned DATA-DISK TECHNOLOGY, INC., a Delaware corporation ("Assignor")
hereby assigns to UNITED COMMUNICATOS HUB, INC., a California corporation
("Assignee") all right, title and interest in and to letters of patent of the
United States No. 5,731,629 dated March 24, 1998 issued to Lloyd Harold Woodward
and assigned to Assignor for "personal memory devices carried by an individual
which can be read and written to."
Executed on March 13, 2002.
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DATA-DISK TECHNOLOGY, INC.,
A Delaware Corporation
By: /s/ Thomas Francis Clark
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Tom Clark, CEO
[Attach Acknowledgement of Notary Public]
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/s/ illegible
Commission expires 12/31/03
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ASSIGNMENT OF TRADEMARK
For good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned DATA-DISK TECHNOLOGY, INC., a Delaware corporation
("Assignor") hereby assigns to UNITED COMMUNICATIOS HUB, INC., a California
corporation ("Assignee") all right, title and interest in and to the
trademark/servicemark "Memory Beyond Words" which is registered under Reg. No.
2,135,456 dated February 10, 1998, in the United States Patent and Trademark
Office.
Executed on March 13, 2002.
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DATA-DISK TECHNOLOGY, INC.,
A Delaware Corporation
By: /s/ Thomas Francis Clark
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Tom Clark, CEO
[Attach Acknowledgement of Notary Public]
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/s/ illegible
Commission expires 12/31/03
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ASSIGNMENT OF TRADEMARK
For good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned DATA-DISK TECHNOLOGY, INC., a Delaware corporation
("Assignor") hereby assigns to UNITED COMMUNICATIOS HUB, INC., a California
corporation ("Assignee") all right, title and interest in and to the trademark
"Medi-Tag" which was published on May 28, 1996, as Serial No. 74/646,213 in
accordance with Section 12(a) of the Trademark Act of 1946, as amended and which
is registered under No. dated in the United States Patent and
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Trademark Office,
Executed on March 13, 2002.
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DATA-DISK TECHNOLOGY, INC.,
A Delaware Corporation
By: /s/ Tom Francis Clark
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Tom Clark, CEO
[Attach Acknowledgement of Notary Public
----------------------------------------
/s/ illegible
Commission expires 12/31/03