Exhibit 10.1 Technology Assignment Agreement with Gibraltar Clearing, Inc.
TECHNOLOGY ASSIGNMENT AGREEMENT
This Technology Assignment Agreement ("Agreement") is entered to be effective as
of June 18, 2002 between Gibraltar Clearing, Inc., a Nevada corporation
("Developer"), and Bentley Communications Corp., a Florida corporation (the
"Company").
WHEREAS, Developer has created the business model, demonstrated the concept of a
Internet based licensed stock brokerage/clearing firm that allows the use of an
ATM Card with PIN technology to facilitate cash deposits and withdrawals to and
from brokerage accounts, and established relationships to implement the business
model and streamline "back office" procedures for the financial services
industry (the "Technology") based upon its own effort and expense; and
WHEREAS, Developer no longer has access to sufficient funds to further develop
and maintain the Technology and desires to assign the Technology to the Company
in exchange for the purchase price of Two Hundred Thousand Dollars (the
"Purchase Price"), and subject to the terms and conditions of this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows.
1. Assignment
Developer hereby assigns to the Company exclusively throughout the world all
right, title and interest (▇▇▇▇▇▇ or inchoate) in (i) the subject matter
referred to as the Technology, (ii) all precursors, 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 secret rights, trademark rights, mask works rights, sui
generis database 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 pay to Developer the Purchase Price in shares of the
Company's common stock. The Developer shall receive Twenty Million (20,000,000)
shares of the Company's $.0001 par value common stock (the "Shares"). The Shares
shall be the only consideration required of the Company with respect to the
subject matter of this Agreement. A legend to the following effect will be
placed on any certificates representing the Shares:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND ARE "RESTRICTED SECURITIES" AS THAT TERM
IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER
THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY."
The Company agrees to file a registration statement on Form SB-2 covering the
resale of Ten Million (10,000,000) shares at its own cost and expense. The
registration statement shall be filed promptly following the audit of the
Company for the year ended June 30, 2002. Further, the Company agrees to
promptly enter written employment agreements with ▇.▇. ▇▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇ and
to appoint ▇.▇. ▇▇▇▇▇▇▇▇ to the Company's board of directors.
3. Further Assurances; Moral Rights; Competition; Marketing
3.1 Developer 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
Developer's signature to any document it is entitled to under this Section 3.1,
Developer hereby irrevocably designates and appoints the Company and its duly
authorized officers and agents, as his agents and attorneys-in-fact with full
power of substitution to act for and on his behalf and instead of Developer, 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 Developer.
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 Developer retains any such Moral
Rights under applicable law, Developer 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; Developer
agrees not to assert any Moral Rights with respect thereto. Developer will
confirm any such ratifications, consents and agreements from time to time as
requested by Company.
4. Confidential Information
Developer 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 Developer (i) can document that it is generally available (through no
fault of Developer) for use and disclosure by the public without any charge,
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 Developer: (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,
and (v) 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 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
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. 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 with 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 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.
Gibraltar Clearing, Inc., a Nevada corporation
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
Bentley Communications Corp.
By: /s/▇▇▇▇▇▇ ▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇
Title: President