Asset Purchase and Assignment Agreement
EXHIBIT
10.37
This
Asset Purchase and Assignment Agreement (this “Agreement”) is made as of
February 1, 2007 (the “Effective Date”) between Vois Networking, Inc., a Florida
corporation with offices located at ▇▇▇ ▇.▇. ▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“Seller”), and Medstrong International Corporation, a
Delaware corporation with offices located at ▇▇▇ ▇.▇. ▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (”Purchaser”).
WHEREAS,
Seller has agreed to sell, transfer and assign, and Purchaser has agreed to
accept and assume, all of its right, title and interest in and to the assets
identified in Exhibit A attached hereto (the “Purchased/Assigned
Assets”).
NOW,
THEREFORE, KNOW ALL MEN BY THESE PRESENTS THAT, for and in consideration of
the
promises made herein, and the payment of $24,044.22 (“Purchase Price”) and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree to the following terms and
conditions:
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1.
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Seller
does hereby sell, transfer and assign to Purchaser as of the Effective
Date all right, title and interest in and to, or other benefits deriving
from, the Purchased/Assigned Assets. This Agreement includes, without
limitation, the ▇▇▇▇ of sale of the Purchased/Assigned Assets by
Seller to
Purchaser.
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2.
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Seller
does hereby confirm that the Purchased/Assigned Assets are fully
assignable, and hereby represents and warrants that: (a) it is the
lawful
owner of the Purchased/Assigned Assets, (b) the assets are free from
all
encumbrances, and (c) it has good right and title to sell the assets
as
provided herein.
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3.
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Seller
agrees to execute and deliver to Purchaser all instruments necessary
or
convenient to convey the Purchased/Assigned Assets to Purchaser.
Seller
agrees to indemnify and hold harmless Purchaser from any and all
claims,
losses, damages, expenses and attorney fees that may arise from the
Purchased/Assigned Assets prior to the Effective
Date.
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4.
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Purchaser
does hereby purchase and accept such assignment of the Purchased/Assigned
Assets and agrees to indemnify and hold Seller harmless from any
claims,
losses, damages, expenses and attorney fees, which may arise from
the
Purchased/Assigned Assets after the Effective
Date.
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5.
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The
Purchaser and Seller and any of their respective successors and assigns
are bound by this Assignment.
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6.
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With
respect to Purchased/Assigned Assets that are Domain Names, the Seller
agrees (a) that this assignment includes the assignment of all rights
in
and to the domain name, together with the goodwill of the business
connected with and symbolized by such Domain Name, including the
trademark
and the service ▇▇▇▇ and any intellectual property rights relating
thereto, to the extent any such trademark, service ▇▇▇▇, or intellectual
property rights exist; (b) Seller agrees to change the registered
owner of
the Domain Names to the Purchaser and the Purchaser agrees to accept
the
change of the registered owner of the Domain Names. Specifically,
Seller
agrees immediately to prepare and transmit the necessary InterNic
Registrant Name Change Agreement (RNCA) and or to correspond with
InterNic
to authorize transfer of the Domain Name, effective as of the Closing
Date
as hereinafter defined, Seller agrees to bear all costs associated
with
its obligations in this Paragraph 5.
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7.
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With
respect to trade marks, service marks and all other Purchased/Assigned
Assets, Seller agrees to provide assistance reasonably requested
by
Purchaser from time to time reasonably required to perfect the assignment
and transfer of the Purchased/Assigned Assets, including by way of
example
filings with the United States Patent and Trademark
Office.
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8. This
Agreement shall be construed, interpreted, and enforced pursuant to the laws
and
judicial precedents of the State of Florida, without reference to principles
of
conflicts of law.
IN
WITNESS WHEREOF, Seller and Purchaser have executed this Agreement by its
officers hereunto duly authorized as of the day and year first above set
forth.
| Seller: | Purchaser: | ||
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VOIS NETWORKING, INC.,
a Florida corporation
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MEDSTRONG INTERNATIONAL
CORPORATION,
a Delaware corporation
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| By: /s/ ▇▇▇▇ ▇▇▇▇▇ | By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
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Print Name:
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Print Name:
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Title:
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Title: | ||
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EXHIBIT
A
Purchased/Assigned
Assets
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Category
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Quantity
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Price
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Fixed
Assets:
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Office
Chairs & Whiteboards
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5
Chairs/
9
white boards
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$
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1,759.20
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Dell
PC's
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7
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$
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2,079.95
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Video
Cards
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7
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$
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2,762.45
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Wireless
Cards
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7
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$
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310.50
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Monitors
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28
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$
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4,747.35
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White
Boards
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2
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$
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511.17
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Wireless
Base stations
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Various
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$
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420.81
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Color
printer
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1
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$
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851.15
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Sub
Total Fixed Assets
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$
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13,442.58
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Intangible
Assets:
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▇▇▇▇.▇▇▇
including all website and software development and applicable
contracts
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$
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10,000.00
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▇▇▇▇.▇▇▇
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$
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59.00
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▇▇▇▇▇.▇▇▇
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$
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68.38
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▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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$
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68.38
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▇▇▇▇▇.▇▇▇
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$
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68.38
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|||||
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▇▇▇▇▇▇▇▇▇.▇▇▇
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$
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68.38
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|||||
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▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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$
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68.38
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▇▇▇▇▇▇▇▇.▇▇▇
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$
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68.38
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|||||
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▇▇▇▇▇▇▇▇▇▇.▇▇▇
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$
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68.38
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▇▇▇▇▇▇▇.▇▇▇
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$
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36.38
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▇▇▇▇▇▇▇▇▇.▇▇▇
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$
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9.20
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▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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$
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9.20
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▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
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$
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9.20
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Sub
Total Intangible Assets
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$
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10,601.64
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Total
Purchase Price
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$
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24,044.22
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