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EXHIBIT 2.3
DATED 1997
Between
▇▇▇▇▇▇▇ COMPUTERS PTY LIMITED
And
▇▇▇▇▇▇▇ COMPUTERS PTY LIMITED AS TRUSTEE FOR
THE ▇▇▇▇▇▇▇ COMPUTERS UNIT TRUST
And
DIVERGENT TECHNOLOGIES PTY LIMITED
DEED OF ASSIGNMENT OF COPYRIGHT
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO
Solicitors & Attorneys
▇▇▇▇▇ ▇, ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
DX: ▇▇▇ ▇▇▇▇▇▇
Ref: DZ\D1149
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THIS DEED is made on the day of 1997
BETWEEN
▇▇▇▇▇▇▇ COMPUTERS PTY LTD ACN 008 004 331 of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
in the State of South Australia in its capacity as trustee of the ▇▇▇▇▇▇▇
Computer Unit Trust of the one part, hereinafter called ("the Owner")
AND
▇▇▇▇▇▇▇ COMPUTERS PTY LIMITED ACN 008 004 331 of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇ in the State of South Australia aforementioned in its capacity as trustee
for the ▇▇▇▇▇▇▇ Computers Unit Trust ("the Trust").
AND
DIVERGENT TECHNOLOGIES PTY LIMITED ACN 003 908 325 of ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the State of New South Wales of the other part,
hereinafter called ("the Purchaser")
WHEREAS:
A. By Agreement dated 27 March 1997 the Owner in its capacity as trustee of
the ▇▇▇▇▇▇▇ Computers Unit Trust agreed to assign to the Purchaser all its
right, title and interest in and to the Associated Documentation, the
Principal Technology and the Intellectual Property Rights.
B. The parties enter into this Deed on the terms and conditions hereinafter
contained.
NOW THIS DEED WITNESSETH AS FOLLOWS:
1. Definitions
"Associated Documentation" means operating and other printed manuals, relevant
to the Software as may be created from time to time including users' manuals,
programming manuals, modification manuals, flowcharts, drawing and software
listings which are designed to assist or supplement the development,
understanding or application of the Software ;
"Principal Technology" means computer Software programs and all associated
products and know- how which together comprise a package called "CRMS" and
includes all Intellectual
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Property Rights, but excluding any third party products to which the Owner has
no rights to transfer.
"Intellectual Property Rights" as owned by the Owner includes:
(a) any patents, utility models, copyrights, registered or unregistered trade
marks trade names, brand names, registered designs and commercial names and
designations relating to CRMS;
(b) any invention, discovery, trade secret, know-how, Software and
confidential, scientific, technical and product information, relating to
CRMS;
"Software" means the software including the source code thereto known as CRMS.
2. Assignment of copyright
2.1 The Owner hereby assigns to the Purchaser all copyright in and to the
Intellectual Property Rights, the Associated Documentation, Principal
Technology and Software including all technology used and developed by the
Owner in the ordinary course of business.
3. Confidentiality
3.1 The Owner acknowledges the confidential nature of the Software and
Associated Documentation as well as the Principal Technology. The Owner
hereby agrees to keep confidential such information that is confidential
and shall not disclose such confidential information to a third party
without the written permission of the Purchaser.
3.2 The Owner shall not develop on and for its own account a retail point of
sale system which performs functions similar in nature and scope to the
present functions performed by CRMS.
3.3 The restraint as contemplated in sub-clause 3.2 shall be for a period of
three (3) years from the Completion Date which period the parties consider
to be reasonable.
4. Survival of terms
This Deed shall enure to the benefit of and be binding upon the parties and
their successors in title and permitted assigns.
5. General
5.1 If any provision of or the application of any provision of this Deed shall
be declared to be void, voidable, or unenforceable in any jurisdiction the
validity, legality or enforceability of any other of the remaining
provisions of this Deed shall not be affected.
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5.2 Each party must do all things necessary to give effect to this Deed and to
the transactions contained in this Deed.
5.3 This Deed embodies the entire Deed between the parties with respect to the
subject matter of this Deed.
5.4 This Deed may be executed in counterparts by the respective parties, each
of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same Deed, provided that
this Deed shall be of no force and effect until the counterparts are
exchanged.
5.5 This Deed shall be governed and construed in accordance with the laws of
the State of New South Wales and the parties hereto shall submit to the
jurisdiction of the Courts of that State.
EXECUTED BY THE PARTIES AS A DEED
IN WITNESS whereof the parties have affixed their hands and seals on the day and
in the year first hereinbefore written.
THE COMMON SEAL of )
▇▇▇▇▇▇▇ COMPUTERS PTY LTD )
was affixed in accordance with )
its Articles of Association in the )
presence of: )
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/Bronte ▇▇▇▇▇▇▇
Director Secretary
▇▇▇▇▇ ▇▇▇▇▇▇▇ Bronte ▇▇▇▇▇▇▇
Print name Print Name
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THE COMMON SEAL of )
▇▇▇▇▇▇▇ COMPUTERS PTY LTD )
as trustee for the ▇▇▇▇▇▇▇ Computers )
Unit Trust was affixed in accordance )
with its Articles of Association in the )
presence of: )
/s/▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/Bronte ▇▇▇▇▇▇▇
Director Secretary
▇▇▇▇▇ ▇▇▇▇▇▇▇ Bronte ▇▇▇▇▇▇▇
Print name Print Name
THE COMMON SEAL of DIVERGENT )
TECHNOLOGIES PTY LIMITED )
was affixed in accordance with its )
Articles of Association in the presence of:)
/s/▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ /s/▇▇▇▇▇ ▇▇▇▇▇
Director Director
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Print name Print Name