AGREEMENT FOR THE ASSIGNMENT OF PATENT RIGHTS
EXHIBIT
10.1
AGREEMENT
FOR THE ASSIGNMENT OF PATENT RIGHTS
THIS AGREEMENT FOR THE ASSIGNMENT OF PATENT RIGHTS,
effective as of April 7, 2009, is made by and between MARA GROUP LTD, an individual
(“MARA”), and GETFUGU, INC., a corporation
organized and existing under the laws of the State of Nevada (“GetFugu”).
WITNESETH:
WHEREAS, MARA is the Inventor
and proprietary owner of those certain United States patent applications in the
form more fully described in Exhibit A hereto (the “Patents”). MARA owns all
right, title and interest in and to said Patents and information regarding
technology for the production of products and services using said Patents,
technologies and inventions.
WHEREAS, pursuant to the terms
and subject to the conditions hereof, MARA desires to sell and assign all of his
right, title and interest in and to the Patents and the Patent Rights for the
consideration set forth herein, and does hereby sell, transfer, assign and set
over unto GetFugu, Inc. his entire right title and interest in and to the
Patents and the Patent Rights, in the United States of America and all foreign
countries together with all common law rights related thereto, all rights to
prosecute, renew, improve and extend such patents, and the right to recover for
damages and profits for infringements thereof.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements contained
herein, and intending to be legally bound, MARA and GetFugu hereby agree as
follows:
ARTICLE
1
DEFINITIONS
1.1
Definitions.
Whenever used in this Agreement, the Recital above, or any Exhibit hereto,
unless otherwise required by the subject matter or the context, the following
terms shall have the meanings respectively ascribed to them:
(a)
“claim” means a written
notice asserting a breach of a representation, warranty or covenant specified in
the Agreement which shall reasonably set forth, in light of the information then
known to the party giving such notice, a description of and an estimate (if then
reasonable to make) of the amount involved in such breach or for a claim for
injunctive relief.
(b)
“Enhancements’’ means any change, correction, modification, improvement,
enhancement, addition or revision to the Patents.
(c)
“Governmental Authority”
means any governmental body, agency or official of any county, state, country or
any other political subdivision of any county, state or country.
(d)
“Person” means a
human being, partnership, association, joint venture, corporation, legal
representative, trustee, trustee in bankruptcy, receiver or any other legal
entity whatsoever.
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(e)
“Patent Rights” means
any and all proprietary rights of MARA to the Patents as described in Exhibit A, and any
Enhancements, extensions, reexaminations and reissues of such Patents, patents
of addition, patent applications, divisions, continuations, continuations in
part, and any subsequent filings in any country or jurisdiction claiming
priority therefrom.
1.2
Additional
Terms. The definitions in Section 1.1 shall apply equally to both the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words “include,” “includes” and “including” shall be deemed to
be followed by the phrase “without limitation.” All references to “party” and
“parties” shall be deemed references to the parties to this Agreement and to a
party’s successor in title unless the
context shall otherwise require. All references to Sections and
Paragraphs shall be deemed references to Sections and Paragraphs of this
Agreement, unless the context shall otherwise require. All references
herein to Schedules and Exhibits shall be deemed to be references to the
Schedule(s) and Exhibit(s) attached to this Agreement. The terms
“this Agreement”, “hereof, “hereunder”, and similar expressions refer to this
Agreement as a whole and not to any particular Article or Section or other
portion hereof and include any agreement supplemental hereto. The
conjunction “or” shall be understood in its inclusive sense
(and/or).
1.3
Headings. The
division of this Agreement into Articles and Sections and the insertion of
headings are for convenience of reference only and shall not affect the
construction or interpretation of this Agreement.
ARTICLE
2
ASSIGNMENT
2.1
Assignment
Of Patents. Subject to the
terms and conditions of this Agreement, MARA hereby grants to GetFugu an assign
of all his right, title and interest in the Patents and Patent Rights, and does
hereby sell, transfer, assign and set over unto GetFugu, Inc. his entire right
title and interest in and to the Patents and Patent Rights in the United States
of America and all foreign countries, together with all common law rights
related thereto, all rights of renewal and extension, and the right to recover
for damages and profits for infringements thereof. Any Enhancements
to the Patents shall be owned by GetFugu. If requested by GetFugu,
MARA agrees that he shall apply for and complete all necessary documents and
instruments in order to make applications for the Patents and Patent Rights in
other countries for the benefit of GetFugu. GetFugu agrees to pay for
all costs and fees connected with the Patents. The parties agree that the owner
of any Patents applied for in other jurisdictions, and paid for by GetFugu,
shall be owned by GetFugu. MARA has utilized the Patents in various
manners, products and services. The Parties agree that GetFugu has
the exclusive right to utilize any and all use of the Patents.
2.2
Consideration. In
consideration of the assignment of the Patents and Patent Rights, upon the
execution of this Agreement, GetFugu shall issue to MARA Twenty-Five Million
(25,000,000) shares of its common stock (the “Common Stock”) via a stock
certificate to be delivered to MARA or its designee at the Closing, which will
occur no later than five (5) after the mutual execution and delivery of this
Agreement. The Common Stock, when issued and delivered to MARA, shall
be fully paid and non-assessable. MARA acknowledges that the
Common Stock will not have been registered under the Securities Act of 1933, as
amended (the “Securities
Act”), and accordingly
are “restricted securities” within the meaning of Rule 144 of the
Act. As such, the Shares may not be resold or transferred unless the
shares have been included in a registration statement filed by GetFugu with the
Securities and Exchange Commission permitting the resale thereunder, or GetFugu
has received an opinion of counsel that such resale or transfer is exempt from
the registration requirements of that Act.
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2.3
No
Future Payments. The Parties agree that the consideration
referred to in Section 2.2 above shall be the sole consideration for the
assignment of the Patents. MARA shall not be entitled to any future
payments/fees (including but not including royalties) on the development or
exploitation of the Patents and Patent Rights.
ARTICLE
3
CLOSING
3.1
Closing.
The closing (“Closing”)
of the transactions contemplated by this Agreement shall take place on such
time, date, and place as are mutually agreeable to the Parties. The date of the
Closing is hereinafter referred to as the “Closing Date” and all
representations, warranties and covenants of the parties shall be true and
correct as of the Closing Date.
(a) Deliveries by
GetFugu. At the Closing, GetFugu will deliver, or cause to be delivered,
to MARA (i) a certificate for the Common Stock, and (ii) an executed ▇▇▇▇ of
Sale; and
(b)
Deliveries by
MARA. At the Closing, MARA will deliver to GetFugu (i) an executed Patent
Assignment in the form attached hereto as Exhibit B, and (ii) such other
instruments of conveyance and transfer, in form reasonably satisfactory to
GetFugu and its counsel, as shall be necessary and effective to transfer and
assign to, and vest in, GetFugu all of MARA’s right, title and interest in and
to the Patents and Patent Rights. Simultaneously with such
deliveries, all such steps will be taken by MARA as may be required to put
GetFugu in actual possession and operating control of the Patents and Patent
Rights, including without limitation all copies and manifestations of the
Patents and Patent Rights.
ARTICLE
4
REPRESENTATIONS AND
WARRANTIES OF MARA
To induce
GetFugu to acquire the Patents and Patent Rights, MARA hereby makes the
following representations and warranties:
4.1
Authorization.
MARA has full authority to assign the Patents and Patent Rights. MARA
has full power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
parties required by law or otherwise to authorize the execution and delivery of
this Agreement and the agreements specified herein or the consummation of the
transactions contemplated hereby.
4.2 Binding
Agreements. This Agreement to which MARA is a Party has been
duly executed and delivered by MARA and, when duly executed by GetFugu,
constitute the legal, valid, and binding obligation of MARA, enforceable in
accordance with its terms, subject as to enforcement of remedies to the
discretion of courts in awarding equitable relief and to applicable bankruptcy,
reorganization, insolvency, moratorium, and similar laws affecting the rights of
creditors generally.
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4.3
No
Violation.
Neither the execution and delivery by MARA of this Agreement, nor the
consummation by MARA of the transactions contemplated hereby will (a) to his
knowledge, conflict with or violate any statute, law, regulation, rule, order,
judgment or decree of any court or Governmental Authority binding upon or
applicable to MARA, or (b) result in the breach or violation of any provision of
any contract, indenture, mortgage, lease, or other obligation or instrument, any
judgment, or any order or decree of any court or other agency of government, or
cause any acceleration thereof, to which MARA, or any of his respective
properties or assets are bound, or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
contract, indenture, agreement, or other instrument, or result in the creation
or imposition of any liability, lien, charge, restriction, claim, or encumbrance
of any nature whatsoever upon any of the properties or assets of
MARA. MARA is not a party to, nor is it bound by, and the Patents are
not subject to, any agreement or commitment that prohibits the execution and
delivery by GetFugu of this Agreement or the consummation of the transactions
contemplated hereby.
4.4
Litigation.
No action, suit, inquiry, audit, or no proceeding or investigation, by or before
any court or governmental or other regulatory or administrative agency or
commission is currently pending or, threatened, against, involving or arising in
connection with the Patents that questions or challenges the validity of this
Agreement or any action taken or to be taken by MARA pursuant to this
Agreement.
4.5
Right to
Assign MARA’s Patents. MARA has the right to assign the Patents as
described above. Neither the execution and delivery by MARA of this
Agreement, nor the performance of the transactions performed or to be performed
by MARA, require any notice, filing, consent, renegotiation, or approval,
constitute a default, cause any payment obligation to arise or give any Person
the right to challenge any of the transactions contemplated hereby under (a) any
Law or Court Order to which MARA is subject, or (b) any contract or other
document to which MARA is a party or by which the properties or other assets of
MARA may be bound. All employees and consultants of MARA who are
involved in the design, review, evaluation or development of the Patents
simultaneously with the Closing will, or have executed a nondisclosure and
assignment of inventions agreement, and none of such persons has any claim to
title in any of the Patents.
4.6 Ownership
of Patents.
MARA is the owner of all right, title and interest in and to each of the
Patents and the Patent Rights, free and clear of any liens.
4.7
Common
Stock..
(a) MARA
acknowledges that he has been afforded the opportunity to ask questions of and
receive answers from duly authorized officers or other representatives of
GetFugu concerning an investment in the Common Stock, and any additional
information which the MARA has requested.
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(b) MARA’s
investment in restricted securities is reasonable in relation to the MARA’s net
worth. MARA has had experience in investments in restricted and
publicly traded securities, and MARA has had experience in investments in
speculative securities and other investments which involve the risk of loss of
investment. MARA acknowledges that an investment in the Common Stock
is speculative and involves the risk of loss. MARA has the requisite
knowledge to assess the relative merits and risks of this investment without the
necessity of relying upon other advisors, and MARA can afford the risk of loss
of his entire investment in the Shares. MARA is an accredited
investor, as that term is defined in Regulation D promulgated under the
Securities Act.
(c) MARA
is acquiring the Shares for the MARA’s own account for long-term investment and
not with a view toward resale or distribution thereof except in accordance with
applicable securities laws.
ARTICLE
5
REPRESENTATIONS AND
WARRANTIES OF GETFUGU
To induce
MARA to enter into this Agreement with GetFugu, GetFugu hereby represents and
warrants to MARA as follows:
5.1 Corporate
Organization and Good Standing. GetFugu is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada.
5.2 Authorization.
GetFugu has full corporate power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby and thereby have been duly authorized by
all necessary corporate action required by law, GetFugu’s Articles of
Incorporation, or otherwise to be taken by GetFugu to authorize the execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby.
5.3 Binding
Agreements. This Agreement
constitutes the legal, valid and binding agreements of GetFugu enforceable in
accordance with its terms.
5.4 No
Violation. Neither the execution and delivery by GetFugu of this
Agreement nor the consummation by GetFugu of the transactions contemplated
hereby, will (a) violate any provisions of the Articles of Incorporation of
GetFugu; (b) conflict with or violate any statute, law, regulation, rule, order,
judgment or decree of any court or Governmental Authority binding upon or
applicable to GetFugu or by which the property or assets of GetFugu are bound or
affected.
5.5 Litigation.
There are no suits, actions, claims, arbitrations or other legal, administrative
or regulatory proceedings or investigations, whether at law or in equity, or
before or by any Governmental Authority, pending or, to GetFugu’s knowledge,
threatened by or against or affecting GetFugu, or any of its properties or
assets, nor to GetFugu’s knowledge is there any basis
therefore. There is no outstanding judgment, order, injunction or
decree of any Governmental Authority or arbitrator applicable to GetFugu, or any
of its properties, assets or business.
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5.6
Capital
Stock. Immediately prior
to the Closing (but assuming the filing of the Certificate of Incorporation),
the authorized capital stock of GetFugu shall consist of:
(a) 500,000,000
shares of common stock, of which (i) 117,839,988 shares
shall be issued and outstanding, and (ii) no shares shall be reserved for
issuance pursuant to the exercise of outstanding options, warrants or other
instruments which may be exercised for or converted into shares of common stock;
and
(b) no
shares of preferred stock shall be issued or outstanding.
(c) The
shares of Common Stock, when issued and delivered to MARA in accordance with
this Agreement, will be free and clear of any liability, lien, charge,
restriction, claim, or encumbrance of any nature whatsoever, and MARA will have
good title thereto.
5.7 SEC
Reports; Financial Statements. GetFugu has filed
all reports required to be filed by it under the Securities Act and the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), including
pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the
date hereof (or such shorter period as GetFugu was required by law to file such
reports) (the foregoing materials being collectively referred to herein as the
“SEC Reports”) on a
timely basis or has timely filed a valid extension of such time of filing and
has filed any such SEC Reports prior to the expiration of any such
extension. The SEC Reports complied in all material respects with the
requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The financial statements of GetFugu
included in the SEC Reports complied in all material respects with applicable
accounting requirements and the rules and regulations of the Securities and
Exchange Commission with respect thereto as in effect at the time of
filing. Such financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
during the periods involved, except as may be otherwise specified in such
financial statements or the notes thereto, and fairly present in all material
respects the financial position of GetFugu as of and for the dates thereof and
the results of operations and cash flows for the periods then ended, subject, in
the case of unaudited statements, to normal, immaterial, year-end audit
adjustments.
ARTICLE
6
COVENANTS OF THE
PARTIES
6.1 Cooperation. Each party shall
cooperate reasonably with the other in preparing and filing all notices,
applications, reports and any other instruments and documents which are required
by any statute, rule, regulation or order of any Governmental Authority in
connection with the transactions contemplated by this Agreement, including the
use of the Patents. The cost of recording the assignments of the
Patents will be borne by GetFugu. As soon as practical following the Closing
Date, but in no event later than 60 days following the Closing Date, MARA and
his counsel will transfer all files and supporting documents in their possession
relating to the Patents and Patent Rights to GetFugu, including but not limited
to, all initial invention disclosure documents, all documents sent to the U.S.
Patent and Trademark Office regarding inventions and claims, all draft patent
applications, all filing or prosecution documents submitted to the patent
offices, and all file wrappers. Conception notebooks and all other documents in
the possession or under the control of GetFugu or its counsel relating to
conception and/or reduction to practice, such as scientist notebooks, shall be
obtained in accord with MARA’s ordinary document retention and made available to
GetFugu upon GetFugu’s reasonable request. All documents provided to GetFugu
hereunder shall be sent promptly.
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6.2 License
to Exploit Patent Worldwide. MARA hereby grants to GetFugu an exclusive,
fully paid right and license to use and exploit the Patents, or any Enhancements
thereto, worldwide in connection with the development and manufacture of
GetFugu’s products.
6.4 Compliance
with Laws. In connection with the assignment herein and the
consummation of the transactions contemplated hereby and the performance by a
party of its obligations hereunder, each MARA and GetFugu shall comply with all
applicable laws, requirements, rules, regulations and standards of Governmental
Authorities of any pertinent jurisdiction so that neither of the parties shall
be subject to any fines or penalties; or violate any laws or regulations
affecting the Patents, lease, license, sale and furtherance of the anticipated
business of GetFugu.
ARTICLE
7
PROTECTION OF THE PATENT
RIGHTS
7.1
Notice of
Infringement or Unauthorized Use. Each party shall promptly inform the
other party in writing of any notice of claim or action, or any threatened claim
or action, against either party by any third Person arising out of in any way
related to the Patents.
7.2 Institution. Prosecution and
Defense of Claims.
(a)
(i) In the event of any act of infringement, unauthorized use,
piracy or misappropriation of, or breach of any confidentiality or other
agreement affecting the Patents or, in the case where such infringement,
unauthorized use, piracy, misappropriation or breach is discovered by any of the
parties or otherwise brought to their attention, MARA herein grants to GetFugu
authority to take such steps as shall be necessary in order to protect GetFugu
and MARA’s rights with respect to the Patents, including, but not limited to,
instituting or authorizing others to institute any claim, suit or proceeding at
law or in equity arising out of or related to such infringement, unauthorized
use, piracy or misappropriation of, or breach of any confidentiality agreement
pertaining to, or in any way affecting the Patents.
(ii) The institution,
prosecution, maintenance and control of any claim, suit or proceeding at law or
in equity arising out of or related to, or in any way affecting the Patents
shall be subject to the direction and control of GetFugu, at its sole cost and
expense, and any and all sums that may be received, obtained, collected or
recovered in any such claim, suit or proceeding, whether by decree, judgment,
settlement or otherwise, shall be the sole and exclusive property of
GetFugu.
(b)
If requested by GetFugu, MARA shall join GetFugu as, a party complainant
in any such claim, suit or proceeding at GetFugu’s sole cost and
expense.
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(c)
GetFugu shall defend, at its own expense, any claim that a third-party
shall institute affecting the Patents. MARA shall cooperate fully in the defense
of any such claim, suit or proceeding against any party by a third Person,
brought in connection with, arising out of or related to the Patents, and each
party shall execute such documents and take such actions as may be reasonably
requested by the other party and consistent with the rights and obligations of
the parties hereunder.
ARTICLE
8
MISCELLANEOUS
PROVISIONS
8.1 Execution
in Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
8.2 Notices.
(a) All notices, requests,
demands and other communications which are required or may be given pursuant to
the terms of this Agreement shall be in writing and shall be deemed delivered
(i) on the date of delivery when delivered by hand, (ii) on the date of
transmission when sent by facsimile transmission during normal business hours
with telephone confirmation of receipt, (iii) on the next business day after
transmission if sent by facsimile transmission after normal business hours, (iv)
two (2) days after dispatch when sent by a reputable courier service that
maintains records of receipt or (v) five (5) days after dispatch when sent by
registered mail, postage prepaid, return-receipt requested; provided that, in
any such case, such communication is addressed provided in the immediately
following paragraph (b).
(b)
All notices, requests, demands and other communications which are required or
may be given pursuant to the terms of this Agreement shall be addressed as
follows:
(i) If
to MARA:
MARA Group Ltd
▇▇▇▇▇ ▇▇▇
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone:
Facsimile:
(ii) If
to GetFugu:
GetFugu, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇
▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile:
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or to
such other address as any party shall have designated by notice in the foregoing
manner to the other
parties.
8.3 Confidentiality,
Publicity. The Parties agree that each will keep confidential and will
not disclose or divulge any confidential, proprietary, or secret information
that they may obtain from the other Parties pursuant to this Agreement, unless
such information is known, or until such information becomes known, to the
public; provided, however, that the Parties may disclose such information (a) to
their attorneys, accountants, consultants and other professionals to the extent
necessary to obtain their services in connection with this Agreement and the
transactions contemplated hereby, (b) upon the request or demand of any
governmental regulatory agency or authority after such Party has first had a
reasonable opportunity to contest or seek the modification of the request or
demand, (c) that is or becomes available to the public other than as a result of
a disclosure by the disclosing Party, (d) in connection with any litigation to
which a Party is or may be a party, (e) to the extent necessary in connection
with the exercise of any remedy under this Agreement or (f) to the extent
otherwise required by law. No Party hereto will issue any press release or other
public announcement or disclose the terms of this Agreement (including, without
limitation, any consideration payable hereunder) without the prior written
approval of each other Party, except as such disclosure may be made in the
course of normal reporting practices by a Party hereto to its stockholders or
partners or as otherwise required by law. The provisions of this Section 8.3
shall survive the Closing or the termination of this Agreement prior
thereto.
8.4 Waivers.
No waiver of any provision, condition or covenant of this Agreement shall be
effective as against the waiving party unless such waiver is m writing and is
signed by the waiving party. Waiver by a party as provided in this Section shall
not be construed as, or constitute, either a continuing waiver of such
provision, condition or covenant or a waiver of any other provision, condition
or covenant hereof. The failure of any party at any time to require performance
by the other party of any provision, condition or covenant of this Agreement
shall in no way affect its right thereafter to enforce the provision, condition
or covenant.
8.5 Amendment. This Agreement may only be
modified, supplemented or amended by a written instrument executed by the
parties to it.
8.6 Entire
Agreement. This Agreement (together with the Exhibits expressly
identified in this Agreement) constitutes the entire agreement of the parties
with respect to the subject matter hereof and thereof, and supersedes all prior
agreements and understandings of the parties, oral and written, in respect of
such subject matter.
8.7 Applicable Law: Arbitration;
and Consent to Jurisdiction.
(a)
This Agreement shall be exclusively governed by and construed in accordance with
the laws of the State of New York.
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(b)
Any suit, action or proceeding instituted by either party hereto, including any
proceeding to enforce an award of damages by the arbitrators, may be brought in
the courts of the State of New York and said courts shall have exclusive
jurisdiction with respect to all actions, suits, motions, issues or other
matters whatsoever arising out of this Agreement. The parties hereby consent to
in personam jurisdiction of such courts and irrevocably waive any objection and
any right of immunity on the ground of venue, the convenience of forum or the
jurisdiction of such courts or from the execution of judgments resulting
therefrom.
8.8 Assignments.
This Agreement may be assigned by either party hereto without the prior written
consent of the other party, except that MARA may not assign his obligations to
deliver the Patents and Patent Rights.
8.9 No Joint
Venture. Each of the parties hereto is an independent contractor and
neither party is nor shall be considered to be the agent of the other party for
any purpose whatsoever. Neither party has any authorization to enter into any
contracts nor assume any obligations for the other party nor make any warranties
or representations on behalf of the other party, other than as expressly
authorized herein. Nothing in this Agreement shall be construed as establishing
an agency, partnership or joint venture relationship between the parties
hereto.
8.10 Further
Assurances. The Parties agree to use their reasonable efforts to take, or
cause to be taken, all further actions as shall be necessary to make effective
and consummate the transactions contemplated by this Agreement. At any time that
any Party hereto is in breach of any representation, warranty, covenant or
agreement in this Agreement, such Party shall inform the other Parties of such
breach, and shall take all actions necessary to mitigate the adverse effects of
such breach; provided, that in no event will disclosure of a breach relieve the
breaching party from any of its obligations or affect the rights of any other
Party hereto.
8.11 Construction.
The Parties have participated jointly in the negotiation drafting of this
Agreement. Any event in ambiguity or question of intent or interpretation
arises, this Agreement shall be constructed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or law shall be
deemed also to referred to all rules and regulations promulgated thereunder,
unless the context otherwise requires.
8.12 Exhibits
and Other Agreements. The Exhibits and other
agreements specifically referred to in, and delivered pursuant to, this
Agreement are an integral part of it. The following are the Exhibits
annexed hereto and incorporated by reference and deemed to be part
hereof:
Exhibit A - True and correct copy of
Patents
Exhibit B
- Form of Patent Assignment
[Signatures
on following page]
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IN WITNESS WHEREOF, this
Agreement has been executed by the parties hereto, all as of the date first
above written.
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MARA
GROUP LTD
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GETFUGU,
INC.
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By:
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By:
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Name:
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▇▇▇▇ ▇. ▇▇▇▇▇
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Name :
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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CEO
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Title:
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CEO
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EXHIBIT
A
TRUE AND
CORRECT COPY OF PATENTS
EXHIBIT
B
PATENT ASSIGNMENT
WHEREAS, MARA Group Ltd, is
the owner an inventor of those certain United States Patents, patent
registrations and patent applications in the form more fully described in Annex
A hereto (the “U.S. Patents”);
WHEREAS, MARA Group Ltd and
GetFugu, Inc., a Nevada corporation (“GetFugu”), have executed that certain
Agreement for the Assignment of Patent Rights,
WHEREAS, pursuant to the terms
of the Agreement for the Assignment of Patent Rights, MARA Group Ltd desires to
assign and GetFugu desires to receive all of MARA Group Ltd’s right, title and
interest in and to the U.S. Patents together with any and all enhancements
together with the goodwill associated therewith.
NOW THEREFORE, for the
consideration set forth in the Agreement for the Assignment of Patent Rights,
and other good and valuable consideration, the receipts and sufficiency of which
is hereby acknowledged, MARA Group Ltd hereby sells, transfers, assigns and sets
over unto GetFugu, Inc., a Nevada corporation, its successors and assigns, all
of MARA Group Ltd’s entire right, title and interest in and to the U.S. Patents,
in the United States of America and all foreign countries, together with the
good will of MARA Group Ltd’s business, all common law rights related thereto,
all rights of renewal and extension, and the right to recover for damages and
profits for past infringements thereof.
MARA
Group Ltd agrees to execute and deliver at the request of GetFugu, Inc. all
papers, instruments, and assignments, and to perform any other reasonable acts
GetFugu, Inc. may request in order to vest all of MARA Group Ltd’s right, title
and interest in and to the U.S. Patents and/or to provide evidence to support
any of the foregoing in the event such evidence is deemed necessary by GetFugu ,
Inc. to the extent such evidence is in the possession or control of MARA Group
Ltd.
Executed
as of the ___ Day of ____________, 2009
MARA
GROUP LTD
_________________________