EXHIBIT 10.1
INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENT
Agreement
This Letter of Agreement (this "Agreement") is made and entered into this 12th
day of February, 2000, by and among Global Information Group U.S.A., Inc., a
Delaware corporation having offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇.,
▇▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇▇▇ of America) (hereinafter, "GIG"), and Belport Informatica e
Electronicas, Importacao e Exportacao, Unipessoal LDA, a corporation having
offices at ▇▇▇▇▇▇▇ ▇▇ ▇▇▇, ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ (hereinafter,
"Belport"). GIG and Belport are hereinafter referred to collectively as "the
parties."
Background
A. GIG has developed and possesses certain technical and market
knowledge in the 3-D computer graphics field, and is currently applying that
expertise in the production and marketing of related hardware and software.
▇. ▇▇▇▇▇▇▇ owns the unencumbered intellectual property rights to the
software, software source code, software work product, trademarks, copyrights,
service marks, trade secrets, know-how, proprietary processes, formulae,
technology, logos, logotypes, domain name registrations, and all other
proprietary rights, including related text material and advertising copy,
created by ElectroGIG Nederland, B.V., and its affiliate corporation ElectroGIG
Technology, B.V. (collectively, "ElectroGIG"), as set forth in Schedule A
attached hereto (the "ElectroGIG Intellectual Property").
C. The parties entered into certain Software License and Intellectual
Property Transfer agreements (the "Intellectual Property Agreements") dated
March 27, 1998 and April 23, 1998, respectively, by which Belport exclusively
licensed to GIG worldwide rights in and to the ElectroGIG source code, and
transferred to GIG certain ElectroGIG Intellectual Property.
D. The parties have agreed to amend the Intellectual Property
Agreements to cancel any underlying license to GIG of the ElectroGIG source code
and, as set forth herein, to irrevocably transfer and assign to GIG all rights
in and to the ElectroGIG Intellectual Property.
NOW THEREFORE, in consideration of the agreements and obligations set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Transfer
Subject to the terms and conditions of this Agreement, Belport hereby
irrevocably sells, assigns and transfers all right, title and interest to the
ElectroGIG Intellectual Property to GIG, or its designate, together with all the
business good will associated with any trademarks, service marks, trade dress,
or applications for trademarks or service marks so transferred.
2. Compensation.
a. GIG will pay Belport US$30,000.00, to be disbursed, in cash
or cash equivalent, upon signing of this Agreement. Said payment represents the
sum total of payments from GIG due to Belport for the transaction described
herein and includes any and all outstanding obligations, if any, related to the
prior Intellectual Property Agreements.
3. Delivery.
Upon the execution of this Agreement by the parties, Belport shall
transfer the source code and all copies of such source code held by Belport or
any of its affiliates, in machine-readable and human-readable form, along with
all related documentation for the source code, to GIG, or its designate, by
means to be mutually agreed to by the parties.
4. Representations and Warranties by Belport
▇. ▇▇▇▇▇▇▇ represents and warrants that the ElectroGIG Intellectual
Property, and each such individual item of ElectroGIG Intellectual Property, is
valid and in full force, is held of record in the name of Belport or any
applicable Belport subsidiary free and clear of all liens, encumbrances and
other claims, and is not the subject of any cancellation or reexamination
proceeding or any other proceeding challenging its extent or validity.
▇. ▇▇▇▇▇▇▇ further represents that the ElectroGIG Intellectual
Property does not infringe, dilute or otherwise violate the patents, industrial
design rights, trademarks, service marks, trade names, trade dress, copyrights,
mask works, trade secrets or other intellectual property rights of any third
party, and no claim has been made, notice given, or dispute arisen to that
effect.
▇. ▇▇▇▇▇▇▇ and any applicable Belport subsidiary does not have any
pending claims that a third party has violated or infringed any of the
ElectroGIG Intellectual Property, and neither Belport nor any applicable
Subsidiary has given any indemnification to any third party against infringement
of such intellectual property rights.
▇. ▇▇▇▇▇▇▇ represents and warrants that it possesses, other than
delivered under Section D(3)(a) herein, no copies or original versions of the
source code, in part or whole, or installations on hardware or software. Belport
further agrees to notify GIG immediately of any third party in possession of the
source code, or any part thereof, or any third party which gains possession of
the source code that becomes known to Belport in the future.
E. Prior agreements.
1. The parties agree that this Agreement shall replace and supplant
all prior agreements between the parties relating to the ElectroGIG Intellectual
Property, whether written or oral, including, but not limited to, such
provisions of the Intellectual Property Agreements relating to the term of such
agreements; compensation to Belport under the Software License Agreement;
restrictions on the use by GIG of the ElectroGIG name on products developed by
GIG; restrictions on the sale of the ElectroGIG Intellectual Property by GIG, or
rights of reimbursement by GIG to Belport upon the sale or transfer of
ElectroGIG Intellectual Property by GIG; or mutual reporting requirements under
such agreements.
F. Other obligations of the parties.
1. Belport agrees that it shall:
a. Execute at, prior to, or following the execution of this
agreement such documents as shall be requested by GIG to establish a clean chain
of title in and to the ElectroGIG Intellectual Property, including, but not
limited to providing a true and certified translations of all document(s)
transferring ownership in the ElectroGIG Intellectual Property to Belport, or
such affidavits or other documentation as may be requested by GIG at, prior to
or after the execution of this Agreement for purposes of recording the transfer
and assignment of the ElectroGIG Intellectual Property.
b. Cooperate fully with GIG in the production or creation of
documentation as may be required to register the ElectroGIG Intellectual
Property in the name of GIG in such jurisdictions as GIG in its sole discretion
may choose.
2. GIG agrees that it shall:
a. Be and remain responsible for all costs associated with the
application, registration, issuance, recordation and/or maintenance of the
ElectroGIG Intellectual Property, including all costs associated with the
defense or prosecution of the rights in and to the ElectroGIG Intellectual
Property. Such responsibility shall not include any costs associated with the
production, creation or legalization of documentation to be produced by Belport
under Section F(1)(a) herein, which costs shall be the sole responsibility of
Belport.
G. Confidentiality.
1. The parties individually acknowledge that from time to time
during the course of performing services pursuant to the Intellectual Property
Agreements and this Agreement, they have been and may continue to be exposed to
information of a confidential or proprietary nature about each other and their
respective business operations, including but not limited to information about
pricing, costs, profits, sales, marketing or business plans, budgets, forecasts,
customer lists, customer requirements, internally developed methods of customer
solicitation, facts relating to existing or prospective customers, arrangements
with customers or suppliers, possible acquisitions or divestitures, markets or
market extensions, personnel, know-how, processes, systems and procedures,
development plans, and other information not available to the public, none of
which is part of the general knowledge of the industry. The parties agree that
such information is to be kept in the strictest confidence by the parties during
the term of this Agreement and at all times thereafter, and that each party
shall treat all such information with the same degree of care as it does its own
confidential information.
2. Miscellaneous. This Agreement (i) shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns, (ii) shall be governed by the laws of the State of New
York, U.S.A., without recourse to international jurisdiction, (iii) may not be
amended except by an agreement in writing signed by the parties hereto; and (iv)
sets forth the entire agreement and understanding among the parties and
supersedes all prior agreements and understandings, written or oral, relating to
the subject matter of this Agreement. The parties waive the right to translate
this Agreement into the Portuguese language and accept it as the complete
agreement, "as is."
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND HEREBY,
Belport
By:/s/Geoskens ▇▇▇▇
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Name: Geoskens ▇▇▇▇
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Title: Managing Director
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Place: Antwerp, Belgium
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Witnessed:[illegible]
Name: [illegible]
Global Information Group
By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:President
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Place Antwerp, Belgium
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Witnessed: [illegible]
Name: [illegible]