英文科技转让协议范本Technology Aignment Agreement

2020-03-03 09:32:12 来源：范文大全收藏下载本文

Technology Aignment Agreement

This Technology Aignment Agreement (\"Agreement\") is entered into effective

March **, 20**.between ***., a California

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corporation (\"Company\") and ***., a Delaware corporation

(\"Developer\").

1.Aignment Developer hereby aigns to the Company exclusively----------

throughout the world all right, title and interest (choate and inchoate) in (i) the subject matter referred to in Exhibit A(\"Technology\"), (ii) all precursors,---------

portions and work in progre 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 secrets, trademark rights, mask works rights and all other intellectual and industrial property rights of any sort and all busine, 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 iue to Developer 150,000 shares

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of common stock of the Company effective as of the date of this Agreement pursuant to the Aet Purchase Agreement of even date between the Company and

Developer.Such shares shall be the only consideration required of the Company

with respect to the subject matter of this Agreement.

3.Further Aurances: Competition: Marketing.Developer agrees to aist

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the Company in every legal way to evidence, record and perfect the Section I aignment and to apply for any obtain recordation of and from time to time enforce, maintain, and defend the aigned rights.If the Company is unable for

any reason whatsoever to secure the Developer\'s signature to any document it is

entitled to under the Section 3, Developer hereby irrevocably designates and appoints the Company and its duly authorized officer and agents, as its agents and attorneys-in-fact with full power of substitution to act for and on its behalf and instead of Developer, to execute and file any such document or documents and to do all other lawful permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Developer.

4.Confidential Information.Developer will not use or disclose anything

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aigned to the Company hereunder or any other technical or busine information

or plans of the Company, except to the extent Developer can document that it is

generally available (through no fault of Developer) for use and disclosure by the public without any chare, 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

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Developer: (i) was the sole owner of all rights, title and interest in the

Intellectual Property and the Technology, (ii) has not aigned, 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 aignment 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 (vi) 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 aignable 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-cla, registered or certified U.S.mail, postage prepaid to the

respective addrees of the parties as set below (or such other addre as a party may designate on 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 prelude further exercise of nay 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 neceary to that this agreement shall otherwise remaining 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 California and the United States without regard to conflicts of laws provisions thereof.The prevailing party to 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 pre 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 without 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 related to the subject matter of

this Agreement,

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day

and year first set forth above.

***.,***.,

A California CorporationA Delaware Corporation

By: /s/ NameBy: /s/ Name

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Name, TitleName, Title

Exhibit Abut to limited to -mobile digital computing disks capableof storing an individual\'s complete medical records or an individual\'s

genome (DNA make-up).

ASSIGNMENT OF PATENT

For good and valuable consideration, receipt of which is hereby

acknowledged,

the undersigned ***., a Delaware corporation (\"Aignor\")

hereby aigns to UNITED COMMUNICATOS HUB, INC., a California corporation

(\"Aignee\") all right, title and interest in and to letters of patent of the United States No.5,731,629 dated March 24, 1998 iued to Lloyd Harold Woodward

and aigned to Aignor for \"personal memory devices carried by an individual

which can be read and written to.\"

Executed on March 13, 2002.

***.,

A Delaware Corporation

By:/s/Name

------Name, CEO

[Attach Acknowledgement of Notary Public]

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/s/Name

Commiion expires Date

ASSIGNMENT OF TRADEMARK

For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned ***., a Delaware corporation

(\"Aignor\") hereby aigns to UNITED COMMUNICATIOS HUB, INC., a California

corporation (\"Aignee\") all right, title and interest in and to the

trademark/servicemark \"Memory Beyond Words\" which is registered under Reg.No.

2,135,456 dated February 10, 1998, in the United States Patent and Trademark

Office.

Executed on March **, 20**.

***.,

A Delaware Corporation

By:/s/Name

------Name, CEO

[Attach Acknowledgement of Notary Public]

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/s/ Name

Commiion expires Date

ASSIGNMENT OF TRADEMARK

For good and valuable consideration, receipt of which is hereby acknowledged, the undersigned ***., a Delaware corporation

(\"Aignor\") hereby aigns to UNITED COMMUNICATIOS HUB, INC., a California

corporation (\"Aignee\") all right, title and interest in and to the trademark

\"Medi-Tag\" which was published on May 28, 1996, as Serial No.74/646,213 in accordance with Section 12(a) of the Trademark Act of 1946, as amended and which

is registered under No.datedin the United States Patent and

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Trademark Office,

Executed on March **, 20**.

***.,

A Delaware Corporation

By:/s/ Name

------Name, CEO

[Attach Acknowledgement of Notary Public

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/s/

Commiion expires Date