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Title: |
Technology Purchase Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
14KB total |
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Price: |
$42 |
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ID: |
#1275444 |
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TECHNOLOGY PURCHASE AGREEMENT
This Agreement made this 12th day of April, 2005.
BETWEEN:
ICON DEVELOPMENT, INC., a Nevada corporation having a Registered and Records Office located at: 50 West Liberty Street, Suite 880 Reno, Nevada USA, 89501
(hereinafter referred to as the "Purchaser")
OF THE FIRST PART
AND: FUSION INOVATIONS a British Columbia corporation
having a place of business located at:
Burnaby, British Columbia
Canada
(hereinafter collectively referred to as the "Vendor")
OF THE SECOND PART
WHEREAS the Vendor has developed certain information, expertise, know-how,
show-how related to a proprietary software program, marketed under the trade
name Smart Office. (collectively referred to as the Technology).
AND WHEREAS the Vendor has utilized the Technology to develop and market
this Soft Ware Program.
AND WHEREAS the Vendor wishes to sell and the Purchaser wishes to
purchase the Technology and related software programs.
NOW THEREFORE this Agreement witnesses that in consideration of the
premises, and of the mutual covenants and agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged the parties hereto have agreed to and do hereby agree as follows:
1.
DEFINITIONS
1.1
In this Agreement, unless a contrary intention appears, the following words and phrases
shall mean:
a.
Technology means and shall include any Patents and all of the information, data, schematics blueprints, drawings, registered and unregistered trademarks, trade-names, copyrights, designs expertise, and know-how of every nature and kind related to this software program, held by the Vendor either directly or indirectly and shall include any improvements modifications or variations thereto.
b. "Net Sales Revenue" shall have the meaning as set out in Schedule "A"
2.
PURCHASE AND SALE OF ASSETS
0.1
Upon the terms and subject to the conditions hereof, the Purchaser agrees to
purchase, and the Vendor agrees to sell, assign and transfer to the Purchaser the
Technology.
0.2
The parties shall, enter into such further agreements and execute any and all
documents as may be necessary and reasonably required to ensure that ownership of the
Technology vests and remains with the Purchaser.
3.
PURCHASE PRICE
0.1
The Vendor agrees to sell and the Purchaser agrees to purchase the Technology from the
Vendor for the following consideration:
a.
The sum of SEVEN THOUSAND FIVE HUNDRED USD ($7,500) USD payable upon execution of this agreement, and
b.
A royalty of THREE PERCENT (3%) calculated on the Net Sales Revenue of any product that uses all or any portion of the Technology until, development costs incurred to date have been recovered to a maximum of USD THREE HUNDRED THOUSAND ($300,000) DOLLARS. After which the royalty shall be reduced to ONE (1%) PERCENT; and
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