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EXHIBIT 10.14
ASSIGNMENT AGREEMENT AND LICENSE
Effective April 19, 1999
BETWEEN:
CYBEROAD GAMING CORPORATION, a St. Kitts corporation having a place
of business at Box 174, Basseterre, St. Kitts, West Indies
(the "Assignor")
AND
CYBEROAD.COM (ISLE OF MAN) LIMITED an Isle of Man corporation having
a place, of business at International House, Castle Hill, Victoria
Road, Douglas, Isle of Man, IM2 4RB
(the "Assignee")
1.0 ASSIGNMENT
1.1 In consideration of the sum of three hundred thousand U.S. dollars
($300,000.00 U.S.) and the grant of a two site license by the
Assignee to the Assignor for 100% ownership of two companies
operating in Costa Rica: Sistemas de Informacion Tecnologica (SIT)
and Informacion y Tecnologia Canadiense (ITC) and the use of the
software "CR Netbook" and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
Assignor hereby transfers, conveys, and assigns to the Assignee all
of its rights, title and interest in and to the software product
known as "CR Netbook". The said software product shall include:
1.1.1 the source code for the software "CR Netbook";
1.1.2 copyright in all countries of the world;
1.1.3 all software modules that make up the "CR Netbook" system in
all languages, formats, media and versions and all
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modifications, updates and enhancements thereto produced up to
the effective date of this Agreement;
1.1.4 all user documentation; and
1.1.5 the trademark to the name "C.R. Netbook".
1.2 The Assignor shall not retain any copies of the source code for the
software "CR Netbook" and shall forward the said source code to the
Assignee forthwith.
2.0 ASSIGNOR'S WARRANTIES
2.1 The Assignor represents, warrants and covenants with the Assignee
that, subject to the rights granted herein, the Assignor has all
proprietary rights, title and interest in and to the software
product known as "CR Netbook" including copyright and trademark,
sufficient to assign all rights to the software pursuant to this
Agreement.
2.2 The Assignor represents, warrants and covenants with the Assignee
that there are no liens, encumbrances, security interests, pending
litigation and claims that would adversely affect any of the rights
assigned pursuant to this Agreement.
2.3 The Assignor shall defend the Assignee against any claim that any
portion of the software assigned pursuant to this Agreement
infringes any patent, trademark, trade secret or copyright, and the
Assignee shall pay any an all court costs awarded and legal fees
incurred in respect of any such claim, provided that:
2.3.1 the Assignee notifies the Assignor of the claim; and
2.3.2 the Assignor has the option of taking sole control of the
defense and all related settlement negotiations.
3.0 ASSIGNEE'S WARRANTIES
3.1 The Assignee warrants that in the event of insolvency of either the
Assignor or its parent corporations all of the rights, titles and
interests described herein will revert to the Assignor
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3.0 LICENSE
4.1 The Assignee hereby grants for the Assignor a non-exclusive license
to use the object code for the computer program "CR Netbook" and
accompanying documentation at two websites, subject to the terms and
restrictions set forth in this Agreement. The said websites shall
be:
- thebigbook.com
- a further website that the Assignor may establish
4.2 The Assignor may not copy or reproduce any part of the object code
for "CR Netbook" except for backup use. The Assignor may not
distribute copies of the said object code to others.
4.2.1 THE OBJECT CODE FOR TR NETBOOK" IS LICENSED "AS IS" WITHOUT
WARRANTY AS TO ITS PERFORMANCE.
4.3 THE ASSIGNEE SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OF THE OBJECT CODE FOR
"CR NETBOOK".
4.4 The license granted under this Agreement is effective until may
terminated. The Assignor terminate this license at any time by
destroying the object code for "CR Netbook" in all forms and the
documentation. The Assignee may terminate this license if the
Assignor breaches any term hereof.
5.0 SUCCESSORS
This Agreement shall ensure to the benefit of the Assignee and shall be
binding upon the Assignor and its executors, successors and assigns.
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6.0 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of Isle of Man.
IN WITNESS WHEREOF the parties have caused these presents to be executed
personally or by their duly authorized officers as of the day and year first
above written.
CYBEROAD GAMING CORPORATION CYBEROAD.COM (ISLE OF
MAN) LIMITED
Per: /s/ LAWRENCE COFIELD Per: /s/ JOHN COFFEY
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Name: Lawrence Cofield Name: John Coffey
Title: Director Title: Director
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Effective April 19,1999
BETWEEN:
CYBEROAD GAMING CORPORATION, a St. Kitts corporation having a place of business
at Box 174, Basseterre, St. Kitts, West Indies
(the "Assignor")
AND
CYBEROAD.COM (ISLE OF MAN) LIMITED, an Isle of Man corporation having a place
of business at International House, Castle Hill, Victoria Road, Douglas, Isle of
Man, IM2 4RB
(the "Assignee")
ASSIGNMENT AGREEMENT
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VARTY & COMPANY
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700-555 West Hastings Street
Vancouver, B.C. V6B 4N5