Exhibit 10.1
Assignment of Rights
ASSIGNMENT OF RIGHTS TO INTELLECTUAL PROPERTY FROM XETHOS GROUP, INC. TO
MEDIAFUSION, INC.
By this Assignment, XETHOS GROUP, INC., formerly known as GS TELECOM, LTD.,
assigns to MEDIAFUSION, INC. every and all rights to any and all Intellectual
Property to which XETHOS GROUP, INC. has rights, as of February 15, 2000, by
virtue of ownership, acquisition, control, license and/or option. In return for
this complete Assignment of rights, MEDIAFUSION, INC. agrees to remit to XETHOS
GROUP, INC. ten percent (10%) of all net profits form the sale of license of
this intellectual property. The term of this ASSIGNMENT shall be for seven years
from the date that this ASSIGNMENT is executed. MEDIAFUSION, INC. shall have the
option to renew this Assignment for an additional seven years (7 years) at that
time by giving notice at least ninety days in advance, in writing, to XETHOS
GROUP, INC., at the address listed above. In such instance, the terms and
conditions shall continue for the second seven year term.
It is understood that in receiving this Assignment, MEDIAFUSION intends to
examine, develop and market this intellectual property. In the event that no net
profits are realized by the end of the term of this Assignment, XETHOS may, at
its option, cancel the rights of renewal of this Assignment.
XETHOS and MEDIAFUSION agree that, on a regular and reasonable basis, an
accounting shall be made of the net profits and payments due, with provision for
an audit if that is reasonably requested.
XETHOS GROUP, INC. shall have the option of increasing the remittance, i. e. the
share of the net profit due XETHOS under the terms of this Assignment, to
fifteen percent (15%) of all said net profits by paying to MEDIAFUSION, INC. the
sum of $250,000 on or before May 1, 2000. If the $250,000 has not been received
on or before May 1, 2000, the share of net profits due to XETHOS GROUP, INC.
shall be fixed at ten percent (10%).
XETHOS GROUP, INC. warrants that it is the owner of or has acquired all rights
to the Intellectual Property and that the Intellectual Property is an original
work, and that the XETHOS GROUP, INC. has not previously entered into a contract
involving this work which would in any way prohibit this agreement. XETHOS
GROUP, INC. further warrants that this Intellectual Property has not been
assigned, transferred, or otherwise encumbered by any acts of failures to act of
XETHOS GROUP, INC. XETHOS GROUP, INC. will, for the full term of the copyright
and this agreement, whichever last terminates, defend, indemnify, and hold
MEDIAFUSION, INC. harmless against all claims, costs, damages, and expenses that
MEDIAFUSION, INC. may sustain or incur by reason of any breach of the above
mentioned warranties. Until such claim, demand, or suit has been settled or
withdrawn, MEDIAFUSION, INC. may withhold any sums due XETHOS GROUP, INC. under
this or any other agreement between. Notwithstanding the above, it is understood
by XETHOS and MEDIAFUSION that the intellectual propoerty that has been acquired
by XETHOS from MASSTECH is the subject of contested litigation in Alameda County
Superior Court, California USA and the warranties in this paragraph are limited
to such intellecual property as are deliverable by Xethos at the conclusion of
that litigation. Furthermore, it is also futher understood that the intellectual
property rights granted to MASSTECH coveredthe "Rights as may have application
in the fields of education and entertainment only" with rights outside of those
fields being not transferred to MASSTECH and therefore not transferred to GS
Telecom, Ltd. and XETHOS. Those rights were retained by the transferors.
Nevertheless, XETHOS Assigns all intellectual property rights to which it is
entitled, to MEDIAFUSION.
The Intellectual Properties Assigned to MEDIAFUSION, INC. include, but are not
limited to, the following list.
1. Source Code
2. Applications
3. Modules
4. Graphical User Interfaces
5. Plug-Ins
6. Script Extensions
7. Tools
8. Shaders
9. Written Documentation, notes or descriptions
10.Run-Time Help Systems
11.De-bugging routines
12.Fixes
13.Optimization routines
14.Video and/or Filmed documentation, process examples, interviews or
descriptions
15.Contents of the Home Accounts of all artists and technicians,
Administrators and Management
16.Verbal Documentation
17.Interviews conducted by Universal Syntropy Domain Experts
18.Internal Corporate, Employee or Subcontractor Memos regarding any aspect of
above items
19.Memos to Clients and Vendors regarding any aspect of above items
The above items are inclusive of any and all Intellectual Property utilized in
the making of special effects for certain feature films including, but not
limited to, "What Dreams May Come" and "The Matrix," by the entity and/or
entities known as the "Manex Companies" that granted the rights to their
intellectual property and from which the intellectual property rights covered in
this Assignment flow. The Manex Companies include, but are not limited to,
Manchester Exchange Investment Company Inc., Manex Entertinment Limited, Manex
Visual Effects LLC, Mass Illusions LLC, MASSTECH, Inc. The intellectual property
includes visual effects previsualization, preproduction, production, post
production, animation, compositing, image processing, motion analysis, "reality
capture", effects animation, Photogrammetry, rendering, color correction,
"Bullet-Time" solutions, image tracking, "Painted World" software, "virtual
cinematography", "virtual set" creation systems administration, "virtual
backlot", editing, motion control, machine control, back-up, image 'lock-up' or
similar and related processes and methodologies. To the extent that any of the
items in this paragraph may not have been included in the above listed items 1
through nineteen, it is hereby agreed that the items in this paragraph are and
shall be included in this ASSIGNMENT.
A. Notices
All notices, demands, or consents required or permitted under the agreement
shall be in writing and shall be delivered personally or by certified or
registered mail to the respective parties at the addresses set forth on the
signature page of this agreement or at other such addresses as shall be given by
either party to the other in writing.
B. Waiver Amendment
No waiver, amendment, or modification of any provision of this agreement shall
be effective unless in writing and signed by the party against whom such waiver,
amendment, or modification is sought to be enforced. No failure or delay by
either party in exercising any right, power, or remedy under this agreement,
except as specifically provided herein, shall operate as a waiver of any such
right, power, or remedy.
C. Successor and Assigns
This agreement shall be binding upon and inure to the benefit of heirs,
successors, and Assigns of the parties hereto.
D. Governing Law
The validity, construction, and performance of this agreement shall be governed
by the state of California and venue for any dispute shall rest and be in
Alameda County, California, USA.
E. Confidential Information
XETHOS GROUP, INC. and MEDIAFUSION, INC. acknowledge that in the course of their
dealings with each other, each will acquire information about the other of a
highly confidential and proprietary nature. Each party shall hold such
information in strict confidence and not reveal the same except as is required
to comply with court orders or until the same becomes public knowledge through
no fault of the party revealing the information. Such obligation of
confidentiality shall continue for a period of five (5) years after the
termination of this agreement.
F. Severability
If any of the provisions of this document shall be held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of the agreement
shall remain in full force and effect.
G. Entire Agreement
This agreement and the exhibits hereto constitute the entire agreement between
the parties concerning the subject matter hereof, superseding all prior
negotiations and discussions.
H. Gender and Number
The terms and words used in this agreement shall relate to the appropriate
gender of a party and to the appropriate number of parties as necessary by
context.
I. Remedies
The remedies hereunder shall be cumulative and not alternative; the election of
one remedy for a breach shall not preclude pursuit of other remedies.
J. Agency
Nothing contained herein shall make either party the agent or representative of
the other. Neither party has the authority to bind the other or incur any
liabilities on behalf of the other, nor to direct the employees of the other.
K. Time
Time is of the essence of this agreement and time shall be counted in accordance
with the normal practices relating to legal documents under the laws of the
State of California.
L. Titles and Headings
The titles and headings of each of the sections are intended for convenience
only and shall not be used in construing or interpreting the meaning.
Executed BY THE PARTIES on the dates and at the places set forth below:
Dated: , 2000. MEDIAFUSION, INC.
By: Robert C. Cheasty
Secretary and Director
MEDIAFUSION, INC.
Dated: XETHOS GROUP, INC.
By: S .Sam Lupton
Secretary and Director
Dated: XETHOS GROUP, INC.
By: C.P.Gervaise-Brazier
C E O and President and Director
XETHOS GROUP, INC.