Exhibit 10.5
ASSET SALE AGREEMENT
THIS ASSET SALE AGREEMENT ("Agreement") has been made and entered into as of
this ____ day of August, 2003, between World Information Corporation, a Nevada
corporation ("World Information"), and Knowgen Systems, Inc., a Michigan
corporation (the "Knowgen Systems") and Parsh Patel, individually.
RECITALS
A. The parties hereto desire to enter into this Agreement whereby Knowgen
Systems will sell to World Information the following assets:
o JODE Software
-------------
JODE is an integrated application desktop that guides developers
through the lifecycle processes, enabling them to use the appropriate
middleware tools and allowing them to focus on business needs and
abstracting them from the technical intricacies of the system, tools
and environment. This tool permits application developers to concentrate
strictly on the building of business applications. JODE will also
provide a consistent look and feel across the organization, thus enabling
the application developer the ability to deliver new business
applications or enhancements consistently in a rapid fashion.
o KnowPad Software
----------------
KnowGen's last mile connectivity product provides an integrated and
comprehensive solution for all aspects of the professional services
business. This concept is analogous to how FedEx tracks parcels.
However, KnowGen's system doesn't track parcels, it tracks people,
projects, designs, client relationships, assets and resources related
to any information technology job. The goal is to provide all its
qualified users accurate and immediate information displayed on all
specified, commonly used systems and devices and on all targeted
resources registered and tagged, again like FedEx registers and tags
all its parcels, on KnowGen's ASP system.
o All print material, source code, trademarks, patents and drawings developed
in connection with Jode and KnowPad Software, including posters, flyers,
newspaper copy advertisements, letterhead, including the right to use
templates for such material for future product development.
1
(hereinafter collectively referred to as the " Assets").
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the parties hereto agree as follows:
ARTICLE I.
THE ASSET SALE
1.1. Sale of Assets. Knowgen Systems hereby sells to World Information the
Assets free and clear of any liens or encumrances. World Information shall
receive the Assets in exchange for the title to the Assets and agreement to
indemnify World Information against undisclosed liabilities. Upon issuance of
50,000 shares of World Information common stock, the Assets shall be considered
transferred and sold by Knowgen Systems to World Information.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES
2.1. Representations and Warranties of Knowgen Systems. Knowgen Systems hereby
represents and warrants that all liabilities of Knowgen Systems as of the date
of this Agreement will be placed into his sole proprietorship prior to its Asset
transfer to World Information or otherwise be paid by Parsh Patel and that
Knowgen Systems will hold World Information harmless from the payment of
all such liabilities and the Assets are transferred free and clear.
2.2 Knowgen Systems shall hold the common stock indefinitely unless such shares
are subsequently registered under the Securities Act and under applicable state
securities laws or an exemption from such registration is available. Note
Holder has been advised or is aware of the provisions of Rule 144 promulgated
under the Securities Act which permits limited resale of the securities
purchased in a private placement subject to the satisfaction of certain
conditions including, among other things, the availability of certain current
public information about Company and compliance with applicable requirements
regarding the holding period and the amount of securities to be sold and the
manner of sale. Knowgen Systems represents that it is an "Accredited Investor"
as the term is defined in Rule 501(a) of Regulation D under the Securities Act.
ARTICLE III.
ARTICLE INDEMNIFICATION
3.1. Indemnification. From and for a period of 36 months after the closing of
the transactions contemplated by this Agreement, Knowgen Systems agrees to
indemnify, defend and save World Information and the Assets transferred and
each of its officers, directors, employees, agents, affiliates and subsidiaries
(each an "Indemnified Party") harmless from and against, and to promptly pay to
an Indemnified party or reimburse an Indemnified Party for, any and all
liabilities, losses, costs, expenses, interest and fines (including reasonable
fees and expenses of attorneys, accountants and other experts incurred by any
Indemnified Party in any action or proceeding
2
between such Indemnified party and Knowgen Systems or between any Indemnified
Party and any third party or otherwise) sustained or incurred by any Indemnified
party relating to, resulting from, arising out of or otherwise by virtue of the
Knowgen Systems Liabilities, or any breach of a representation or warranty made
herein by Knowgen Systems, or a breach or failure to observe or perform any of
the agreements contained in this Agreement. If after August 1, 2004, there is
no breach of warranty or claim relating to the Assets title, World Information
shall issue 50,000 shares of it's common to Knowgen Systems. If after August 1,
2005, there is no breach of warranty or claim relating to the Assets title,
World Information shall issue 50,000 shares of it's common to Knowgen Systems.
ARTICLE IV.
MISCELLANEOUS
4.1. Assignability and Parties in Interest. This Agreement shall not be
assignable by any of the parties hereto without the consent of all other
parties hereto. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective successors. Nothing in this
Agreement is intended to confer, expressly or by implication, upon any other
person any rights or remedies under or by reason of this Agreement.
4.2. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Nevada. Each of the
parties hereto consents to the personal jurisdiction of the federal and state
courts in the State of Nevada in connection with any action arising under or
brought with respect to this Agreement.
4.3. Counterparts. This Agreement may be executed as of the same effective
date in one or more counterparts, each of which shall be deemed an original.
4.4. Headings. The headings and subheadings contained in this Agreement are
included solely for ease of reference, and are not intended to give a full
description of the contents of any particular Section and shall not be given
any weight whatever in interpreting any provision of this Agreement.
4.5. Complete Agreement. This Agreement and the documents referred to herein
contain the entire agreement between the parties and, except as provided
herein, supersede all previous negotiations, commitments and writings.
4.6. Modifications, Amendments and Waivers. This Agreement shall not be
modified or amended except by a writing signed by each of the parties hereto.
4.7. Severability. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced by any rule of law or public policy,
all other terms and provisions of this Agreement will nevertheless remain in
full force and effect. Upon any such determination that any term or other
provision is invalid, illegal, or incapable of being enforced, the parties
hereto will negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible.
3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
KNOWGEN SYSTEMS, INC.
By:
- ---------------------
PARSH PATEL
- ---------------------
INDIVIDUALLY
WORLD INFORMATION
By:
- ---------------------
4