Identity Commons Brand Transfer
In 2007, we will be creating a new non-profit corporation (in the US state of Florida) to be the legal entity for IdentityCommons. The old legal entity will transfer its brand to the new entity. This page lists some of the information related to the brand transfer.
- The current board for the old legal entity is chaired by Owen Davis (who can be reached via his contact page).
ASSIGNMENT OF WEBSITE AND DOMAIN NAME
THIS ASSIGNMENT is made the _ day of March, 2007, BETWEEN Identity Commons, Inc., a California corporation, with its principal offices at 4104 24th St., #588, San Francisco, California 94114, (the "Assignor") AND Daniel W. Perry, Esquire, a licensed Florida Civil Law Notary and Florida attorney, with his principal offices at 4767 New Broad St., #1007, Orlando, Florida 32814-6405 (the "Assignee-Trustee")
WHEREAS
A. The Assignor has created websites known as idcommons.com, idcommons.net, idcommons.org, identitycommons.com, identitycommons.net, and identitycommons.org, a copy of the web pages of which are contained in Schedule 1 and adopted (the "Websites").
B. The Assignor has registered the Internet domain names idcommons.com, idcommons.net, idcommons.org, identitycommons.com, identitycommons.net, and identitycommons.org, registration details of which are also specified in Schedule 1 and adopted (the "Domain Names").
C. The Assignee-Trustee wishes to acquire all right, title and interest past, present and future to the Websites, to the Domain Names and to all upgrades, enhancements, modifications, new versions and derivations of the Websites and the Domain Names.
D. The parties have agreed to enter into this Assignment in order formally to assign such rights absolutely and irrevocably to the Assignee-Trustee.
E. The Assignee-Trustee will hold all right, title and interest past, present and future to the Websites, to the Domain Names and to all upgrades, enhancements, modifications, new versions and derivations of the Websites and the Domain Names in trust for the benefit of Identity Commons, Inc., a Florida Corporation.
NOW THEREFORE THE PARTIES HAVE AGREED AS FOLLOWS:
1. Interpretation
(a) In this Assignment, unless the context requires otherwise:
"associated documentation" shall mean any material or information (on whatever media) relevant to the Websites and Domain Names as may have been created from time to time including the Website design and functionality drawings, programming material, modification information, schematics, flow charts, listings which are designed to assist or supplement the development, understanding, application or modification of the Websites.
"Domain Names" shall mean the domain names specified in Schedule 1, together with any "substantially similar" names which the Assignor may have registered as at the date of this assignment which are or may be associated with the Websites.
"encumbrance" shall mean and include any interest or equity of any person (including without prejudice to the foregoing generality, any right to acquire, option or right of preemption) or any mortgage, standard security, charge, pledge, lien or assignment or other encumbrance, priority or security interest or arrangement of whatsoever nature over or in the relevant property.
"Intellectual Property Rights" or "IPRs" shall mean all intellectual and industrial property rights of whatever nature comprised in or relating in any way to the Websites and Domain Names anywhere in the world and all rights pertaining thereto, whether recorded or registered in any manner, or otherwise, including without prejudice to the foregoing generality, patents, trademarks, registered designs (including applications for any of the same), copyright, design rights, semi-conductor topography rights, database, Website and Domain Name rights, mask works, trade secrets, know-how, business names, trade names, brand names, domain names and all other legal rights anywhere in the world protecting such intangible property.
"Websites" shall mean all web pages including all visual, audio, audio-visual, linking, meta-tagging, positioning and other electronic, digital and other aids which make up the look, "feel" and functionality of the Websites created by the Assignor and described in Schedule 1.
(b) The headings are inserted for convenience only and shall not affect the construction of this Assignment.
(c) The attached Schedule is part of and shall be read together with this Assignment.
2. Assignment
(a) The Assignor hereby assigns absolutely and irrevocably to the Assignee-Trustee free from any encumbrances all right, title and interest past, present and future in and to the Websites and Domain Names including but not limited to:
(i) the Intellectual Property Rights in the Websites and Domain Names, together with all rights and powers arising or accrued therefrom;
(ii) the Intellectual Property Rights in any upgrades, enhancements, modifications, new versions, new releases and derivations of the Websites and Domain Names;
(iii) the right to apply for, prosecute and obtain patents, trade marks or similar protection throughout the world in respect of the Websites and Domain Names or any such improvement relating thereto, such that the grant of any patents, trade mark or similar protection shall be in the name of and vest in the Assignee-Trustee;
(iv) any confidentiality undertakings given to the Assignor by any third party in respect of the disclosure to such third party of information relating to the Websites and Domain Names insofar as the same is capable of being assigned or if not capable of being assigned the Assignor agrees to hold the benefit of the same for the account of the Assignee-Trustee absolutely and exclusively.
(b) The Assignor shall immediately upon the signing of this Assignment deliver to the Assignee-Trustee a full copy of the Websites (in such format as the parties shall agree), the registration details of Domain Names, together with any required assignment document duly signed and, if necessary, notarized and all associated documentation and IPRs therein and relating to the Websites and Domain Names for the Assignee-Trustee's sole and exclusive use and exploitation of the same worldwide.
3. Future Assistance
(a) The Assignor covenants that, at the request of the Assignee-Trustee, it will at all times hereafter do all such acts and execute all such documents as may reasonably be necessary or desirable to:
(i) give reasonable assistance to the Assignee-Trustee in securing the vesting in the Assignee-Trustee of all rights assigned to the Assignee-Trustee hereunder;
(ii) give reasonable assistance to the Assignee-Trustee in applying for and obtaining a grant of patents in the name of the Assignee-Trustee over the Websites and Domain Names or any technology comprised therein or any improvement in relation thereto;
(iii) give reasonable assistance in the resolution of any question concerning the grant of patents or similar protection;
(iv) give reasonable assistance to the Assignee-Trustee in defending any action or refute any claim that the Websites and Domain Names or any subsequent improvement in relation thereto infringes the Intellectual Property Rights of a third party;
(v) give reasonable assistance to the Assignee-Trustee in perfecting title to the Intellectual Property Rights in the Websites and Domain Names or improvements relating thereto;
(vi) give reasonable assistance to the Assignee-Trustee in taking action against any third party misusing, usurping or infringing the Intellectual Property Rights in the Websites and Domain Names or improvements relating thereto;
(vii) give reasonable assistance to the Assignee-Trustee in enforcing any confidentiality or similar undertakings given to the Assignor in respect of the Websites and Domain Names by any third party for the benefit of the Assignee-Trustee.
(b) Such acts referred to in (a) above shall include, without limitation and without prejudice to their generality, executing further assignments in respect of the Websites and Domain Names and any improvements relating thereto and applying for patents in respect of the Websites and Domain Names and any improvement relating thereto in any territory the Assignee-Trustee may indicate and assigning such applications or patents granted to the Assignee-Trustee.
(c) In the event that the Assignor is required to cooperate and assist the Assignee-Trustee in accordance with sub-clause (a) above, the Assignee-Trustee shall pay the Assignor such reasonable costs and expenses as the circumstances require unless such acts are necessary to use, secure, prove, verify or exploit any of the rights in the Websites and Domain Names or IPRs assigned hereunder.
4. Undertakings by the Assignor
The Assignor undertakes that it will not itself or through any other party create a website or register a domain name which is the same or substantially similar to that which is being assigned. For the purposes of this clause the 'same' or 'substantially similar' when referring to a domain name shall include but shall not be limited to domain names which only vary from that assigned by virtue of their ending (eg .. com, .co.uk, .au, .jp or .net, .org etc) or are misspelled or hyphenated or consist of such other minor variation to that assigned.
5. Applicable Law
This Agreement entered into shall be exclusively governed by and construed in accordance with the laws of the United States and the State of Florida, without respect to its choice of law provisions, and the state and federal courts located in the State of Florida shall have exclusive jurisdiction over all disputes arising hereunder or in connection with the subject matter hereof. The parties hereby irrevocably consent to personal jurisdiction of such courts for such purpose and waive any right to allege lack of personal jurisdiction, improper venue or inconvenient forum in any such action brought in any such court.
Signing Provisions
Identity Commons, Inc.
By:
Name of signatory:
Title: _
Date: _
Daniel W. Perry, Esq., Assignee-Trustee Identity Commons, Inc., A Florida Corporation
By:
Name of signatory:
Title: _
Date: _
SCHEDULE 1
THE WEBSITE AND DOMAIN NAME (name, description and IPRs relating thereto)
===========
idcommons.com
===========
idcommons.net
===========
idcommons.org
===========
identitycommons.com
===========
identitycommons.net
===========
identitycommons.org
