Owl Eye View: IP transfer paperwork

Intellectual Property Assignment

INTELLECTUAL PROPERTY ASSIGNMENT

This Intellectual Property Assignment (the “Assignment”) is made and effective as of

March 13. 2018. ("Effective Date") by and between Widdershins, LLC dba Jeff Mach Events, a corporation (the "Assignor") and Tammy Shipps, an individual (the "Assignee"). The Assignor and the Assignee may be referred to individually as a "Party" or collectively as the "Parties."

RECITALS

WHEREAS is the Assignor's intention to assign and transfer to the Assignee all of its right, title, and interest in and to the Intellectual Property (as defined below); and

WHEREAS, the Assignee desires to purchase or acquire all of the Assignor's right, title, and interest in and to the Intellectual Property; and

WHEREAS, each Party is duly authorized and capable of entering into this Assignment.

NOW, THEREFORE, in consideration of the covenants and premises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ASSIGNMENT OF INTELLECTUAL PROPERTY.

Effective as of the Effective Date, the Assignor sells, transfers, conveys, assigns, and delivers to the Assignee, and the Assignee accepts and assumes all right, title, and interest of the Assignor in and to the following:

the intellectual property referred to in Exhibit A hereto;
all precursors, portions, and works in progress with respect thereto and all inventions, works of authorship, mask works, technology, information, know-how, materials, and tools relating thereto or to the development, support, or maintenance thereof;
all copyrights, patent rights, trade secret rights, trademark rights, mask works rights, and all other intellectual property rights and all business, contract rights, and goodwill in, incorporated, or embodied in, used to develop, or related to any of the foregoing: and
the registrations and applications for registrations of the foregoing (collectively "Intellectual Property")

CONSIDERATION.

As consideration for the assignment of the Intellectual Property and the Assignor's representations and warranties, the Assignee promises to pay the Assignor the amount of Two Thousand and Five Hundred dollars ($2500.00), which was paid in advance on February 21, 2018.

ASSIGNOR'S REPRESENTATIONS AND WARRANTIES.

The Assignor hereby represents and warrants to the Assignee that it:

is the sole owner (other than the Assignee) of all right, title, and interest in and to the intellectual Property;
has not assigned, transferred, licensed, pledged, or otherwise encumbered any Intellectual Property or agreed to do so;
has full power and authority to enter into this Assignment and to make the assignment as provided in Section 1;
is not aware of any violation, infringement, or misappropriation of any third party's rights (or any claim thereof) by the Intellectual Property;
is not aware of any third-party consents, assignments, or licenses that are necessary to perform under this Assignment;
is not aware of any questions or challenges with respect to the patentability or validity of any claims of any existing patents or patent applications relating to the Intellectual Property; and
was not acting within the scope of employment of any third party when conceiving, creating, or otherwise performing any activity with respect to any item of Intellectual Property purportedly assigned in Section 1.

The Assignor agrees to immediately notify the Assignee in writing if any facts or circumstances arise that would make any of the representations in this Assignment inaccurate.

ASSIGNEE'S REPRESENTATIONS AND WARRANTIES.

The Assignee hereby represents and warrants to the Assignor that it:

has full power and authority to enter into this Assignment; and

has sufficient resources to complete the transaction contemplated by this Assignment and the authority to commit such resources for the purposes of such transaction.

The Assignee agrees to immediately notify the Assignor in writing if any facts or circumstances arise that would make any of the representations in this Assignment inaccurate.

DOCUMENTATION.

The Assignor will, as soon as is reasonably possible following a request from the Assignee, provide the Assignor with a complete copy of all documentation (in any format) relating to the Intellectual Property for the Assignee's own use, to meet record-keeping requirements of the Assignee, or to allow the Assignee to assert its rights granted pursuant to this Assignment. The Assignor will also, on request:

execute and deliver, or cause to be executed and delivered, to the Assignee any additional papers, including any separate assignments of the Intellectual Property, reasonably necessary to record the assignment in the United States [and throughout the world];
generally do all other lawful acts reasonable and necessary to record the Assignment in the United States; and
execute all lawful papers reasonable and necessary for Assignee to obtain a patent, copyright, or trademark on any of the Intellectual Property and on any continuing, divisional, or reissue applications thereof.

INDEMNIFICATION.

The Assignor will indemnify the Assignee against and hold it harmless from:

any claim by a third party that any of the Intellectual Property or its use, manufacture, sale, distribution, or reproduction infringes or misappropriates any copyrights, trade secrets, patents, or other intellectual property;
any claim by a third party that this Assignment conflicts with, violates, or breaches any contract, assignment, license, sublicense, security interest, encumbrance, or other obligation to which the Assignor is a party or of which it has knowledge;
any claim relating to any past, present, or future use, licensing, sublicensing, distribution, marketing, disclosure, or commercialization of any of the Intellectual Property by the Assignor; and
any litigation, arbitration, judgments, awards, attorneys' fees, liabilities, settlements, damages, losses, and expenses relating to or arising from (a), (b), or (c) above.

The Assignor agrees to retain all existing debts, personal or otherwise, incurred during the use of any of the Intellectual Property prior to February 2, 2018, or during the use of the Intellectual Property during any event or business transaction executed or partially executed by the Assignor.

Silver Phoenix Society, Inc. has been effectively in control of and running the Intellectual Property described below as the Steampunk World's Fair as of February 2, 2018. The Intellectual Property of the Steampunk World's Fair will automatically revert to the Assignee after either May 7", or 7 business days after the successful completion of the Steampunk World's Fair, whichever comes first.

SUCCESSORS AND ASSIGNS.

All references in this Assignment to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Assignment shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties.

NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of any covenant or obligation under this Assignment, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Assignment shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

NOTICE.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective Party as follows:

If to the Assignor:

[names and addresses redacted]

If to the Assignee:
[names and addresses redacted]

GOVERNING LAW.

This Assignment shall be governed by the laws of the state of New Jersey. In the event that litigation results from or arises out of this Assignment or the performance thereof, the Parties agree to reimburse the prevailing Party's reasonable attorneys' fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

COUNTERPARTS/ELECTRONIC SIGNATURES.

This Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Assignment, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

SEVERABILITY.

Whenever possible, each provision of this Assignment, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Assignment will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

ENTIRE AGREEMENT.

This Assignment, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

HEADINGS.

Headings used in this Assignment are provided for convenience only and shall not be used to construe meaning or intent.

[SIGNATURE PAGE FOLLOWS]

EXHIBIT A:

DESCRIPTION OF INTELLECTUAL PROPERTY

Description of Property

Steampunk World's Fair IP

Wicked Faire IP

Glimmerdark IP

Registration / Application

Number

N/A

Date of Filing / Date of

Registration

N/A

"IP" as described above includes but is not limited to the following:

All branding, graphics, copy, and other text related to the above named;
Websites, domain names, social media accounts, and databases;

Excluding the Steampunk World's Fair Facebook Page

Contact information, mailing lists, attendee/vendor/performer information;

Assignor will retain access and usage rights to any and all mailing list contact information and prior records in the Assignor's “Constant Contact" account; and
Assignee will gain access and usage rights to the sale mailing list and contact information and all archived/historical data for prior mailings in the Assignor's "Constant Contact" account.

Cut off text filled in within HIGHLIGHTED italicized brackets

[IN WITNES]S WHEREOF, the Parties have executed this Assignment as of the [date first above [wr]itten.

[ASSIGNOR] Widdershins, LLC dba Jeff Mach Events

Signed without attorney review.

By: Jeff Mach [Jeff Mach’s signature]
Name: Jeff Mach [Jeff Mach’s printed name]

Title: Individual [? Handwritten]

ACKNOWLEDGMENT

OF NOTARY PUBLIC

)

State of New Jersey)

).ss

County of Bergen )

On this 13th day of MARCH, 2018, before me, the undersigned Notary Public, personally appeared before me Jeff Mach, personally known to me or proved to me on the basis of satisfactory evidence to be the individual who signed the foregoing document as the CEO/Owner of the Widdershins, LLC and acknowledged to me that [he] [she] executed the same in [his] [her] authorized capacity, and that by such signature, the person executed the instrument.

WITNESS my hand and official seal.

Signature of Notary Public: Kay E. Simmons [Kay E. Simmons’s signature]

My Commission Expires: April 27, 2021 [Handwritten date]

[Notary Public seal stamped]

KAY E SIMMONS

Notary Public

State of New Jersey

My Commission Expires Apr 27, 2021

MISSING text filled in within HIGHLIGHTED italicized brackets

[ASSIGNEE] Tammy Shipps

By: Tammy J Shipps [Tammy J Shipp’s signature]
Name: Tammy Shipps [Tammy Shipp’s printed name]

Title: