Exhibit 10.13
CORPORATE CONTRIBUTION AND
GENERAL CONVEYANCE AGREEMENT
THIS CORPORATE CONTRIBUTION AND GENERAL CONVEYANCE AGREEMENT (the "Agreement")
dated as of August 4, 2005 (the "Effective Date") is entered into by and between
iVoice, Inc., a New Jersey corporation (the "Corporation") and iVoice
Technology, Inc., a New Jersey corporation (the "Subsidiary").
WITNESSETH:
WHEREAS, the Corporation owns one hundred percent (100%) of the issued and
outstanding capital stock shares of the Subsidiary; and
WHEREAS, the Corporation desires to contribute certain of its intellectual
property and patents to the Subsidiary listed on Exhibits A and B herein
(collectively referred to hereinafter as the "Intellectual Property");
WHEREAS, the Subsidiary desires to accept such contribution and the Corporation
has agreed to convey all of its assets related to certain of its Intellectual
Property to the Subsidiary and the Subsidiary has agreed to assume all of the
liabilities associated with the Intellectual Property;
NOW, THEREFORE, in consideration of the premises contained herein and the sum of
Ten Dollars ($10.00) and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Contribution and Conveyance of Assets. Subject to the terms and conditions
herein set forth, the Corporation hereby contributes, conveys, assigns and
delivers to the Subsidiary, as of the Effective Date, and the Subsidiary hereby
accepts, all of the Corporation's right, title and interest in and to any and
all of the assets of the Corporation relating to, and used in connection to the
Intellectual Property and specifically set forth on Exhibit A and B herein.
2. Assumption of Liabilities and Obligations. Subject to the terms and
conditions herein set forth, the Subsidiary hereby assumes and agrees to
perform, observe, satisfy and fulfill all of the duties, liabilities and
obligations relating to and arising out of the Intellectual Property, whether
direct or indirect, contingent or otherwise, now existing or hereafter arising,
under, pursuant to or in connection with all contracts, agreements,
arrangements, debts, covenants, accounts indemnities, claims, charges, taxes,
suits, actions, damages, executions, judgments, assessments, government review
and audits, or other liabilities or obligations of any nature whatsoever of or
affecting the Intellectual Property in existence as of the date hereof or
arising from or relating to actions or omissions of the Corporation relating to
the Intellectual Property prior to the date hereof (collectively referred to as
the "Liabilities").
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3. Consents and Approvals. The Corporation and Subsidiary agree that the
assignments and assumptions represented herein are intended to comply with all
applicable laws of federal, state and local governments, and those contracts,
agreements and other instruments to which the Corporation or the Subsidiary may
be a party. Accordingly, each party agrees to use its best efforts to obtain any
and all consents, authorizations and approvals from those governments or other
parties whose rights require their consent, authorization or approval to this
Agreement.
4. Further Assurances. The Corporation and the Subsidiary agree to execute
and deliver all documents and instruments, and to perform or cause to be
performed such further acts or things, as may be reasonably necessary to carry
out the intended assignments, assumptions and other transactions contemplated by
this Agreement.
5. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS
CONVEYANCE OF THE ASSETS BY THE CORPORATION TO THE SUBSIDIARY IS "AS-IS",
"WHERE-IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ANY
NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES
WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR VALUE). THE
SUBSIDIAIRY ACCEPTS THE ASSETS SUBJECT TO ANY AND ALL MORTGAGES, CLAIMS,
CHARGES, LIENS, EASEMENTS, LIMITATIONS, RESTRICTIONS, COMMITMENTS, SECURITY
INTERESTS AND OTHER ENCUMBERANCES OF ANY NATURE WHATSOVER.
6. Amendment. This Agreement shall not be amended, except pursuant to a
writing executed by all of the parties hereto.
7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.
8.
Entire Agreement. This Agreement set forth the entire understanding and
agreement between the parties as to the matters covered herein and supersedes
and replaces any prior understanding, agreement or statement (written or oral)
of intent. Except as expressly provided for herein, no provision of this
Agreement shall be construed to confer any rights, or remedies on any person
other than the Corporation or Subsidiary.
9. Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
10. Governing Law. The Agreement shall be construed in accordance with, and
governed by the laws of the State of New Jersey.
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[SIGNATURE PAGES TO FOLLOW]
IN WITHNESS WHEREOF, this Agreement has been executed and delivered as of
the date first written above.
iVoice, Inc.
a New Jersey corporation
By: /s/ Jerome Mahoney
-----------------------------------------
Jerome Mahoney
President and Chief Executive Officer
iVoice Technology, Inc.
a New Jersey corporation
By: /s/ Mark Meller
-----------------------------------------
Mark Meller
President and Chief Executive Officer
Exhibit A
Patents Awarded and/or Pending
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None
Exhibit B
Intellectual Property
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