Acquisition Agreement for Co-Ownership Rights in Software by Megadox


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                                     IN COMPUTER SOFTWARE

This Agreement is made the ___ day of ____________, ________ by and between PURCHASER, with an office at
_________________ (“PURCHASER”); and VENDOR, with an office at __________________ (“VENDOR”).


A.       VENDOR has developed or purchased and thereby owns all right, title, and interest, including all copyright
         interests, in and to certain computer software and related documentation described in Schedule “A” hereto.

B.       PURCHASER and VENDOR intend that PURCHASER shall acquire all patent rights and an undivided
         ____% interest in all other right, title, and interest in and to such software and documentation in accordance
         with this Agreement.

NOW THEREFORE, IN CONSIDERATION OF the terms and conditions of this Agreement, the premises
contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, PURCHASER and VENDOR hereby agree as follows:

1.       Definitions

The following definitions shall apply in this Agreement unless otherwise expressly provided or the context
otherwise requires:

    “Closing Date” means _____________, or such other date to which VENDOR and PURCHASER may agree in

    “Deliverables” means the copies of the Software and related materials to be provided to PURCHASER and all
     other deliverables specified in Schedule “A”.

    “Effective Date” means _____________.

    “Existing Agreements” means the agreements contained in Schedule “__”.

    “Further Assurances” means communicating the facts concerning the Software, improvements in the Software,
     and to do generally, as and when requested by PURCHASER, everything reasonably possible to confirm the
     rights granted to PURCHASER, its successors, assigns, and legal representatives, to aid PURCHASER, its
     successors, assigns, and legal representatives to obtain and enforce proper protection for PURCHASER's rights
     in the Software and any improvements thereon in all countries throughout the world, including testifying before
     appropriate tribunals, recording in all appropriate registries evidence of the rights granted to PURCHASER by
     this Agreement, and obtaining in writing an assignment of all rights from all of VENDOR's employees,
     independent contractors, and all other entities acting on VENDOR's behalf which could have rights in or to the
     Software, either now and/or in the future.

    “Individuals” means ___________________ collectively.

    “Patent Rights” means all, right, title, and interest, related to or arising out of the Software, in and to all
     domestic and foreign patent rights, patent registrations, and patent applications, all patentable subject matter, all
     patentable inventions, and all shop rights related to patentable subject matter.

    “Purchase Price” means the sum of $_____________.

    “PURCHASER Group” means PURCHASER, its subsidiaries, affiliates, shareholders, officers, employees,
     independent contractors, agents, licensees, and sublicensees, collectively and individually.

    “PURCHASER Subsequent Modifications” means Subsequent Modifications made by or on behalf of
     PURCHASER or acquired by or on behalf of PURCHASER.

     “Schedules” means the following Schedules, attached hereto and incorporated herein by reference for all
      purposes: (list)

     “Software” means the computer software and related documentation described in Schedule “A”, which

      (a)           The Software in all formats;

      (b)           All copyright, trade secret, moral, and other proprietary rights, except Patent Rights, in and to the
                    Software, including those rights in countries other than ________;

      (c)           The VENDOR software products known as “______________” and prior versions of the Software;

      (d)           All documentation for the Software, including change control files, design documents, and software
                    development specifications; and

      (e)           All derivative works and all enhanced, corrected, modified, and updated revisions and versions of the
                    Software as developed and/or acquired by VENDOR on or before the Closing.

     “Subsequent Modifications” means any change to the Software including enhanced, modified, and updated
      versions and derivative works of the Software made or acquired after ___________.

     “VENDOR Customers” means those entities that are licensees of the Software or prior versions of the Software
      as of the Effective Date and which VENDOR has identified specifically by name and address in Schedule

     “VENDOR Subsequent Modifications” means Subsequent Modifications made by or on behalf of or acquired
      by or on behalf of VENDOR.

2.          Sale of Patent Rights and Co-Ownership of All Other Rights

PURCHASER agrees to purchase and VENDOR hereby agrees to sell, assign, transfer, and convey to
PURCHASER an undivided ____% interest in all right, title, and interest in and to the Software, other than the
Patent Rights. PURCHASER agrees to purchase and, subject to the license of Patent Rights described below,
VENDOR hereby agrees to sell, assign, transfer, and convey to PURCHASER exclusively all right, title, and interest
in and to the Patent Rights.

(a)         PURCHASER and VENDOR expressly agree that there shall not be any duty of accounting or contribution
            for any reason, including for any income or expenses, however characterized, arising out of the rights
            granted to PURCHASER or retained by VENDOR, in and to the Software.

(b)         For further clarification, VENDOR and PURCHASER expressly agree as follows:

            (i)         Unless otherwise expressly agreed in writing by VENDOR, PURCHASER shall not have any
                        rights in or to VENDOR Subsequent Modifications.

            (ii)        Unless otherwise expressly agreed in writing by PURCHASER, VENDOR shall not have any
                        rights in or to PURCHASER Subsequent Modifications.

            (iii)       PURCHASER shall be the exclusive owner of the Patent Rights.

(c)         VENDOR shall from time to time, but without any further consideration therefor, execute and deliver such
            instruments or documents and take all other actions that do not require significant time or expense which
            PURCHASER may reasonably request in order to more effectively carry out this Agreement and to vest in
            PURCHASER the rights granted herein. Upon the written request of PURCHASER, VENDOR shall
            provide Further Assurances.

(d)      The undivided ____% interest in the software is being provided and sold by VENDOR to PURCHASER
         “as is” and without warranty. VENDOR HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES,

3.       License of Patent Rights

PURCHASER hereby grants and VENDOR hereby accepts a worldwide, non-exclusive, non-transferable, and
royalty-free license to use and possess the Patent Rights in accordance with this Section and undertakes to provide
VENDOR with any documents reasonably required by VENDOR describing, documenting and evidencing the
Patent Rights, now and in the future; provided, however, VENDOR’s use of the Patent Rights shall be subject, in
addition to this Section, to the same restrictions as apply to VENDOR’s use of the Software.

(a)      VENDOR may sublicense the Patent Rights. VENDOR expressly agrees to comply with the export control
         laws and regulations of _______________________.

(b)      The license granted in this Section is perpetual; provided, VENDOR adheres to the provisions of this

(c)      This license does not give VENDOR title or any other rights in the Patent Rights, except as expressly set
         forth in this Section. All rights not expressly granted to VENDOR remain in PURCHASER.

4.       Closing

PURCHASER's purchase and VENDOR's sale, assignment, transfer, and conveyance to PURCHASER of all right,
title, and interest in and to the Patent Rights and an undivided ____% interest in all right, title, and interest in and to
the Software other than the Patent Rights (the “Closing”) shall take place at the offices of Purchaser, at
__________________, at ______ a.m./p.m. local time on the Closing Date. At the Closing:

(a)      PURCHASER shall deliver to VENDOR:

         (i)       A fully executed copy of the Patent License;

         (ii)      A bank draft, certified cheque or money order payable to VENDOR for the Purchase Price; and

(b)       VENDOR shall deliver to PURCHASER:

         (i)       A fully executed copy of a Deed of Assignment, in the form attached hereto as Schedule “__”;

         (ii)      An affidavit, executed by the President or other duly appointed corporate officer, stating that,
                   except as may be changed by this Agreement, from the Effective Date through the Closing, there
                   has been no material change in VENDOR's financial condition or in VENDOR's rights in and to
                   the Software and that no such changes are foreseen or intended.

5.       Actions Prior to Closing

On or before the Closing Date, and in no event not later than immediately before the Closing:

(a)      VENDOR shall have delivered to PURCHASER the following:

         (i)       All Deliverables;

         (ii)      A copy of (list any consents required hereunder);

        (iii)    Resolutions of the Boards of Directors and consent of the shareholders of VENDOR, in a form
                 approved in writing by PURCHASER, authorizing the performance of this Agreement;

        (iv)     A waiver and release of all claims, effective upon the Closing and in a form approved in writing
                 by PURCHASER, that VENDOR might have had against the PURCHASER Group prior to the
                 Closing; and

        (v)      (any other documents required hereunder).

(b)     PURCHASER shall have delivered to VENDOR a waiver and release by all members of the PURCHASER
        Group of all claims, effective upon the Closing and in a form approved in writing by VENDOR, that the
        PURCHASER Group or any one of them might have or might have had against VENDOR prior to the

(c)     PURCHASER and VENDOR shall have agreed in writing to the contents of Schedule “__”, being the list
        of VENDOR customers and licensees.

6.      Conditions of Closing

In addition to the obligations of PURCHASER or VENDOR hereinbefore described, neither VENDOR nor
PURCHASER shall be obligated to consummate the Closing if one party discovers any information that would
cause a reasonable person to question the accuracy or veracity of warranties or representations made by the other
party in this Agreement. The party discovering any such information shall promptly notify the other party in writing
and state the specific information and the reasons such notifying party has for questioning the same. If such
information is discovered, the Closing shall be postponed until PURCHASER and VENDOR mutually agree in
writing to a new Closing Date.

7.      Vendor Covenants Pending Closing

VENDOR agrees that pending the Closing, VENDOR shall:

(a)     conduct operations according to its ordinary and usual course of business and comply with all applicable

(b)     promptly notify PURCHASER in writing of:

        (i)      any unexpected material emergency or other material change in the normal course of business or
                 in its rights in and to the Software;

        (ii)     the commencement of any litigation or similar proceeding to which VENDOR or its shareholders
                 are named as a party; and

        (iii)    any matter or event which comes to the knowledge of VENDOR and which makes or could make
                 any representation or warranty made by VENDOR in this Agreement untrue or inaccurate.

(c)     neither cause nor permit:

        (i)      the amendment of its charter or bylaws (or other similar organizational documents);

        (ii)     the issuance, sale, pledge, disposal of, or encumbrance of the Software or its capital stock, except
                 that VENDOR may issue licenses in the form of the documents identified as VENDOR
                 AGREEMENT among the Existing Agreements.

8.      Obligations of Purchaser

In addition to PURCHASER's other obligations in this Agreement, PURCHASER agrees as follows:

(a)     For _____ years after the Closing Date, PURCHASER agrees, and shall cause its distributors of the
        Software to agree, not to solicit any VENDOR Customers for the purchase, license, or maintenance of the
        Software without VENDOR’s written consent. PURCHASER retains the right to contract with any
        VENDOR Customers at any time for the purchase, license, or maintenance of the Software if the initial
        contact for such purchase, license, or maintenance is initiated by the VENDOR Customer.

(b)     Except with VENDOR’s written consent, for one year after the Closing Date, PURCHASER shall not make
        any offer of employment to any VENDOR employee or individual independent contractor engaged by
        VENDOR within six months prior to the Closing Date.

9.      Payment of Purchase Price

PURCHASER shall pay VENDOR the Purchase Price at the Closing.

10.     Representations and Warranties of Vendor at Closing

In addition to the warranties and representations contained elsewhere in this Agreement, as of the Closing,
VENDOR represents and warrants as follows:

(a)     VENDOR has good and marketable title to the Software, including copyright in and to the Software and the
        Patent Rights, and has all necessary rights to enter into this Agreement without violating any other
        agreement or commitment of any sort. VENDOR does not have any outstanding agreements or
        understandings, written or oral, concerning the Deliverables, except for the Existing Agreements.

(b)     Subject to the Existing Agreements, VENDOR is the exclusive owner of all right, title, and interests in and
        to the Software, including the Patent Rights.

(c)     The Software and the Patent Rights are free and clear of all liens and encumbrances, except the Existing

(d)     All contributions to the development of the Software, including by means of software maintenance, made
        by or on behalf of VENDOR, were made by VENDOR employees acting within the scope of their

(e)     VENDOR has no written agreements with any of its employees.

(f)     Schedule “__” contains the names and last known addresses of all independent contractors that
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