Technology Assignment Agreement _for stock by bobzepfel


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									                           Technology Assignment Agreement
     This Agreement is entered as of                     between                              (the
"Company"), and                   , an individual ("Developer").

        1. Assignment. For value received, receipt of which is hereby acknowledged,
Developer hereby assigns to the Company, exclusively throughout the world, all right, title and
interest in (i) the program commonly known as “livmac” as more particularly described on
Exhibit A (the "Technology"), (ii) all work in progress with respect thereto and all inventions,
works of authorship, and technology relating thereto or to the development, support or
maintenance thereof and (iii) any copyrights, patent rights, trade secret rights, trademark rights,
and all other intellectual and industrial property rights and all business, contract rights, and
goodwill in, incorporated or embodied in, used to develop, or related to any of the foregoing
(collectively "Intellectual Property").

        2. Consideration. In consideration of the foregoing assignment, the Company shall issue
to Developer                         shares of Common Stock of the Company within five days
after the date of this Agreement.

       3. Further Assurances; Moral Rights; Competition; Marketing.

        3.1     Developer agrees, without cost or expense to Developer, to assist the Company in
every legal way to evidence, record and perfect the foregoing assignment and to apply for and
obtain recordation of and from time to time enforce, maintain, and defend the assigned rights. If
the Company is unable for any reason whatsoever to secure the Developer's signature to any
document it is entitled to under this Section 3.1 after 15 days’ notice to Developer requesting
such signature, Developer hereby i
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