Exhibit 10.1
AMENDMENT TO
INTERNET ACCELERATOR ASSIGNMENT
AGREEMENT
IA GLOBAL, INC
IA GLOBAL ACQUISITION
CO
QUIKCAT AUSTRALIA PTY
LTD
AMENDMENT TO INTERNET ASSIGNMENT
AGREEMENT (THIS “AMENDMENT”)
DATED SEPTEMBER 30, 2005
PARTIES
|
1.
|
IA GLOBAL ACQUISITION
CO a corporation
organized under the laws of the State of Delaware of 28001 Chagrin
Blvd., Suite 305, Beachwood, OH 44122 United States of America (
IGA )
|
|
2.
|
IA GLOBAL INC
a corporation organized under the
laws of the State of Delaware of 550 N. Reo Street, Suite 300,
Tampa, FL 33609 United States of America ( IAO )
|
|
3.
|
QUIKCAT AUSTRALIA PTY
LTD ( ABN 82 106 946
043 ) of 3/56 Mount Street, Perth, Western Australia 6005
Australia ( QCA )
|
WHEREAS the Parties entered into the Internet
Accelerator Assignment Agreement, dated September 15, 2004 (the
“ Internet Assignment Agreement ”), the Internet
Accelerator Assignment Agreement Deed of Variation, dated February
9, 2005 (“ Deed of Variation ”) and the Option
Exercise, Transition and Consolidation Agreement, dated May 28,
2005 (“ Option Agreement ”); and
WHEREAS the Parties desire to amend the Internet
Assignment Agreement to allow QCA the right to enforce, by
litigation or otherwise, its Intellectual Property Rights in the
INET Property in the Field of Use.
NOW THEREFORE
in consideration of the mutual
covenants and promises herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties each intending to be legally bound, agree
to the following:
1. Capitalized
terms used herein and not otherwise defined have the meanings given
to them in the Internet Assignment Agreement.
|
2.
|
The Internet Assignment Agreement is
hereby amended as follows:
|
|
|
(a)
|
Section 2.8 shall be added as
follows:
|
|
|
“Section 2.8
|
Enforcement and Defense of INET
Property
|
(a) QCA shall have the primary
obligation to protect the Intellectual Property Rights in the INET
Property in the Field of Use (“ Patent Rights ”)
from infringement and to prosecute infringers when, in its sole
judgment, such action may be reasonably necessary, proper and
justified.
(b) QCA shall notify IGA of evidence
of infringement of Patent Rights within the Field of Use by a third
par
