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ASSIGNMENT OF MARKETING AGREEMENT

Advertising or Marketing Agreement

ASSIGNMENT OF MARKETING AGREEMENT | Document Parties: QUADRA PROJECTS INC. | ALPHA INTERNATIONAL MARKETING CORP | NOVEL INTERNATIONAL GROUP INC You are currently viewing:
This Advertising or Marketing Agreement involves

QUADRA PROJECTS INC. | ALPHA INTERNATIONAL MARKETING CORP | NOVEL INTERNATIONAL GROUP INC

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Title: ASSIGNMENT OF MARKETING AGREEMENT
Governing Law: Nevada     Date: 5/20/2009

ASSIGNMENT OF MARKETING AGREEMENT, Parties: quadra projects inc. , alpha international marketing corp , novel international group inc
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ASSIGNMENT OF MARKETING

AGREEMENT

 

ALPHA INTERNATIONAL MARKETING CORP.

And

NOVEL INTERNATIONAL GROUP INC.

 

5/19/2009

This Agreement sets out the terms and conditions governing the Assignment and transfer of a Marketing Agreement for Terrelene™ family of fuels from ALPHA INTERNATIONAL MARKETING CORP to NOVEL INTERNATIONAL GROUP INC.


ASSIGNMENT OF MARKETING AGREEMENT

THIS ASSIGNMENT OF THE MARKETING AGREEMENT ("Agreement") is made and entered into as of the 19th day of May, 2009, between A LPHA INTERNATIONAL MARKETING CORP . of No. 5 New Road, P.O. Box 388 Belize City, Belize ("Assignor"), and NOVEL INTERNATIONAL GROUP INC. of 6130 Elton Street, Las Vegas, Nevada 89107 (“Assignee”).

WHEREAS the Assignor is the non exclusive world-wide marketing and business development consultant for all Innovations Solutions Now Inc.’s (“ISN”) present and future Terralene™ fuel formulations and any existing and future Terralene™ family of fuel products owned or developed or licensed by ISN or its subsidiaries or related companies (the “Products”) and exclusive marketing and business development consultant for the following territories:

India, Pakistan, Philippines, Malaysia, Singapore, Thailand, Vietnam, Cambodia, Laos, Myanmar, Bangladesh, Taiwan, China, Korea (South and North), Japan pursuant to a marketing, promotions & business development Agreement dated the 23 rd day of April 2009 (the “Agreement”).

AND WHEREAS the Assignor desires to assign, transfer and sell all its’ rights, benefits, liabilities, duties and obligations, title and interest to market and promote the Products worldwide and all rights arising under the Agreement,

AND WHEREAS the Assignee is in the business of developing and marketing products, projects and systems internationally and desires to market the Products and acquire all the Assignor’s rights and interest in the Agreement and to assume all of said rights, interests, benefits, liabilities, duties and obligations in the Agreement subject to the terms of this Assignment.

AND WHEREAS the Assignee hereby acknowledges that the Products, the Assigned Rights and are being acquired without warranty or representation of any kind from the Assignor or including without limitation that a patent will issue for such Products in the United States Patent and Trademark Office or in any other country or jurisdiction or that such Products have any commercial viability or fitness for any particular purpose.

NOW THEREFORE , in consideration of the foregoing and of the mutual promises, covenants, and conditions set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows:

1. Recitals . The above recitals are incorporated herein by reference.

2.   Assignment and Assumption . Assignor hereby transfers and assigns to Assignee all of Assignor’s rights, interests, benefits, liabilities, duties and obligations (i) in and to the Agreement and (ii) to market internationally the Product and the Product Improvements from ISN pursuant to the terms of the Marketing, Promotions and Business Development Agreement. Assignee

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hereby accepts and assumes all such rights, benefits, interests, liabilities, duties and obligations of Assignor under the Agreement and assigned to it above. Assignee and ISN shall have the right to amend and modify, and exercise rights and perform obligations under, the Agreement without the consent of, or notice to, Assignor.

3. Assignee’s Indemnification . Assignee hereby indemnifies, protects, defends and holds Assignor, Assignor’s officers, employees and members and all of their respective successors and assigns, harmless from any and all claims, damages, losses, suits, proceedings, costs and expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Losses”), both known and unknown, present and future, at law or in equity, arising out of, by virtue of or in any way related to the breach by Assignee of (or Assignee’s failure to timely perform) any or all of the obligations imposed on the lessee under the Agreements, which obligations accrue from and after the Closing Date.

4. Assignor’s Indemnification . Assignor hereby indemnifies, protects, defends and holds Assignee, Assignee’s officers, employees and members and all of their respective successors and assigns, harmless from any and all Losses, both known and unknown, present and future, at law or in equity, arising out of, by virtue of or in any way related to the breach by Assignor of (or Assignor’s failure to timely perform) any or all of the obligations imposed on the Assignor, which obligations accrued prior to the Closing Date

5. Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below.

     "Closing Date" shall mean June 1, 2009 or such other date as mutually agreed to between the Assignee and Assignor.

     "Litigation Expense" shall mean any expenses reasonably incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against under this Agreement, including, without limitation, court filing fees, court costs, arbitration fees or costs, witness fees, and fees and disbursements of legal counsel, investigators, expert witnesses, accountants and other professionals.

     "Person" shall mean and include an individual, a corporation, a partnership, a limited liability company, a limited liability partnership, a joint venture, a trust, an unincorporated association, a government or political subdivision or agency thereof or any other entity.

     “Trade Mark Assets” means all of the trademarks and service marks used on, or in conjunction with the Products and owned by ISN.

6. Acknowledgements. Assignee hereby acknowledges that the Assignor has previously provided to Assignee the information and data relating to the Products and Assigned Rights which Assignee has fully examined and has found to be to its full satisfaction. Assignee hereby waives any claim of unsuitability and acknowledges that the Products and Assigned Rights as delivered are fully in accordance with all representations of the Assignor regarding suitability and fully in keeping with the specifications set out in its accompanying documentation and that

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the Assignee is acquiring Assigned Rights and the right to market the Products on an “as is basis”.

7.   Assigned rights; limitations.

        (a) Subject to the terms and conditions set forth in this Agreement, upon the delivery of the Shares set out in Section 8 hereof by the Assignee and other good and valuable consideration and the acquisition of the Assigned Rights on the terms herein contained, the Assignor shall sell, transfer, assign, convey and deliver to the Assignee, and upon the closing the Assignee shall, accept and acquire from the Assignor, all of the Assigned Rights and the rights to market worldwide the Products of ISN .

8. Purchase Price . In consideration of the acquisition of the rights granted pursuant to the terms of the Agreement entered into by the Assignor and the Assignee, the Assignee shall pay and deliver to the Assignor for the acquisition of the Assignors rights to the Agreement shall be the sum One Million Three Hundred and Fifty Dollars ($1,350,000 USD) which purchase price shall be paid by the Assignee by issuing to the Assignor Three Million (3,000,000) common shares of the Assignee’s parent company, Quadra Projects Inc., issued at a deemed price of $0.45 per share which shares shall be deemed fully paid and non-assessable and shall bear a restrictive legend endorsed upon the shares restricting the transfer or selling of the shares for such hold period as required by the applicable securities laws. The delivery of the shares to the Assignor shall be done concurrently with the closing.

9. Instruments of Transfer:

        (a) Assignor's deliveries. At the Closing, the Assignor shall deliver the following to the Assignee, ea


 
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