Novint/Tournabout Intellectual Property Acquisition Agreement

Exhibit 10.1

Novint/Tournabout Intellectual Property Acquisition Agreement

This Intellectual Property Acquisition Agreement (this “Agreement’) is between Novint Technologies, Inc., a Delaware corporation having offices in Albuquerque, NM (“Novint”) and Tournabout, Inc., a California corporation having offices in Carpinteria, CA (“Tournabout’), and is effective as of April 21, 2007 (the “Effective Date”).

1.

Background

	1.1.		Tournabout owns intellectual property related to computer software, including without limitation a program called “ContestMaker,” which includes server software, database software, and API;
	1.2.		Tournabout has represented to Novint that Tournabout’s computer software can be adapted to provide capabilities that Novint desires prior to Novint’s planned June 18 product launch, which capabilities are an important part of the value of the intellectual property to Novint;
	1.3.		Tournabout desires to sell, and Novint desires to acquire, all the intellectual property assets of Tournabout, subject to the terms and conditions of this Agreement.

2.

Definitions

2.1.

Confidential Information. Confidential and proprietary Information that has been or will be transferred or disclosed to the other Party, including, without limitation, the terms of this Agreement. Confidential Information does not include any information that a Party can demonstrate by competent written evidence is or becomes any of the following: (i) generally available to the public or otherwise part of the public domain other than through any act or omission of such Party in breach of this Agreement; (ii) disclosed to such Party by a third party that has no obligation not to disclose such information; (iii) independently developed by such Party without use of Confidential Information of the other Party, and (iv) known by such Party at the time of disclosure to such Party by the other Party.

2.2.

ContestMaker. A system that provides a client-server software application that runs online game contests, captures player information (both at registration and during game play) and then analyzes that information for trends and behaviors. The ContestMaker TM Client is a set of application programmer interfaces (APIs) that are integrated in previously developed video game software including without limitation (a) all trade or service marks, and any goodwill associated therewith, embodied in the system or used to reference the system, including without limitation “ContestMaker”; (b) all copyrights in the system or any portion thereof; (c) all versions of computer software implementing the system regardless of programming language or platform, and regardless of form (e.g., source, object, executable); (d) all images, sounds, and any other content embodied in the system or used in execution of any version of the system; (e) all computer software reasonably required for operation, distribution, maintenance, or improvement of any version of the system, including tools and libraries, regardless of

programming language or platform, and regardless of form (e.g., source, object, executable), but not including software that meets all of the following conditions: (a) was not created or authored by Tournabout, and (b) was licensed by Tournabout from other parties, (c) is generally commercially available, and (d) has been disclosed by Tournabout to Novint as an exception to this definition.

	2.3.		Controlling Persons. Ed Zanelli and Michael Musson.
	2.4.		Demonstration Date. June 18, 2007.
	2.5.		Information. Information and data of any type and in any tangible or intangible form, whether or not patentable, including without limitation ideas, inventions (whether or not patentable), preclinical, clinical and other data, physical, chemical and biological materials, algorithms, software, works of authorship, plans, designs, practices, methods, techniques, specifications, production technical operating procedures, standard operating procedures, protocols under development, formulations, software, formulae, work product, knowledge, know-how, skill, experience, test data, analytical and quality control data, stability data, results of studies and patent and other legal information or descriptions.
	2.6.		Integration Milestone. Novint will utilize tests after the successful completion of the milestones outlined in Attachment A, to determine, in Novint’s reasonable discretion, whether the Intellectual Property of Tournabout, including but not limited to, Contest Maker, has been effectively integrated into the IP of Novint.
	2.7.		Integration Plan. The project set forth in Exhibit B.
	2.8.		Intellectual Property. (i) Patents, applications therefor, and all foreign counterparts thereof, divisions, continuations, continuations-in-part to the extent claiming Intellectual Property otherwise licensed or assigned by this Agreement, reissues, renewals, re-examinations or extensions thereof (“Patent Rights”), (ii) copyrights, copyright applications and registrations, copyrightable works of authorship, and all other rights corresponding thereto throughout the world (“Copyrights”), (iii) Information, and trade secrets, know-how and confidentiality rights and any other intellectual property or proprietary right associated with Information.
	2.9.		License Price. $50,000 in cash.
	2.10.		Purchase Price. If Ed Zanelli has agreed to enter into full time service to Novint before the Demonstration Date, and continues full time service to Novint, either as an employee or as a consultant, for at least one year thereafter, 250,000 shares of Novint common stock plus $75,000 in cash; otherwise 200,000 shares of Novint common stock plus $60,000 in cash.
	2.11.		Subject IP. All Intellectual Property owned, controlled, or licensed by Tournabout, including without limitation ContestMaker and the Intellectual Property set forth in Exhibit A.

3.

Acquisition of Intellectual Property Assets

	3.1.		Tournabout hereby sells and assigns to Novint all right, title, and interest in and to the Subject IP.
	3.2.		Tournabout, for itself and for any party claiming through Tournabout, hereby releases Novint from any intellectual property claims arising out of Novint’s use of the Subject IP.

4.

Integration Plan

	4.1.		Novint and Tournabout will each apply its best efforts toward to the completion of the Integration Plan set forth in Exhibit B.
	4.2.		Novint shall own all Intellectual Property developed during the Integration Plan.
	4.3.		Ed Zanelli will apply his full-time efforts to the completion of the Integration Plan from the Effective Date until the Demonstration Date, pursuant to the terms of a Consulting Agreement to be entered between Ed Zanelli and Novint.
	4.4.		Tournabout will apply its best efforts to ensure that Jeremy Link will apply his efforts, not less than one half time unless otherwise agreed by Novint, to the completion of the Integration Plan from the Effective Date until the Demonstration Date, pursuant to the terms of a Consulting Agreement to be entered between Jeremy Link and Novint.
	4.5.		Michael Musson will be available for consultation with Novint regarding the Subject IP and the Integration Plan from the Effective Date until ninety days thereafter, for not more than 10 hours per month, at no charge to Novint.

5.

Compensation

	5.1.		If the Integration Milestone is met by the Demonstration Date, as determined by Novint’s Board of Directors acting in good faith, then Novint shall pay the Purchase Price within 30 days of the Demonstration Date.
	5.2.		If the Integration Milestone is not met by the Demonstration Date, then Novint shall elect one of the following three alternatives:

	5.2.1.		Purchase Alternative. Pay the Purchase Price within 30 days of the Demonstration Date.
	5.2.2.		License Alternative. Pay the License Price within 30 days of the Demonstration Date, in which case Novint shall assign all right, title, and interest in and to the Subject IP acquired from Tournabout to Tournabout, and Novint’s rights in any derivative works of copyrighted software in the Subject IP, and Novint shall have the rights set forth under the License provisions.

5.2.3.

Termination Alternative. Only if the failure to meet the Integration Milestone by the Demonstration Date is principally due to the fault of Tournabout or the Controlling Persons, Novint may terminate this Agreement by written notice to Tournabout within 30 days of the Demonstration Date, in which case Novint shall assign all right, title, and interest in and to the Subject IP acquired from Tournabout to Tournabout, and Novint’s rights in any derivative works of copyrighted software in the Subject IP, and Novint shall have no further rights to the Subject IP and no obligations to Tournabout.

5.3.

If Ed Zanelli leaves employment with Novint, either voluntarily or by termination for cause, after Novint has paid the Purchase Price but before one year thereafter, then Tournabout shall refund $15,000 in cash and 50,000 shares of Novint common stock within 30 days of written notice from Novint to Tournabout of such occurrence.

6.

License Alternative. Tournabout agrees to and hereby grants to Novint, effective on the date of Novint’s payment of the License Price, an irrevocable, perpetual, worldwide license to the Subject IP and to any derivative works assigned to Tournabout by Novint hereunder, for all purposes, and including the right to grant sublicenses to others, and exclusive in the fiel