EXHIBIT
10.37
Asset Purchase and Assignment
Agreement
This Asset
Purchase and Assignment Agreement (this “Agreement”) is
made as of February 1, 2007 (the “Effective Date”)
between Vois Networking, Inc., a Florida corporation with offices
located at 313 N.E. 3 rd Street, Delray Beach, FL 33444
(“Seller”), and Medstrong International Corporation, a
Delaware corporation with offices located at 255 N.E. 6
th Avenue, Delray Beach, FL 33483
(”Purchaser”).
WHEREAS, Seller
has agreed to sell, transfer and assign, and Purchaser has agreed
to accept and assume, all of its right, title and interest in and
to the assets identified in Exhibit A attached hereto (the
“Purchased/Assigned Assets”).
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS THAT, for and in consideration of
the promises made herein, and the payment of $24,044.22
(“Purchase Price”) and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree to the following terms and
conditions:
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Seller does
hereby sell, transfer and assign to Purchaser as of the Effective
Date all right, title and interest in and to, or other benefits
deriving from, the Purchased/Assigned Assets. This Agreement
includes, without limitation, the bill of sale of the
Purchased/Assigned Assets by Seller to Purchaser.
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Seller does
hereby confirm that the Purchased/Assigned Assets are fully
assignable, and hereby represents and warrants that: (a) it is the
lawful owner of the Purchased/Assigned Assets, (b) the assets are
free from all encumbrances, and (c) it has good right and title to
sell the assets as provided herein.
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Seller agrees
to execute and deliver to Purchaser all instruments necessary or
convenient to convey the Purchased/Assigned Assets to Purchaser.
Seller agrees to indemnify and hold harmless Purchaser from any and
all claims, losses, damages, expenses and attorney fees that may
arise from the Purchased/Assigned Assets prior to the Effective
Date.
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Purchaser does
hereby purchase and accept such assignment of the
Purchased/Assigned Assets and agrees to indemnify and hold Seller
harmless from any claims, losses, damages, expense
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