EXHIBIT 10.5
PATENT ASSIGNMENT
THIS
PATENT ASSIGNMENT (this "Assignment") is executed and delivered as
of
this 6th day of August, 2004 ("Effective
Date") by D.D.S. Technologies, Ltd., a
United Kingdom company ("Assignor"), to and
in favor of DDS TECHNOLOGIES USA,
INC., a Nevada corporation with its
principal office at 150 East Palmetto Park
Road, Suite 510, Boca Raton, Florida 33432
("Assignee").
WHEREAS,
Assignor wishes to assign to Assignee, and Assignee wishes to
obtain from Assignor, all of the Assignor's
rights, title and interest in and to
all of the inventions and patent rights,
including, but not limited to, the
United States and foreign patents, set
forth on Schedule A attached hereto
(collectively, the "Patents").
NOW,
THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledged,
Assignor hereby sells, assigns, transfers
and sets over to Assignee Assignor's
entire right, title and interest in and to
the Patents, for the United States
and for all foreign countries, including,
without limitation, any continuations,
divisions, continuations-in-part, reissues,
reexaminations, extensions or
foreign equivalents thereof, and including
the subject matter of all claims that
may be obtained therefrom, and all other
corresponding rights that are or may be
secured under the laws of the United States
or any foreign country, now or
hereafter in effect, for Assignee's own use
and enjoyment, and for the use and
enjoyment of Assignee's successors, assigns
or other legal representatives, at
least as fully and entirely as the same
would have been held and enjoyed by
Assignor if this Assignment had not been
made, together with all income,
royalties, damages or payments due or
payable as of the Effective Date or
thereafter, including, without limitation,
all claims for damages by reason of
past, present or future infringement or
other unauthorized use of the Patents,
with the right to sue for and collect the
same for its own use and enjoyment,
and for the use and enjoyment of its
successors, assigns or other legal
representatives.
Assignor
hereby authorizes and requests the Commissioner of Patents and
Trademarks, and the corresponding entities
or agencies in any applicable foreign
countries, to record Assignee as owner of
the Patents.
Assignor
represents and warrants that: (i) Assignor's interest in and to
the Patents (including the corresponding
rights set forth above) is free and
clear of any liens, security interests or
other encumbrances of any kind; (ii)
Assignor has the full right and authority
to execute this Assignment and to
assign to Assignee the rights assigned
herein); and (iii) Assignor has not
executed, and will not ex
