Exhibit 10.2
INTELLECTUAL PROPERTY
ASSIGNMENT
THIS ASSIGNMENT
(this “Agreement”) is made
effective as of this September 9, 2008, by and among, on the one
hand, Baywood International, Inc., a Delaware corporation (the
“Company”) and Baywood New Leaf Acquisition, Inc., a
Delaware corporation and wholly owned subsidiary of the Company
(the “AcquisitionCo” and, with the Company, the
“Assignee”), and, on the other hand, Skae Beverage
International, LLC, a Delaware limited liability company (the
“Seller”), with headquarters in New York, and Eric
Skae, an individual residing at 60 Dutch Hill Road, Suite 9;
Orangeburg, New York 10962 (“Skae” and, each
individually and collectively with the Seller, the
“Assignor”).
For One Dollar and other good and
valuable consideration, the adequacy and receipt of which is hereby
acknowledged by the Assignor, the parties hereto agree as
follows:
1
ARTICLE 1: ASSIGNMENT
PROVISIONS
1.1
Each undersigned Assignor, hereby assigns
to the Assignee all right, title and interest in and to the
intellectual property set forth on the attached Exhibit A (the
“Assigned Intellectual Property”) free and clear of all
liens and encumbrances of any kind.
2
ARTICLE 2: MISCELLANEOUS
PROVISIONS
2.1
Each Assignor represents and warrants
that such Assignor, individually or jointly, has sufficient rights
in the Assigned Intellectual Property to make the assignment as set
forth herein.
2.2
Application of New York Law. This
Agreement, and the application andinterpretation hereof, shall be
governed exclusively by its terms and by the laws of the State of
New York, without regard to conflicts of law principles.
2.3
Execution of Additional Instruments. Each
Assignor hereby agrees to execute such other and further statement
of interest and holdings, designations, power of attorney and other
instruments necessary to comply with any laws, rules or
regulations. Without limitation of the above, the Assignor
(individually or jointly, as applicable) shall immediately cause
(i) the domain registrar to transfer registration of the
domain www.newleafbrands.com to the Assignee and (ii) file a short-form
trad
