EXHIBIT 10.1
INTELLECTUAL PROPERTY TRANSFER AGREEMENT
This agreement (this "Agreement") is entered into this
10th day of March,
2005
(the "Effective Date"), between QuietTiger, Inc ("QT"), a Nevada
corporation
having its principal place of business
located at 668 North
44th Street, Suite
233, Phoenix, Arizona 85008, and Dark Noise
Technologies Ltd ("DNT") located at
10 St. James Dr., Harrogate, North
Yorkshire, HG2 8HT.
RECITALS
WHEREAS QuietTiger, Inc. maintains the exclusive
marketing rights to SunnComm's
intellectual property and trademarks
associated with current and future versions
of the MediaMax copy control and content management technology used for the
protection and management of enhanced
audio-only and
audiovisual compact
discs
(hereinafter "CD(s)") and enhanced audio-only and audiovisual digital video
discs (hereinafter "DVD(s)"); and
WHEREAS QuietTiger, Inc. is engaged in the business of
developing,
marketing,
and licensing proprietary copy control and
content management
technologies and
products designed to prevent the illegal
usable reproduction of the content
embodied on CDs and DVDs as well as to
provide a legal
means for the CD/DVD
buyer to make licensed copies of their
legally purchased
CD/DVDs as
designated
by the copyright owner; and
WHEREAS Dark Noise Technologies Ltd owns certain Intellectual Property
(hereinafter "IP") including, but not limited to, patent applications
114789P102817GB, 117332P102817US and
PCT/GB2004/000269 together with all related
documentation and technology demonstrators and prototypes associated with the
listed patent applications; and
WHEREAS the parties desire to enter into
this Agreement,
whereby DNT
transfers
ownership of their intellectual IP to
QT.
AGREEMENT
1. The DNT IP consists of the patent applications 114789P102817GB,
117332P102817US and PCT/GB2004/000269 together with all related
documentation
and the technology demonstrators and prototypes developed by DNT to date. DNT
shall transfer ownership of its IP to QT and, as
of the date of that transfer,
QT will take over responsibility for all costs and liabilities
related to the
patents including the costs involved in
patent filing and
administration.
DNT
shall deliver to QT the existing technology demonstrators and prototypes
developed by DNT to date as well as test
results, source code, software, program
modules, patent filings and status,
documentation,
utilities and all
research
and development notes. The pending patents are to include the current
disposition of each and countries where
they are filed.
2. QT may engage external resources to continue the Research
and Development of
the IP and once a marketable product has been developed, QT shall undertake
sales and marketing of the product. QT
shall provide DNT with detailed quarterly
revenue updates relating to any marketing
or sales of any products using the DNT
IP.
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3. DNT shall receive a 25% royalty on
incremental net revenues generated by the
inclusion of DNT within current and future
QT product offerings.
Said royalties
are subject to QT first
