Exhibit
10.1
Software Sales Agreement
AGREEMENT dated
as of November 1 st , 2006 by and between New Medium
Enterprise Inc, (“NME”) having offices in 195 The Vale,
London, United Kingdom and Digital Challenge Holdings Limited
having offices in RM 701, 7/F, Shanghai Industrial Investment
Building, 48-62 Hennessy Road, Wanchai, Hong Kong
WHEREAS, Digital Challenge is engaged in the business of
developing and marketing software programs, services and related
products and agrees to sell and transfer its “HD Authoring
Tool and Encryption ” (the “Software”) being the
sole owner of this Software.
WHEREAS , NME agrees to purchase the Software named as
“HD Authoring Tools” to use it and conduct the business
in the relevant field according to its needs and requirements at
any level.
WHEREAS , Digital Challenge wishes to sell, transfer and
assign to NME all of its Rights to its Technology (as defined
below), to enable NME to conduct the Business, upon the terms and
conditions set forth herein.
Now,
therefore, it is agreed as follows :
Definitions : In this Agreement the following definitions
shall apply:
Software - Means HD Authoring Tools which defined at the
Annex A with all patents, patent applications, trademarks,
trademark applications, Know-How (as defined below in Annex B ),
related to “HD Authoring Tools”;
Intellectual Property Rights
(“IPRs”) - Means all intellectual property rights of
Digital Challenge in the Software, including without limitation
source codes, applications, patents, inventions, trademarks, design
rights, copyrights, database rights (whether or not any of these
are registered and including any application for registration of
any such rights), Know-How, confidential information and trade
secrets and all rights or forms for the protection of a similar
nature or having similar affect to any of these which may exist
anywhere in the world the Software mentioned above.
Know-How - Means know-how, trade secrets or Experience
whether patentable or not including but not limited to all design
or manufacturing techniques, operating instructions, machinery
designs, raw materials or products specifications, drawings,
blueprints and other any technical and commercial information
relating to the research, design, development, manufacture assembly
use or sale belonging to Digital Challenge.
Sale, Transfer and
Assignment : Digital
Challenge hereby sells transfers and assigns to NME all of the
"Rights" to the Software on the terms set forth herein. "Rights"
means the IPRs and other rights to utilize the Software in
conducting the Business in all areas of the world. Digital
Challenge will provide one-year free technical support for this
Software.
Purchase Price: The purchase price for the sale, transfer and
assignment of the rights hereunder will be US$10,000, plus 10
million fully paid up restricted shares of NME as per the terms and
conditions in ‘Sale and Disposal of Restricted Shares’
as per Annex A
This agreement
will take effect after NME pays the payment of USD$10,000
and issues within 7 days the 10 million shares.
Completion - The complete transfer of the ownership of the
‘HD Authoring Tools’ to NME will take effect
when
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1.
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NME is
satisfied with the Alpha Version.
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2.
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NME has
received a fully commercial version of the HD Authoring
Tools
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