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EXHIBIT 10.1 Software Sales Agreement

Sales Agreement

EXHIBIT 10.1 Software Sales Agreement | Document Parties: NEW MEDIUM ENTERPRISES INC You are currently viewing:
This Sales Agreement involves

NEW MEDIUM ENTERPRISES INC

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Title: EXHIBIT 10.1 Software Sales Agreement
Date: 11/8/2006

EXHIBIT 10.1 Software Sales Agreement, Parties: new medium enterprises inc
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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

 

WITNESSETH

 

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.

 

- 1 -



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

 

1.  

NME is satisfied with the Alpha Version.

2.  

NME has received a fully commercial version of the HD Authoring Tools


 
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