EXHIBIT B - FORM OF ASSIGNMENT OF IP
Technology Assignment Agreement
This Technology Assignment Agreement
("Agreement") is entered into effective
March 14, 2002. between UNITED
COMMUNICATIONS HUB, INC., a California
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corporation ("Company") and DATA-DISK
TECHNOLOGY, INC., a Delaware corporation
("Developer").
1. Assignment Developer hereby
assigns to the Company exclusively
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throughout the world all right, title and
interest (choate and inchoate) in (i)
the subject matter referred to in Exhibit
A("Technology"), (ii) all precursors,
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portions and work in progress with respect
thereto and all inventions, works of
authorship, mask works, technology,
information, know-how, materials and tools
relating thereto or to the development,
support or maintenance thereof and (iii)
all copyrights, patent rights, trade
secrets, trademark rights, mask works
rights and all other intellectual and
industrial property rights of any sort and
all business, contract rights, causes of
action and goodwill in, incorporated or
embodied in, used to develop, or related to
any of the foregoing (collectively
"Intellectual Property").
2. Consideration. The Company
agrees to issue to Developer 150,000 shares
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of common stock of the Company effective as
of the date of this Agreement
pursuant to the Asset Purchase Agreement of
even date between the Company and
Developer. Such shares shall be the only
consideration required of the Company
with respect to the subject matter of this
Agreement.
3. Further Assurances:
Competition: Marketing. Developer agrees to assist
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the Company in every legal way to evidence,
record and perfect the Section I
assignment and to apply for any obtain
recordation of and from time to time
enforce, maintain, and defend the assigned
rights. If the Company is unable for
any reason whatsoever to secure the
Developer's signature to any document it is
entitled to under the Section 3, Developer
hereby irrevocably designates and
appoints the Company and its duly
authorized officer and agents, as its agents
and attorneys-in-fact with full power of
substitution to act for and on its
behalf and instead of Developer, to execute
and file any such document or
documents and to do all other lawful
permitted acts to further the purposes of
the foregoing with the same legal force and
effect as if executed by Developer.
4. Confidential Information.
Developer will not use or disclose anything
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assigned to the Company hereunder or any
other technical or business information
or plans of the Company, except to the
extent Developer can document that it is
generally available (through no fault of
Developer) for use and disclosure by
the public without any chare, license or
restriction. Developer recognizes and
agrees that there is no adequate remedy at
law for a breach of this Section 4,
that such a breach would irreparably harm
the Company and that the Company is
entitled to equitable relief (including,
without limitations, injunctions) with
respect to any such breach or potential
breach in addition to any other
remedies.
5. Warranty. Developer
represents and warrants to the Company that the
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Developer: (i) was the sole owner of all
rights, title and interest in the
Intellectual Property and the Technology,
(ii) has not assigned, transferred,
licensed, pledged or otherwise encumbered
any Intellectual Property or the
Technology or agreed to do so, (iii) has
full power and authority to enter into
this Agreement and to make the assignment
as provided in Section 1, (iv) is not
aware of any violation, infringement or
misappropriation of any third party's
rights (or any claim thereof) by the
Intellectual Property or the Technology,
and (vi) is no
