exh10-7_assignmtkinney.htm


     

    
      

      

    

     

     

     

    EXHIBIT
      10.7

     

    ASSIGNMENT
      OF INTELLECTUAL PROPERTY AND INDEMNIFICATION
      AGREEMENT

    WITH
      GREGORY KINNEY DATED JULY 31, 2007

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ASSIGNMENT
      OF INTELLECTUAL PROPERTY

    AND
      INDEMNIFICATION AGREEMENT

    


    This
      of
      Assignment of Intellectual Property and Indemnification Agreement (this
“Assignment”) is entered into as of July 31, 2007 (the “Effective
      Date”) by and between Gregory Kinney (“Assignor”) and Centric Rx,
      Inc., a Nevada corporation (“Company”).

    


    WHEREAS,
      the Company has entered into that certain Share Exchange Agreement dated as
      of
      June 28, 2007, (the “Share Exchange Agreement”) by and between Worldwide
      Strategies Incorporated, a Nevada corporation (“WWSI”), the Company, and
      Jim Crelia, Jeff Crelia, J. Jireh, Inc., a Nevada Corporation, and Canada
      Pharmacy Express, Ltd., a Canadian corporation, (collectively, the “CENTRIC
      Shareholders”), whereby WWSI will acquire all of the issued and outstanding
      shares of the Company.

    


    WHEREAS,
      Assignor has been performed work on behalf of Company and owns or may own
      certain trade secrets, inventions, trademarks, service marks, logos, corporate
      names, domain names, ideas, processes, customer lists, business plans, copy
      rights, other works of authorship, know-how, improvements, discoveries,
      developments, refinements, designs and techniques (collectively referred to
      as
“Intellectual Property”) related to the Company and its past, present, or
      future operations.

    


    WHEREAS,
      Assignor desires to transfer and assign to Company, and Company desires to
      accept from Assignor any and all rights Assignor owns or may own in and to
      the
      Intellectual Property.

    


    WHEREAS,
      Company desires to hold harmless and indemnify, and Assignor desires to be
      held
      harmless and indemnified against any claims regarding ownership of or for any
      actions taken by Company relating to the Intellectual Property.

    


    NOW
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties hereto agree as follows:

    


    1.           Assignment
      of Intellectual Property.  Assignor hereby transfers and assigns
      to Company all Intellectual Property which Assignor made, conceived, developed
      or reduced to practice or caused be made, conceived, developed or reduced to
      practice prior to the Effective Date, and which is directly related to the
      business to be conducted by Company.  Assignor agrees that, without
      charge to Company, Assignor will promptly execute and deliver further documents
      and perform all lawful acts necessary to transfer all rights, title and interest
      in the Intellectual Property to Company.

    


    2.           Indemnity.  Company
      agrees to indemnify and hold Assignor harmless from and against any and all
      charges, costs, expenses and liabilities regardless of when they arose, and
      howsoever arising, and without limitation, whether arising in law or equity
      under statute, regulation, governmental ordinance or otherwise, which Assignor
      sustains or incurs in or in connection with or incidental to any action, claim,
      demand, proceeding or suit which is brought, commenced, made or prosecuted,
      or
      threatened to be brought, commenced, made, or

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    prosecuted
      against them, for or in respect of the Intellectual Property transferred to
      Company, unless Assignor did not act in good faith or had reasonable cause
      to believe Assignor’s conduct was unlawful with respect the Intellectual
      Property.  Furthermore, no indemnification shall be made in respect of
      any claim, issue or matter as to which Assignor shall have been adjudged to
      be
      liable to Company, unless and only to the extent that a court of competent
      jurisdiction shall determine that, despite the adjudication of liability but
      in
      view of all the circumstances of the case, Assignor is fairly and reasonably
      entitled to indemnity for such expenses which the court shall deem
      proper.

    


    IN
      WITNESS WHEREOF, the parties have executed this Assignment as of the date set
      forth above.

     

    
       

      
        	 	ASSIGNOR	 
	 	 	 	 
	
                 

              	
                 

              	 /s/
                Gregory Kinney	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

       

      
        	 	CENTRIC
                RX, INC.	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ 
                James P.R. Samuels	 
	 	 	James
                P.R. Samuels, signing on behalf of	 
	 	 	Worldwide
                Strategies Incorporated