Exhibit 10.1


 


PATENT PURCHASE AGREEMENT


 


This PATENT PURCHASE AGREEMENT (“Agreement”) is entered into on
November 21, 2005 (“Effective Date”) by and
between Mount Hamilton Partners, LLC with an office at 650 Castro Street, Suite
120-333, Mountain View, CA 94041 (“Purchaser”),
and eAcceleration Corp., a Delaware corporation with an address at 1050 NE Hostmark
St., Suite 100B Poulsbo, WA 98370 (“Seller”).  The parties hereby agree as follows.


 


	
  1.

  	
  BACKGROUND

  
	
   

  	
   

  
	
  1.1

  	
  Seller owns certain United States Letters Patents and/or applications
  for United States Letters Patents and/or related foreign patents and
  applications.  

  
	
   

  	
   

  
	
  1.2

  	
  Seller wishes to sell to Purchaser all right, title and interest in such
  patents and applications and the causes of action to sue for infringement
  thereof and other enforcement rights.

  
	
   

  	
   

  
	
  1.3

  	
  Purchaser wishes to purchase from Seller all right, title and
  interest in the Assigned Patent Rights (defined below), free and clear of any
  restrictions, liens, claims and encumbrances.

  
	
   

  	
   

  
	
  2.

  	
  DEFINITIONS

  
	
   

  	
   

  
	
  2.1

  	
  “Assigned Patent Rights”
  means Patents and the additional rights set forth in paragraph 4.2.

  
	
   

  	
   

  
	
  2.2

  	
  “Assignment Agreements”
  means the agreements assigning ownership of the Patents from the inventors
  and/or the prior owners to Seller.

  
	
   

  	
   

  
	
  2.3

  	
  “List of Prosecution Counsel”
  means the names and addresses of prosecution counsel who prosecuted the
  Patents and/or who are currently handling the Patents.

  
	
   

  	
   

  
	
  2.4

  	
  “Patents”
  means (i) each of the provisional patent applications, patents applications
  and patents listed on Exhibits A and B
  (as such lists may be updated based on Purchaser’s review of the
  Deliverables) hereto, (ii) all patents or patent applications to which any of
  the foregoing claim priority, and (iii) all reissues, reexaminations,
  extensions, continuations, continuations in part, continuing prosecution
  applications, and divisions of such patents and applications; and (iv)
  foreign counterparts to any of the foregoing, including certificates of
  invention, utility models, industrial design protection, design patent
  protection, and other governmental grants, and (v) any of the forgoing in
  (ii)-(iv) whether or not expressly listed in Exhibit
  A and whether or not abandoned, rejected, or the like.

  



 

















 


	
  3.

  	
  DELIVERY AND PAYMENT

  
	
   

  	
   

  
	
  3.1

  	
  Delivery. 
  Within ten (10) days following the Effective Date, Seller shall
  deliver to Purchaser the Assignment Agreements, an original notarized Assignment
  of Patent Rights (Exhibit B hereto), the List
  of Prosecution Counsel, and all files and original documents owned or
  controlled by Seller (including, Letters Patents, assignments, and other
  documents necessary to establish that the Seller’s representations and
  warranties of Section 6 are true and correct) relating to the Patents,
  including, without limitation, all prosecution files for pending patent
  applications included in the Patents, and its own files relating to the
  issued Patents (“Initial Deliverables”).  Seller acknowledges that Purchaser may
  request additional documents based on Purchaser’s review of the Initial
  Deliverables (such additional documents and the Initial Deliverables,
  collectively, the “Deliverables”), and that
  as a result of Purchaser’s review, the amount of payment and the assets
  listed in Exhibits A and B may be revised.

  
	
   

  	
   

  
	
  3.2

  	
  Payment. 
  At the Closing (as defined below), Purchaser shall pay to Seller the
  amount of Five Hundred Sixty Thousand Dollars ($560,000).

  
	
   

  	
   

  
	
  3.3

  	
  Closing. 
  When all conditions herein have been waived or satisfied, the closing
  of the sale of the Patents will occur (the “Closing”), but in no event prior
  to thirty days following the Seller’s delivery to Purchaser of the items
  listed in Section 3.1.

  
	
   

  	
   

  
	
  3.4

  	
  Conditions to Closing.  The following are conditions precedent to
  the closing and to Purchaser’s obligation to make the payments contemplated
  by Section 3.1 of this Agreement:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  Delivery of the items listed in Section 2 and compliance with Section
  5 to the reasonable satisfaction of Purchaser, and

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Purchaser’s reasonable satisfaction that, as of the Closing, the
  representations and warranties in Section 6 are true and correct.

  
	
   

  	
   

  
	
  3.5

  	
  Termination. 
  If the conditions to closing have not been met within thirty (30) days
  following Seller’s delivery to Purchaser of the items listed in Section 3.1, Purchaser
  will have the right to terminate this Agreement.

  
	
   

  	
   

  
	
  4.

  	
  TRANSFER OF PATENTS

  
	
   

  	
   

  
	
  4.1

  	
  Patent Assignment.  Subject to receipt of payment, Seller
  hereby sells, assigns, transfers and conveys to Purchaser all right, title
  and interest in and to the Patents and the Patent Rights (as defined in Exhibit B).

  
	
   

  	
   

  
	
  4.2

  	
  Assignment of Causes of Action.  Subject to receipt of payment, Seller
  hereby also sells, assigns, transfers and conveys to Purchaser all right,
  title and interest in and to

  



 


2

















 


	
   

  	
  (a)

  	
  inventions and discoveries described in any of the Patents; 

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  rights to apply in any or all countries of the world for patents,
  certificates of invention, utility models, industrial design protections,
  design patent protections, or other governmental grants of any type related
  to any of the Patents and the inventions and discoveries therein;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  causes of action (whether currently pending, filed, or otherwise) and
  other enforcement rights, including, without limitation, all rights under the
  Patents and/or under or on account of any of the Patents and the foregoing
  category (b) to (i) damages, (ii) injunctive relief, and (iii) any other
  remedies of any kind for past, current and future infringement; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  rights to collect royalties or other payments under or on account of
  any of the Patents or any of the foregoing.

  
	
   

  	
   

  	
   

  
	
  5.

  	
  ADDITIONAL OBLIGATIONS

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Further Cooperation.  At the reasonable request of Purchaser,
  Seller shall execute and deliver such other instruments and do and perform
  such other acts and things as may be necessary or desirable for effective
  completely the consummation of the transactions contemplated hereby,
  including execution, acknowledgement and recordation of other such papers,
  and using commercially reasonable efforts to obtain the same from the
  respective inventors, as necessary or desirable for fully perfecting and
  conveying unto Purchaser the benefit of the transactions contemplated hereby.

  
	
   

  	
   

  	
   

  
	
  5.2

  	
  Payment of Fees.  Prior to receipt of payment, Seller shall
  pay any outstanding maintenance fees, annuities, and the like due on the
  Patents as of the Effective Date. 
  Seller shall not be responsible for any maintenance fees, annuities,
  and the like due to payable on the Patents after the Effective Date.

  
	
   

  	
   

  	
   

  
	
  6.

  	
  REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  
	
   

  	
  Seller hereby represents and warrants to Purchaser as follows that,
  as of the Effective Date and as of the Closing:

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Authority. 
  Seller has the full power and authority, and has obtained all third
  party consents, approvals and/or other authorizations required, to enter into
  this Agreement and to carry out its obligations hereunder, including, without
  limitation, the assignment of the Assigned Patent Rights to Purchaser.

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Title and Contest.  Seller owns all right, title, and interest
  to the Assigned Patent Rights, including all right, title, and interest to sue
  for infringement of the Patents. 
  Seller has obtained and properly recorded previously executed
  assignments for the Assigned Patent 

  



 


3

















 


	
   

  	
  Rights as necessary to fully perfect its rights and title therein in
  accordance with governing law and regulations in each respective
  jurisdiction.  The Assigned Patent
  Rights are free and clear of all liens, claims, mortgages, security interests
  or other encumbrances, and restrictions. 
  There are no actions, suits, investigations, claims or proceedings
  threatened, pending or in progress relating in any way to the Assigned Patent
  Rights.  There are no existing
  contracts, agreements, options, commitments, proposals, bids, offers, or
  rights with, to, or in any person to acquire any of the Assigned Patent
  Rights.  

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Existing Licenses.  No licenses under the Patents, or interest
  or rights in any of the Assigned Patent Rights, have been granted or
  retained.  

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Restrictions on Rights.  Purchaser shall not be subject to any
  covenant not to sue or similar restrictions on its enforcement or enjoyment
  of the Assigned Patent Rights as a result of any prior transaction related to
  the Assigned Patent Rights.

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Conduct. 
  None of Seller or its representatives have engaged in any conduct, or
  omitted to perform any necessary act, the result of which would invalidate
  any of the Patents or hinder their enforcement, including but not limited to
  misrepresenting Seller’s patent rights to a standard-setting
  organization.  

  
	
   

  	
   

  	
   

  
	
  6.6

  	
  Enforcement. 
  Seller has not put a third party on notice of actual or potential
  infringement of any of the Patents. 
  Seller has not invited any third party to enter into a license under
  any of the Patents.  Seller has not
  initiated any enforcement action with respect to any of the Patents.

  
	
   

  	
   

  	
   

  
	
  6.7

  	
  Patents Office Proceedings.  None of the Patents have been or are
  currently involved in any reexamination, reissue, interference proceeding, or
  any similar proceeding and that no such proceedings are pending or
  threatened.  

  
	
   

  	
   

  	
   

  
	
  6.8

  	
  Fees. 
  All maintenance fees, annuities, and the like due on the Patents have
  been timely paid.

  
	
   

  	
   

  	
   

  
	
  6.9

  	
  Validity and Enforceability.  The Patents have never been found invalid
  or unenforceable for any reason in any administrative, arbitration, judicial
  or other proceeding.  Except for
  correspondences from the United States Patent and Trademark Office (e.g.,
  office actions), Seller does not know of and has not received any notice or
  information of any kind from any source suggesting the Patents may be invalid
  or unenforceable.  

  
	
   

  	
   

  	
   

  
	
  7.

  	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Nonexclusive License Grant-Back.  Upon receipt of executed Assignment of
  Patent Rights (Exhibit B hereto),
  Purchaser shall grant Seller a non-transferable, non-exclusive worldwide
  right and license under the Patents to make, have made, import, use, sell or

  



 


4

















 


	
   

  	
  offer for sale any products and/or services covered by the Patents,
  all without the right to sublicense.  

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Limitation on Consequential Damages.  NEITHER PARTY SHALL HAVE ANY OBLIGATION OR
  LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR
  OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER ACTIVE,
  PASSIVE, OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT LIABILITY,
  FOR COVER OR FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSS OF
  REVENUE, PROFIT, SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO
  THIS AGREEMENT, EVEN IF A PARTY OR ITS EMPLOYEES HAVE BEEN ADVISED OF THE
  POSSIBILITY OF SUCH DAMAGES.  

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Limitation of Liability.  EXCEPT FOR FRAUD OR BREACH OF WARRANTIES OF
  SECTION 6, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED
  THE PURCHASE PRICE SET FORTH IN SECTION 3 OF THIS AGREEMENT.  THE PARTIES ACKNOWLEDGE THAT THESE
  LIMITATIONS ON POTENTIAL LIABILITIES WERE AN ESSENTIAL ELEMENT IN SETTING
  CONSIDERATION UNDER THIS AGREEMENT.

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  Compliance with Laws.  Notwithstanding, anything contained in this
  Agreement to the contrary, the obligations of the parties shall be subject to
  all laws, present and future, of any government having jurisdiction over the
  parties and this transaction, and to orders, regulations, directions or
  requests of any such government.  

  
	
   

  	
   

  	
   

  
	
  7.5

  	
  Confidentiality of Terms.  The parties hereto shall keep the terms and
  existence of this Agreement and the identities of the parties hereto confidential
  and shall not now to hereafter divulge any of this information to any third
  party expect: (a) with the prior written consent of the other party; (b) as
  otherwise may be required by law or legal process, including in confidence to
  legal and financial advisors in their capacity of advising a party in such
  matters; (c) during the course of litigation, so long as the disclosure of
  such terms and conditions are restricted in the same manner as is the
  confidential information of other litigating parties; or (d) in confidence to
  its legal counsel, accountants, banks and financing sources and their
  advisors solely in connection with complying with financial transactions;
  provided that, in (b) through (d) above, (i) the disclosing party shall use
  all legitimate and legal means available to minimize the disclosure to third
  parties, including without limitation seeking a confidential treatment
  request or protective order whenever appropriate or available; and (ii) the
  disclosing party shall provide the other party with at least ten (10) days
  prior written notice of such disclosure. 
  Without limiting the foregoing, Seller agrees that it will cause its
  agents involved in this transaction to abide by the terms of this paragraph
  7.4, including ensuring that such agents do not disclose or otherwise
  publicize the existence of this transaction with actual or potential clients
  in marketing materials, or industry conferences.  

  



 


5

















 


	
  7.6

  	
  Governing Law; Venue/Jurisdiction.  This Agreement shall be interpreted,
  construed and enforced in all respects in accordance with the laws of the
  State of California, without reference to its choice of law principles to the
  contrary.  Seller shall not commence or
  prosecute any action, suit, proceeding or claim arising under or by reason of
  this Agreement other than in the state or federal courts located in
  California.  Seller irrevocably
  consents to the jurisdiction and venue of the courts identified in the
  preceding sentence in connection with any action, suit, proceeding or claim
  arising under or by reason of this Agreement. 
  

  
	
   

  	
   

  	
   

  
	
  7.7

  	
  Notices: All notices required or permitted
  to be given hereunder shall be in writing, shall make reference to this
  Agreement, and shall be delivered by hand, or dispatched by prepaid air
  courier or by registered or certified airmail, postage prepaid, addressed as
  follows:

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Seller

   

  eAcceleration Corp. 

   

  1050 NE Hostmark St., Ste 100B

   

  Poulsbo, WA 98370

   

  Attn: Clinton Ballard

  	
  If to Purchaser

   

  Mount Hamilton Partners, LLC

   

  650 Castro Street, Suite 120-333

   

  Mountain View, CA 94041

   

  Attn: Managing Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Notices are to be deemed given on (a) the date of receipt if
  delivered personally or by express courier (or if delivery refused, the date
  of refusal), or (b) the fifth (5th) calendar day
  after the date of posting if sent by US mail. 
  Notice given in any other manner shall be deemed to have been given
  only if and when received at the address of the person to be notified.  Either party may from time to time change
  its address for notices under this Agreement by giving the other party
  written notice of such change in accordance with this paragraph.

  
	
   

  	
   

  	
   

  
	
  7.8

  	
  Relationship of Parties.  The parties are independent contractors and
  not partners, joint ventures, or agents of the other.  Neither party assumes any liability of or
  has any authority to bind, or control the activities of, the other.  

  
	
   

  	
   

  	
   

  
	
  7.9

  	
  Equitable Relief.  Seller agrees that damages alone would be
  insufficient to compensate Purchaser for a breach of this Agreement,
  acknowledges that irreparable harm would result from a breach of this
  Agreement, and consents to the entering of an order for injunctive relief to
  prevent a breach or further breach, and the entering of an order for specific
  performance to compel performance of any obligations under this Agreement.

  
	
   

  	
   

  	
   

  
	
  7.10

  	
  Severability.  If any provision of this Agreement is found
  to be invalid or unenforceable, then the remainder of this Agreement shall
  have full force and effect, and the invalid provision shall be modified, or
  partially enforced, to the maximum extent permitted to effectuate its
  original objective.

  
				



 


6

















 


	
  7.11

  	
  Waiver. 
  Failure by either party to enforce any term of this Agreement shall not
  be deemed a waiver of future enforcement of that or any other term in this
  Agreement or any other agreement that may be in place between the parties.

  
	
   

  	
   

  	
   

  
	
  7.12

  	
  Miscellaneous.  This agreement, including its exhibits,
  constitutes the entire agreement between the parties with respect to the
  subject matter hereof, and merges and supersedes all prior and
  contemporaneous agreements, understandings, negotiations and
  discussions.  Neither of the parties
  shall be bound by any conditions, definitions, warranties, understandings, or
  representations with respect to the subject matter hereof other than as
  expressly provided herein.  The section
  headings contained in this Agreement are for reference purposes only and
  shall not affect in any way the meaning or interpretation of this
  Agreement.  No oral explanation or oral
  information by either party hereto shall alter the meaning or interpretation
  of this Agreement.  No amendments or
  modifications shall be effective unless in a writing signed by authorized
  representatives of both parties.  These
  terms and conditions shall prevail notwithstanding any different, conflicting
  or additional terms and conditions that may appear on any purchase order,
  acknowledgment or other writing not expressly incorporated into this
  Agreement.  The following exhibits are
  attached hereto and incorporated herein: Exhibit A
  (entitled “Patents to be Assigned”); and Exhibit B
  (entitled “Assignment of Patent Rights”).

  
	
   

  	
   

  	
   

  
	
  7.13

  	
  Counterparts; Electronic Signature.  This Agreement may be executed in counterparts,
  each of which shall be deemed an original, and all of which together
  constitute one and the same instrument. 
  Each party shall execute and deliver to the other parties a copy of
  this Agreement bearing its original signature.  Prior to such execution and delivery, in
  order to expedite the process of entering into this Agreement, the parties
  acknowledge that Transmitted Copies of this Agreement shall be deemed
  original documents.  “Transmitted Copies” means copies
  that are reproduced or transmitted via email of a .pdf file, photocopy,
  facsimile or other process of complete and accurate reproduction and
  transmission. 

  
	
   

  	
   

  	
   

  
	
  7.14

  	
  Assignment. 
  The terms and conditions of this Agreement shall inure to the benefit
  of Purchaser, its successors, assigns and other legal representatives, and
  shall be binding upon Seller, its successor, assigns and other legal
  representatives.  

  



 


 


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7

















 


In witness
whereof, the parties have executed this Patent Purchase Agreement as of the
Effective Date.


 


 


	
  PURCHASER:

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  
	
  Mount
  Hamilton Partners, LLC

  	
   

  	
  eAcceleration Corp.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Rakesh Ramde

  	
   

  	
  By:

  	
  /s/ Clint Ballard

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Rakesh Ramde

  	
   

  	
  Name:

  	
  Clint Ballard

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  CEO

  	
   

  
												



 


8

















 


Exhibit A


 


PATENTS TO BE ASSIGNED


 


	
  Patent or Application No.

  	
   

  	
  Country

  	
   

  	
  Filing/Issued

  Date

  	
   

  	
  Title and Inventor(s)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,430,739

  	
   

  	
  US

  	
   

  	
  07/16/1999

  	
   

  	
  Software execution contingent on home page setting by Clinton L.
  Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,473,756

  	
   

  	
  US

  	
   

  	
  06/11/1999

  	
   

  	
  Method for selecting among equivalent files on a global computer
  network by Clinton L. Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,157,930

  	
   

  	
  US

  	
   

  	
  09/24/1998

  	
   

  	
  Accelerating access to wide area network information in mode for
  showing document then verifying validity by Clinton L. Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,078,960

  	
   

  	
  US

  	
   

  	
  07/03/1998

  	
   

  	
  Client-side load-balancing in client server network by Clinton L.
  Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 5,987,457

  	
   

  	
  US

  	
   

  	
  11/25/1997

  	
   

  	
  Query refinement method for searching documents by Clinton L.
  Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,182,050

  	
   

  	
  US

  	
   

  	
  5/28/1998

  	
   

  	
  Advertisements distributed on-line using target criteria screening
  with method for maintaining end user privacy by Clinton L. Ballard.

  



 

















Exhibit B


 


ASSIGNMENT OF PATENT RIGHTS


 


For good and
valuable consideration, the receipt of which is hereby acknowledged,
eAcceleration Corp., a Delaware corporation with an office at 1050 NE Hostmark
St., Suite 100B, Poulsbo, WA 98370 (“Assignor”),
does hereby sell, assign, transfer and convey unto Mount Hamilton Partners,
LLC, a Delaware limited liability company with an office at 650 Castro Street,
Suite 120-333, Mountain View, CA 94041 (“Assignee”),
or its designees, all right, title and interest that exist today and may exist
in the future in and to all of the following (the “Patent
Rights”): (a) the provisional patent applications, patent
applications and patents listed below, (b) all patents or patent applications
to which any of the foregoing claim priority, and (c) current or future rights
to (i) provisional patent applications, patent applications, and patents of any
kind relating to any inventions and discoveries described in any provisional
patent applications, patent applications and patents listed below; (ii)
reissues, reexaminations, extensions, continuations, continuations in part,
continuing prosecution applications, and divisions of such patents and
applications; and (iii) foreign counterparts to any of the foregoing,
including, without limitation, certificates of invention, utility models,
industrial design protection, design patent protection, and other governmental
grants; (d) the rights to all inventions and discoveries described in any provisional
patent application, patent application or patent listed below and all other
rights arising out of such invention and discoveries; (e) rights to apply in
any or all countries of the world for patents, certificates of invention,
utility models, industrial design protections, design patent protections or other
governmental grants of any type related to any of the foregoing categories (a),
(b), (c), and (d), including, without limitation, under the Paris Convention
for the Protection of Industrial Property, the International Patent Cooperation
Treaty, or any other convention, treaty, agreement or understanding; (f) causes
of action (whether currently pending, filed, or otherwise) and other
enforcement rights, including without limitation, all rights under the
provisional patent applications, patent applications and patents listed below
and/or under or on account of any of the foregoing categories (b), (c), and/or
(d) to


 


	
  (i)

  	
  damages,

  
	
  (ii)

  	
  injunctive relief, and

  
	
  (iii)

  	
  other remedies of any kind

  



 


for past, current and future infringement; and


 


(g) all rights to collect royalties and other payments under or on
account of any of the foregoing.


 

















 


	
  Patent or Application No.

  	
   

  	
  Country

  	
   

  	
  Filing/Issued

  Date

  	
   

  	
  Title and Inventor(s)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,430,739

  	
   

  	
  US

  	
   

  	
  07/16/1999

  	
   

  	
  Software execution contingent on home page setting by Clinton L.
  Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,473,756

  	
   

  	
  US

  	
   

  	
  06/11/1999

  	
   

  	
  Method for selecting among equivalent files on a global computer
  network by Clinton L. Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,157,930

  	
   

  	
  US

  	
   

  	
  09/24/1998

  	
   

  	
  Accelerating access to wide area network information in mode for
  showing document then verifying validity by Clinton L. Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,078,960

  	
   

  	
  US

  	
   

  	
  07/03/1998

  	
   

  	
  Client-side load-balancing in client server network by Clinton L.
  Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 5,987,457

  	
   

  	
  US

  	
   

  	
  11/25/1997

  	
   

  	
  Query refinement method for searching documents by Clinton L.
  Ballard.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US 6,182,050

  	
   

  	
  US

  	
   

  	
  05/28/1998

  	
   

  	
  Advertisements distributed on-line using target criteria screening
  with method for maintaining end user privacy by Clinton L. Ballard.

  



 


 


	
   

  	
  Assignor
  represents, warrants and covenants that:

  
	
   

  	
   

  	
   

  
	
  (1)

  	
   

  	
  Assignor
  has the full power and authority, and has obtained all third party consents,
  approvals and/or other authorizations required, to enter into this Agreement,
  make the assignments, and to carry out its obligations under this Assignment
  of Patent Rights;

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Assignor
  owns all right, title, and interest to the Patent Rights, including, without
  limitation, all right, title, and interest to sue for infringement of the
  Patent Rights. Assignor has obtained and properly recorded previously
  executed assignments for the Patent Rights as necessary to fully perfect its
  rights and title therein in accordance with governing law and regulations in
  each respective jurisdiction. The Patent Rights are free and clear of all
  liens, claims, mortgages, security interests or other encumbrances, and
  restrictions. There are no actions, suits, investigations, claims or
  proceedings threatened, pending or in progress relating in any way to the
  Patent

  
	
   

  	
   

  	
   

  



2

















 


Rights.  There are no existing
contracts, agreements, options, commitments, proposals, bids, offers or rights
with, to, or in any person to acquire any of the Patent Rights.


 


Assignor
hereby authorizes the respective patent office or governmental agency in each
jurisdiction to issue any and all patents, certificates of invention, utility
models or other governmental grants that may be granted upon any of the Patents
Rights in the name of Assignee, as the assignee to the entire interest therein.


 


Assignor shall,
at the reasonable request of Assignee and without demanding any further
consideration therefore, do all things necessary, proper, or advisable,
including without limitation the execution, acknowledgment and recordation of
specific assignments, oaths, declarations and other documents on a
country-by-country basis, to assist Assignee in obtaining, perfecting,
sustaining, and/or enforcing the Patent Rights. 
Such assistance shall include providing, and obtaining from the
respective inventors, prompt production of pertinent facts and documents,
giving of testimony, execution of petitions, oaths, power of attorney,
specifications, and declarations or other papers and other assistance
reasonably necessary for filing patent applications, complying with any duty of
disclosure, and conducting prosecution, reexamination, reissue, interference or
other priority proceedings, opposition proceedings, cancellation proceedings,
public use proceedings, infringement or other court actions and the like with
respect to the Patent Rights.  With prior
written approval by Assignee, Assignee will pay Assignor’s reasonable costs and
expenses.


 


The terms and
conditions of this Assignment of Patent Rights shall inure to the benefit of
Assignee, its successors, assigns and other legal representatives, and shall be
binding upon Assignor, its successor, assigns and other legal representatives.


 


 


[THE REMAINDER OF THIS PAGE INTENTIONALLY
LEFT BLANK]


 


3

















 


IN WITNESS
WHEREOF this Assignment of Patent Rights is executed at Bainbridge Island on
12/15/05.


 


ASSIGNOR


 


	
  By:

  	
  /s/ Clint Ballard

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Clint Ballard

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  CEO

  	
   

  



 


(Signature MUST be notarized)


 


 


	
  STATE OF WASHINGTON

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF KITSAP

  	
  )

  



 


On December 15, 2005, before me, Stephen L. Reece, Notary Public in and
for said State, personally appeared Clinton Ballard, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature
on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.


 


	
  WITNESS my hand and official seal. 
  

  	
  [SEAL]

  
	
   

  
	
   

  
	
  Signature

  	
  /s/ Stephen L. Reece

  	
   

  
	
   

  	
   

  
				



 


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