**Exhibit10.56**

 

INTELLECTUAL PROPERTYRIGHTS TRANSFER AGREEMENT

 

This IntellectualProperty Rights Transfer Agreement (this “Agreement”) is made effective as of March 04,2008 (the Effective Date) by and between Mark McDonald (“Assignor”) and 1STSecurity Group, Inc., a Delaware corporation (“Company”). Assignor andCompany are referred to in this Agreement each as a “Party” and collectively asthe “Parties.” Assignor has developed an Estimation Software Package “TheEstimator” application (the “Software”, as more specifically defined below and inExhibit A to this Agreement). The Parties desire that Assignor sell andassign all of its interest in the Software to Company and Company desires toaccept such interest from Assignor in consideration for the ownership interestin Company granted to Assignor.

 

1.       Definitions. As used in this Agreement:

 

(a)    “Software” means all components of thereverse publishing software, as described in Exhibit A to this Agreement,including but not limited to all source code, object code, micro code, scripts,algorithms, and related code, as applicable, including any enhancements, translations,customizations, modifications, updates, releases, or other changes to the same.

 

(b)    “Documentation” means user guides, administratorsguides, operating manuals, education materials, product descriptions andspecifications, technical manuals, supporting materials and other informationrelating to the Software or used in conjunction with the Software, whether distributedin print, magnetic, or electronic format.

 

2.      Assignment of Rights. Assignor herebysells, assigns, transfers and conveys to Company (and its successors andassigns), all of Assignor’s rights, title and interest in and to (a) theSoftware, (b) the Documentation, (c) any inventions, ideas,discoveries or concepts, whether patentable or not, embodied in the Softwareand the Documentation, (d) all original works of authorship, includingsource code, object code, and related written materials, related to the Software,and all copyrights, whether or not registered, covering such works ofauthorship, (e) all trade secrets, proprietary information and know-howincluding, without limitation, technical data, designs, plans, functionalspecifications, test data and operating specifications, relating to or embodiedin the Software, and (f) all patentable subject matter and all United Statesand foreign issued design and utility patents, and all applications relating toany inventions, and all reissues, divisions, continuations and extensions ofthem, that are embodied by or contained in the Software. Assignor acknowledgesthat as of the Effective Date, Company owns all United States and internationalintellectual property rights, including patent rights, copyrights, trademarks,trade secrets and moral rights related to the Software and the Documentation.Assignor hereby waives, and agrees to use best efforts to cause its employeesto waive, any claims it may have to the Software and the Documentation underany moral rights doctrine of any country. Assignor represents and warrants thatit has required, and will continue to require, its past, present and futureemployees and contractors to assign all tights, title and interest in theSoftware and the Documentation to Company.

 

3.      Consideration. In consideration for theassignment of the Software Company agrees to pay Assignor one hundred dollars,which the parties agree constitutes valid and binding consideration.

 

4.      Additional Documents and Actions.Assignor agrees to execute all documents and take all actions reasonablyrequested by Company to vest in Company the rights contemplated in thisAgreement. Further, at Company’s request, Assignor and/or its personnel shallconfirm Company’s ownership in the Software and the Documentation by executionand delivery of assignments, confirmations of assignment, or other writteninstruments as Company may reasonably request. As of the Effective Date,Assignor has no further rights to market or sell the Software.

 

 5.     Confidentiality. Assignor shall hold the terms of this Agreement, theSoftware, the Documentation, and any other materials related to the Software,including the source code and any related intellectual properly, in strictconfidence, and shall not disclose the terms of this Agreement, the Software

 

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or intellectual propertyto any third party without first receiving Company’s prior written consent.

 

6.      Representation and Warranty. Assignorrepresents and warrants that immediately prior to the Effective Date, Assignorwas the sole owner of, and had title to, all intellectual property rights inthe Software and Documentation and has the authority and right to sell andassign the Software amid Documentation to Company as set forth in thisAgreement.

 

7.      Covenant not to Compete. Assignor agreesnot to develop, market, promote or distribute any software that is similar tothe Software in code, features or functions.

 

8.      General. This Agreement embodies the completeagreement of the Parties with respect to the subject matter hereof andsupersedes any prior written, or Prior or contemporaneous oral, understandingsor agreements between the Parties that relates in any way to the subject matterhereof. This Agreement may be amended only in writing executed by Company andAssignor. This Agreement is binding upon and inures to the benefit of therespective heirs, executors, administrators, legal representatives andsuccessors of Company and Assignor. This Agreement is governed by and construedand interpreted in accordance with substantive laws of Texas, without givingeffect to any conflict of laws, rule or principle that might require the applicationof the laws of another jurisdiction.

 

IN WITNESS WHEREOF, theParties have caused this Agreement to he duly executed by their authorizedrepresentatives.

 

 
| ISI Security  Group, Inc. | Mark McDonald    |
|--------------------------------|------------------|
| By:                            | /Sam Youngblood/ |   | /Mark McDonald/ |   |
| Printed Name: Sam  Youngblood  |             |
| Title: CEO                     |             |
|                                |                  |  |  |  |

 

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Exhibit A

 

Software

 

EstimationSoftware Package“The Estimator”Current Version is 12.22

 

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