Exhibit 10.5


 


FORM
OF CONFIRMATORY OF OWNERSHIP AND OWNERSHIP
ASSIGNMENT OF INTELLECTUAL PROPERTY


 


WHEREAS
STRONG/MDI
SCREEN SYSTEMS, INC., a company existing under the laws of Québec with an address at 1440 Rue Raoul-Charette, Joliette,
QC J6E 8S7 (the Assignor”), is or was the owner of all right, title and interest in and to certain intellectual property (the “Intellectual
Property”) consisting of and including:


 


a.
inventions or improvements or designs, or other innovations, including trade secrets and confidential information (the
“Inventions”),


 


b.
trademarks, tradenames, domain names, social media handles and/or other indicia of goodwill (the “Trademarks”),
and/or


 


c.
certain works (the “Works”), as summarized in Schedule “A”;


 


AND
WHEREAS, STRONG/MDI SCREEN SYSTEMS, INC., a company incorporated under the laws
of British Columbia with its registered address at 2300 – 550 Burrard Street, Vancouver, BC V6C 2B5 (the “Assignee”),
has acquired from Assignor the entire right, title and interest in and to the Intellectual Property;


 


NOW
THEREFORE, for sufficient, good, and valuable consideration, the receipt of which is hereby acknowledged, the Assignor confirms that
it has and, for greater certainty, to the full extent that it has not done so previously, it does hereby sell, assign, transfer, and
set over to the Assignee the entire right, title, and interest in and to the Intellectual Property, including:


 


● the
Inventions;


 


●
the Trademarks, including the goodwill of the business symbolized by the Trademarks;


 


●
the Works, including all portions of the Works, all literary, dramatic, musical and/or artistic works embodied in the Works and all
portions of the Works, and all copyright in the Works and all portions of the Works and any tangible copies of the Works;


 


●
all patent, design, trademark, copyright, utility model, petty patent or other applications for registration of intellectual
property rights that may be filed for the Inventions, the Trademarks or the Works (the “Applications”), including the
applications listed in Schedule “A”;


 


●
all national phase applications arising from the Applications;


 


●
all continuations, divisions, renewals of, or substitutes for the Applications;


 


●
the right to file counterparts to the Applications in all countries and regions;


 


●
the right to claim priority from the Applications in all countries and regions;


 


●
each and every additional application that claims any part of the Inventions;


 


●
each and every additional application that is in any way based on or claims priority from or corresponds to the
Applications;


 


●
all patents, design registrations, copyright registrations, trademark registrations, or registrations of other recognized form of
intellectual property, including utility models, petty patents, or innovation patents, which may be granted on or as a result
thereof (the “IP Registrations”), including the registrations listed in Schedule “A”;


 


●
any reissue or reissues of any Applications for patents; and


 


●
all causes of action and rights to bring suit for past, present, and future infringement of rights in the Inventions, the Trademarks
and the Works, including the Applications and the IP Registrations, and all claims for and rights to collect damages, profits, and
all other remedies and relief in respect thereof, including other compensation in respect of pre-grant activities; the same to be
owned by the Assignee, the Assignee’s successors, assigns, nominees, or legal representatives, for the full term or terms of
the patents entirely as the same would have been owned by the Assignor, had this Assignment, sale, and transfer not been
made.


 




    	 



     


    

 


The
Assignor hereby covenants that at the request of the Assignee, the Assignor will:


 


●
promptly execute any further proper documents that may be required or expedient to give effect to this Assignment in any country or
region; and


 


●
exercise the Assignor’s rights in relation to the inventor(s) of the Inventions or the author(s) of the Works to secure their
cooperation in executing any proper documents that the Assignee may reasonably request for the purpose of securing or enforcing
intellectual property protection for the Inventions or the Works in any countries or regions and/or giving effect to this
Assignment.


 


The
Assignor hereby covenants that the Assignor has full right to convey the entire interest herein assigned; and has not executed and will
not execute any agreement to transfer any rights in the Inventions, the Works, the Applications and/or the IP Registrations to anyone
other than the Assignee or that is otherwise in conflict herewith.


 


The
Assignor hereby authorizes and requests any official of any country or countries whose duty it is to issue registered forms of intellectual
property protection to issue to the Assignee, the Assignee’s successors, assigns, nominees, or legal representatives all IP Registrations
based on the Applications in accordance with the terms of this Assignment.


 


The
terms of the Assignment shall enure to the benefit of and be binding upon the parties, their heirs, estates, executors, administrators,
legal representatives, successors and assigns.


 


This
Assignment may be executed in counterparts, each of which will be deemed to be an original and all of which will together constitute
one instrument. Signatures affixed by electronic means or transmitted by electronic means such as facsimile or email will be deemed to
be original signatures and fully binding.


 


EXECUTED
at _______________________________ (place of execution) on ________(date).


 


	 	 	STRONG/MDI
SCREEN SYSTEMS, INC.
	Witnessed by:	 	 	(the Assignor)
	 	 	 
	 	 	By:	               
	Printed Name:	 	 	Title:	 
	 	 	 
	Date:	 	 	Date:	 




 




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STATEMENT
OF ACCEPTANCE


 


The
foregoing Assignment is hereby accepted by the Assignee.


 


	 	STRONG/MDI SCREEN SYSTEMS, INC. (the Assignee)
	 	 
	 	By:	                  
	 	Title:	 
	 	 
	 	Date:	 




 




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Schedule
“A”


 







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