EXHIBIT
10.14


 


Intellectual
Property Assignment Agreement


 


This Intellectual Property Assignment Agreement (“Agreement”)
is made and entered into as of February 28, 2002 (“Effective Date”), by and
between Overstock.com, Inc., a Utah corporation with offices at 6322 South,
3000 East, Suite 100, Salt Lake City, Utah 84121, its subsidiaries, affiliates,
successors and assigns (“Company”)
and Douglas Greene, an individual (“Developer”).


 


WHEREAS, prior to becoming an employee of Company and
during his employment at Company, Developer created the items set out in Schedule
A to this Agreement (“Technology”);
and


 


WHEREAS, Company and Developer entered into a License
Agreement dated as of February 5, 1999 in which Developer granted Company a
license to the Technology (the “Prior
Agreement”)


 


WHEREAS, Company and Developer agree to enter into
this Agreement in which Developer assigns to Company all of his right, title
and interest in the Technology; and


 


WHEREAS, both Company and Developer intend for this
Agreement to supersede all previous oral and written agreements, communications
and understandings between them regarding the Technology, including, but not
limited to the Prior Agreement; and


 


WHEREAS, in consideration for Developer’s agreement to
assign the Technology to the Company and to terminate the Prior Agreement, the
Company agrees to pay Developer $500;


 


NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and premises herein contained, the parties hereto agree as
follows:


 


1.     Assignment.  Developer
hereby irrevocably assigns to the Company all right, title and interest in and
to the Technology, including but not limited to the following: (i) all
precursors, portions and works in progress with respect thereto and all
technology, works of authorship, information, know-how, processes, methods
and/or techniques conceived of or incorporated into the Technology; (ii)
materials and tools relating to the Technology or to the development, support
or maintenance of the Technology; (iii) all copyrights, patents, trade secrets,
trademarks and all other intellectual property rights related to or embodied in
the Technology and (iv) all right to bring an action for past, present or
future infringements of the Technology by a third party.


2.     Termination of Prior Agreement.  Company and Developer hereby agree that the
Prior Agreement is terminated in its entirety as of the date of this Agreement.


3.     Consideration.  Company agrees to pay Developer $500 on the date of this Agreement and
such payment shall be the only consideration required of the Company with
respect to the subject matter of this Agreement.


 

















 


4.     Further Assurances.  Developer agrees to assist the Company in
every way to evidence, record and perfect the Assignment of the Technology set
out in Section 1 of this Agreement and to apply for and obtain patents,
copyrights and other statutory or common law protections for the Technology in
any country and to enforce, maintain or defend such rights as necessary.  Specifically, Developer will execute all
documents the Company may require in applying for and in obtaining such
patents, copyrights and other statutory or common law protections.  If the Company is unable for any reason
whatsoever to secure the Developer’s signature to any document it is entitled
to under this Section 3, Developer hereby irrevocably designates and appoints
the Company and its duly authorized officers and agents, as his agents and
attorneys-in-fact with full power of substitution to act for and on his behalf
and instead of Developer, to execute and file any such document or documents
and to do all other lawfully permitted acts to further the purposes of the
foregoing with the same legal force and effect as if executed by Developer.


 


5.     Warranties.  Developer represents and warrants to the Company (i)
that he has the right to enter into this Agreement; (ii) that he alone owns all
right, title and interest to the Technology; (iii) that the Technology was
developed and created only by him; (iv) that he has not assigned, transferred,
licensed, pledged or otherwise encumbered the Technology or agreed to do so;
and (v) that the Technology does not violate, infringe or misappropriate any
third party’s rights.


 


6.     Governing Law.  This
Agreement will be governed by the laws of the State of Utah.


7.     Miscellaneous.  Both parties agree that this Agreement is
the complete and exclusive statement of the mutual understanding of the parties
and supersedes and cancels all previous written and oral agreements and
communications relating to the subject matter of this Agreement.


 


IN WITNESS WHEREOF, the parties have signed below to indicate their
acceptance of the terms of this Agreement.


 


 


	
  DEVELOPER

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
  /s/  Douglas Greene

  	
   

  	
  Overstock.com, Inc.

  
	
  Douglas Greene

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jason
  Lindsey

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jason Lindsey

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CFO

  



 


2

















 


 


 


 


Schedule
A




Technology


 


 


Application Server
Technology (AST).


Multi-platform
internet software development facility and supporting middle level software, including,
without limitation, the following components: AST Development Module, AST
Enablement Module.   AST enables
software developers to easily create web-enabled applications which can be
hosted across numerous hardware platforms, including Windows 2000, Windows NT,
Linux, Unix, IBM AS400 and IBM MVS.  AST
supports development in C and C++.


 


 


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