Exhibit 10.3


IP DEED OF ASSIGNMENT


 


 


 


This deed is made by:


 


 


 


MR. WILLIAM ATLAN (Assignor);


 


ATLAN MEDIA INC. (Assignee);


 


 


 


Background


 


		(A)	The Assignor owns the Intellectual Property and Intellectual Property Rights in the Core Technology.



 


		(B)	In consideration of benefits granted to the Assignor, the Assignor agrees to an irrevocable assignment
of all Intellectual Property and Intellectual Property Rights to the Assignee in the Core Technology.



 


It is agreed as follows:


 


 


 


		1.	ASSIGNMENTS



 


		1.1	Assignment to the Assignee



 


The Assignor confirms
for the benefit of the other parties that they have completed, or will complete at the earliest opportunity the irrevocable assignment
to the Assignee of:


 


		(a)	all or any existing and future Intellectual Property and Intellectual Property
Rights as and from the Assignment Date notwithstanding any deficient action, omission or actual or potential invalidity in any
aspect of the Assignment; and



 


		(b)	the right to take legal action, seek injunctive relief or to recover damages
for any infringement of any Intellectual Property Right occurring prior to the date of this assignment.



 


		1.2	Perfection of Assignment



 


The Assignor:


 


		(a)	irrevocably agrees to transfer absolutely and directly to the Assignee any
Intellectual Property and Intellectual Property Rights that has not been fully assigned in accordance with this deed or which later
comes within their possession, ownership or control (even if after the date of this deed); and



 


		(b)	until the assignments are fully effected, unconditionally and irrevocably
licenses to the Assignee the full use of the Intellectual Property and Intellectual Property Rights without royalty or any other
compensation.



 






     


     


    

 


		1.3	Warranties and Confirmations



 


		(a)	The Assignors warrants that as far as it is aware no person has any Intellectual
Property Rights in the Core Technology other than as provided for in this deed and that they are not aware of any lawful ground
of objection or revocation to those rights.



 


		(b)	The Assignor confirms that it is not entitled to any compensation or other
consideration for any of the assignments, other dispositions or transactions contemplated by this deed nor will they seek or claim
such compensation or consideration.



 


 


 


		2.	INDEMNITIES



 


		2.1	Assignors indemnity to Assignee



 


The Assignor individually
forever indemnifies the Assignee against any loss including any liability, cost, expense (including legal costs on a full indemnity
basis), claim, proceeding, action, demand, damage or expense that the Assignee incurs or suffers which is caused by an alleged
infringement of any of the Intellectual Property Rights originally held by that Assignor or the moral rights of that Assignor,
or which is actionable for defamation, passing off, unfair competition, breach of confidence, invasion of privacy, or as a result
of the Assignor's use of the Intellectual Property before the Assignment Date or otherwise.


 


 


 


		3.	NOTICES



 


		3.1	Method of Notice



 


A notice, consent, information,
application or request that must or may be given or made to a party under this deed is only given or made if it is in writing and:


 


		(a)	delivered or posted to that party at its address set out below; or



 


		(b)	faxed to that party at its fax number or emailed to the party’s email
address set out below.



 


If a party gives the other
party 3 business days’ notice of a change of its address, email or fax number, a notice, consent, information, application
or request is only given or made by that other party if it is delivered, posted, emailed or faxed to the latest address, email
or fax number.


 


		3.2	Time of Effect of Notice



 


A notice, consent, information,
application or request is to be treated as given or made at the following time:


 


		(a)	if it is delivered, when it is left at the relevant address;



 


		(b)	if it is sent by post, two business days after it is posted; or



 


		(c)	if it is sent by email or fax, as soon as the sender receives from the sender’s
fax machine a report of an error free transmission to the correct fax number.



 






     


     


    

 


		(d)	if a notice, consent, information, application or request is delivered,
or an error free transmission report in relation to it is received, after the normal business hours of the party to whom it is
sent, it is to be treated as having been given or made at the beginning of the next business day.



 


 


 


		4.	GENERAL



 


		4.1	General



 


If the day on or by which
something is required to be done or may be done is not a business day, that thing must be done on or by the next business day.


 


		4.2	Variation



 


No variation of this deed
will be of any force or effect unless it is in writing and signed by the parties to this deed.


 


		4.3	Exercise of rights



 


The fact that either party
fails to do, or delays in doing, something the other party is entitled to do under this deed, does not amount to a waiver of that
party’s right to do it. A waiver by either party is only effective if it is writing.


 


		4.4	No Implied waiver



 


A written waiver by either
party is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken
as an implied waiver of any other obligation or breach; or as an implied waiver of that obligation or breach in relation to any
other occasion.


 


		4.5	Assignment



 


Neither party may novate,
assign or subcontract this deed or any of their obligations under this deed without the prior written consent of the other party.
That consent may be given or withheld at a party’s absolute discretion.


 


		4.6	Relationship of parties



 


No party has any power
or authority to act for or to assume any obligation or responsibility on behalf of another party, to bind another party to any
agreement, negotiate or enter into any binding relationship for or on behalf of another party or pledge the credit of another party
except as specifically provided in this deed or by express agreement between the parties.


 


		4.7	Severability



 


If a clause or part of
a clause of this deed can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that
makes it legal, enforceable and valid, it must be read in the latter way. If any clause or part of a clause is illegal, unenforceable
or invalid, that clause or part is to be treated as removed from this deed, but the rest of this deed is not affected.


 






     


     


    

 


		4.8	Entire Agreement



 


This deed contains everything
the parties have agreed on in relation to the matters it deals with. No party can rely on an earlier document, or anything said
or done by another party, or by a director, officer, agent or employee of that party, before this deed was executed, save as permitted
by law.


 


		4.9	Counterpart



 


This deed is properly
executed when a party executes either this deed or an identical counterpart and will be binding on that party as regards itself
and in favour of each other party when they execute this agreement.


 


		4.10	Effective



 


This deed is made effective
from April 6 2016; the first date by which the Assignor and Assignee began sharing Core Technology, as referenced by the agreement
“Intellectual Property Assignment Agreement - FINAL”, dated April 6 2016.


 


		4.11	Governing Law



 


This deed is governed
by the laws in force in the State of New South Wales. The parties submit to the exclusive jurisdiction of its courts.


 


 


 


		5.	DEFINITIONS AND INTERPRETATION



 


		5.1	Definitions



 


In
this deed the following definitions apply:


 


Assignment Date means April 6 2016.


 


Core Technology means the web-based Digital
Advertising Management Platform, built in PHP, Python, Bootstrap, HTML 5, also known as the Atlan Media Ad Center, it’s core
source-code, algorithms, and sandbox testing environments; developed by the Assignor.


 


Intellectual Property means all intellectual
and technological property of whatever kind including but not limited to all patterns and designs artwork, protocols, patents and
formula, compositions, mathematical equations, all processes, application, treatment and methodology, brand names, logos, words
and phraseology that are used in the business, all other non-descript material, documents and merchandise, all registrable and
non-registrable designs, registered or unregistered patents, trademarks, service marks, know-how, business names and all mental
and human thoughts, ideas and intellect relating to the Core Technology.


 


Intellectual Property Rights means all present
and future rights, title and interests in and to inventions, know-how, patents, patent applications, registered and unregistered
trade marks, service marks, registered and unregistered designs, copyrights, circuit layouts, domain names, internet addresses,
computer programs, confidential information, trade secrets, trade or business names and brand names.


 



     


     


    

 


		5.2	Interpretation



 


In this deed, unless the
context otherwise requires:


 


		(a)	a reference to this deed includes any variation or replacement of it;



 


		(b)	the singular includes the plural and vice versa;



 


		(c)	a reference to a person, includes reference to the person’s executors,
administrators, successors, substitutes and assignees;



 


		(d)	a reference to a person includes a reference to a corporation and vice versa;



 


		(e)	a reference to one gender includes each other gender;



 


		(f)	headings are included for ease of reference only and do not affect the interpretation
of this deed; and



 


		(g)	any reference to a statute, regulation, rule or other legislative provision
includes any amendment, modification, or re-enactment of legislative provisions substituted for and any statutory instrument issued
under that statute, regulation, rule or other legislative provision.



  




     


     


    

  


EXECUTED AS A DEED on Thursday, 9 June 2016


 


 


 


 


 


Signed by for and on behalf of Assignor by
its authorised signatory:


 


 


 


 


 


/s/ WILLIAM ATLAN


 


Signature of Authorised Signatory


 


 


 


MR. WILLIAM ATLAN


 


Name of Authorised Signatory


 


 


 


Date: Thursday, 9 June 2016


 


 


 


 


 


 


 


 


 


Signed by Assignee:


 


 


 


/s/ WILLIAM ATLAN


 


 


 


Signature of Authorised Signatory


 


 


 


MR. WILLIAM ATLAN, PRESIDENT OF ATLAN MEDIA, INC.


 


Name of Authorised Signatory


 


 


 


Date: Thursday, 9 June 2016