Monaker Group, Inc. 10-K


Exhibit 10.3 


MONAKER GROUP, INC.


ASSIGNMENT OF IP AND OTHER
ASSETS


 


This Assignment
of IP and Other Assets (this “Agreement”)
is made and
entered into effective as of January 22, 2016 (this “Effective Date”) by and between Monaker Group, Inc.,
a Nevada corporation (the “Company”), and AlwaysOnVacation,
Inc., a Delaware corporation (the “Assignor”).


WHEREAS,
prior to the Effective Date, the
Assignor has developed certain technology and intellectual property on behalf of the Company and has developed or acquired other
tangible personal property, as further described below, which relate to the Company's actual and proposed business
associated with Travel Lodging, Transportation and Logistics (the “Business”);


WHEREAS,
the Assignor desires such technology
and intellectual
property and other tangible personal property to be assigned to and owned by the Company, in exchange for past considerations by
the Company to the Assignor on or about the date hereof;


NOW
THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:


1.


Certain
Definitions. As used herein, the following capitalized terms will have the meanings set forth below:


(a)


“Technology”
means all inventions, technology,
ideas, concepts, processes,
business plans, documentation, financial projections, models
and any other items, authored, conceived, invented, developed or designed by the Assignor relating to the technology or Business
of the Company that is not otherwise owned by the Company.


(b)


“Derivative”
means: (i) any derivative
work of the Technology (as defined in Section 101 of the U.S. Copyright
Act); (ii) all improvements, modifications,
alterations, adaptations,
enhancements and new versions of the Technology (the “Technology
Derivatives”); and (iii) all technology, inventions, products or other items that, directly
or indirectly, incorporate, or are derived from,
any part of the Technology or any Technology Derivative.


(c)


“Intellectual
Property Rights” means,
collectively, all worldwide
patents, patent applications, patent rights,
copyrights, copyright
registrations, moral rights,
trade names, trademarks,
service marks, domain names and registrations
and/or applications for all of the foregoing,
trade secrets, know-how, mask
work rights, rights
in trade dress
and packaging, goodwill and all other intellectual property
rights and proprietary rights relating in any way to the
Technology, any Derivative or
any Embodiment, whether
arising under the laws of the United States of America
or the laws of any other state, country or jurisdiction.


 




    	 



    	 



    

(d)


“Embodiment”
means all documentation, drafts,
papers, designs,
schematics, diagrams,
models, prototypes,
source and object code (in any form or format and for all hardware platforms), computer-stored data,
diskettes,
manuscripts and other
items describing all or any part of the Technology, any
Derivative, any Intellectual Property Rights or any information
related thereto or in which all of any part of the Technology, any
Derivative, any Intellectual Property Right or such information is set forth, embodied, recorded
or stored.


(e)


“Business
Assets” means all business and marketing plans, worldwide marketing rights, software,
customer and supplier lists, price
lists, mailing lists,
customer and supplier records and other confidential or
proprietary information relating to the Technology, as
well as all computers, office equipment and other tangible
personal property owned (i.e.,
not leased) by Assignor immediately prior to the execution and delivery of this Agreement and
primarily used in or
otherwise primarily related to the Business.


(f)


“Assigned
Assets” refers to the Technology, all Derivatives,
all Intellectual Property Rights, all Embodiments and Business
Assets, collectively as identified in the attached Exhibit A.


2.


Assignment.


(a)


The
Assignor hereby sells, transfers,
assigns and conveys,
to the Company, and its successors and assigns,
the Assignor's entire right, title and interest in and to the Assigned Assets and all rights of action,
power and benefit belonging to or accruing from the Assigned Assets including
the right to undertake proceedings to recover past and future damages and claim all other relief in respect of any acts of infringement
thereof whether such acts shall have been committed before
or after the date of this assignment, the same to be held
and enjoyed by said Company, for its own use and benefit and the use and benefit of its successors, legal representatives and assigns,
as fully and entirely as the same would have been held and enjoyed by the Assignor, had this assignment not been made.


(b)


The
Assignor hereby appoints the Company the attorney-in-fact of the Assignor, with full power of substitution on behalf of the Assignor
to demand and receive any of the Assigned Assets and to give receipts and releases for the same, to institute and prosecute in
the name of the Assignor, but for the benefit of the Company, any legal or equitable proceedings the Company deems proper in order
to enforce any rights in the Assigned Assets and to defend or compromise any legal or equitable
proceedings relating to the Assigned Assets
as the Company shall
deem advisable. The Assignor hereby declares that the appointment made and powers granted hereby are coupled with an interest and
shall be irrevocable by the Assignor.


(c)


The
Assignor hereby agrees that the Assignor and the Assignor's
successors and assigns will do, execute, acknowledge and
deliver, or will cause to be done,
executed, acknowledged and delivered such further acts, documents,
or instruments
confirming the conveyance of any of the Assigned Assets to the Company as the Company shall reasonably deem necessary, provided
that the Company shall provide all necessary documentation
to the Assignor.


 




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3.


Assignor
Representations and Warranties. The Assignor represents and warrants to the Company that to the best of Assignor's
knowledge the Assignor is the owner,
inventor and/or author of, and
can grant exclusive right, title and interest in and to,
each of the Assigned Assets transferred by the Assignor
hereunder and that none of the Assigned Assets are subject to any dispute,
claim, prior license
or other agreement, assignment, lien or rights of any
third party, or any other rights
that might interfere with the Company's use, or exercise
of ownership of, any of the Assigned Assets.
The Assignor further represents and warrants to the Company that to the best of Assignor's
knowledge the Assigned Assets are free of any claim of any prior employer or third party client of the Assignor or any school,
university or other institution the Assignor attended, and that the Assignor is not aware of
any claims by any third party to any rights of any kind in or to any of the Assigned Assets. The Assignor
agrees to immediately notify the Company upon becoming aware of any such claims.


4.


Reimbursement
of Expenses. The Company shall as promptly as practicable, reimburse
the Assignor for the Assignor's actual out-of-pocket costs
reasonably incurred with respect to Assignor's acquisition
and maintenance of the Assigned Assets.


5.


Miscellaneous.


(a)


Governing
Law. The validity,
interpretation, construction
and performance of this Agreement, and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed
and interpreted in accordance with the laws of the state of Florida, without giving effect to principles of conflicts of law.


(b)


Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein
and supersedes all prior or contemporaneous discussions, understandings
and agreements, whether oral or written, between them relating to the subject matter hereof.


(c)


Amendments
and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective
unless in writing signed by the parties to this Agreement. No delay or failure to require
performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.


(d)


Successors
and Assigns. Except as otherwise provided in this Agreement,
this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit
of their respective successors,
assigns, heirs,
executors, administrators
and legal representatives. The Company may assign any of its rights and obligations
under this Agreement. No other party to this Agreement
may assign, whether
voluntarily or by operation of law, any of its rights and
obligations under this Agreement,
except with the prior written consent of the Company.


(e)


Notices.
Any notice, demand or request required or permitted to
be given under this Agreement shall be in writing and shall
be deemed sufficient when delivered personally or by overnight courier or sent by email,
or 48 hours after being deposited in the U.S. mail
as certified or registered mail with postage prepaid, addressed to the party to be notified at such party's address as set forth
on the signature page, as subsequently modified by written
notice, or if no address is specified on the signature page, at the most recent address set forth in the Company's books and records.


 




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(f)


Severability.
If one or more provisions of this Agreement are held to
be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i)
such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision
were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.


(g)


Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall
be construed in favor of or against anyone of the parties hereto.


(h)


Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed
an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the
same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.


 


[Signature
Page Follows}




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IN WITNESS WHEREOF,
the undersigned have executed this Agreement effective as of the date and year first above written.


Dated: January 22, 2016


	 	ASSIGNOR:
	 	 	 
	 	AlwaysOnVacation, Inc.
	 	 	 
	 	 	 
	 	By:	/s/
    William Kerby
	 	(Signature) 
	 	Address:
	 	2690 Weston Road, Suite 200
	 	Weston, Florida 33331
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	THE COMPANY:
	 	 	 
	 	Monaker Group, Inc.
	 	 	 
	 	By:	/s/
    Omar Jimenez
	 	(Signature) 
	 	Name:	Omar
    Jimenez
	 	Title:   	CFO/COO
	 	Address:
	 	2690 Weston Road, Suite 200
	 	Weston, Florida 33331


 


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