Agreement to Acquire Intellectual Property
This agreement is dated April 17, 2003 between:
Duane Nickull and Matt MacKenzie, doing business as "Yellow Dragon Software", ("Yellow Dragon");
XML-Global Technologies, Inc., a Colorado corporation, ("XML Global");
In consideration for the payment of $1.00 (all amounts are expressed in United States dollars), the receipt and
sufficiency of which is acknowledged, Yellow Dragon and XML Global agree as follows:
Intellectual Property Rights and Royalty Payments
XML Global owns certain proprietary technology and computer software
known as GoXML Messaging (the "Technology").
Yellow Dragon wishes to purchase rights to the Technology with a view to
maintaining and selling it.
XML Global Technologies wishes to grant to Yellow Dragon non-exclusive
rights to the Technology.
XML Global Technologies, Inc. warrants that it owns and may sell, license or
otherwise derive benefit from the Technology.
In consideration for the payments outlined below, XML Global grants a non-exclusive
license to the Technology. As part of this XML Global will provide Yellow Dragon
with the source code underlying the Technology.
XML Global will allow Yellow Dragon to use the trademark "GoXML Messaging"
when marketing the Technology.
Yellow Dragon will pay a royalty of twenty percent of gross revenue resulting from
sales of the Technology up until such a time as the royalty payments to XML Global
reach the sum of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000)
(the "Total Payment"), at which time:
Yellow Dragon shall not be liable to pay any further royalties to XML
Yellow Dragon will stop using the trademark "GoXML Messaging"; and
Yellow Dragon will retain rights to the Technology in perpetuity
Yellow Dragon will pay the royalties on a monthly basis, 15 days after the end of each
month for revenue that has been collected for the preceding month. The royalties shall