ASBICGNMENT AND THRANSVYER AGREEMENT
`
`This Assignment and Transfer Agreement CAgreement”) is roade as of October 18th,
`zo2t (" Effective Date”) betwesn
`David Wisland, Bavid Wieland Media, Schellingstr. 1093, 80798 Munich, Cermany.
`{“Assignee’”), and
`Vadim Korotkev (Koporres Bagnm ANCKCanDORIL, .
`("Assignor”). In constderation of the mutual promises and covenants contained in this
`Agreement, the parties agree as follows:
`
`1. Definitions
`
`1.1 “Assigned Property” means the property listed in Exhiibit A and all
`Inteltectual Property and Intellectual Property Rights forming a part of, embodied, tn or
`necessary for use of the property.
`
`1.2 “Intellectual Property” means all technology and intellectual property,
`regardiess of form, inchiding without Hmitation: published and unpablished works of authorship,
`including without imitation andiovisual works, collective works, computer prograrms,
`compilationa, databases, derivative works, literary works, maskworks, and sound recordings
`"Works of Aunthorship™): inventions and discoveries, including withoot mitation articles of
`manufacture, business methads, corpositions of matter, improvements, machines, methords, and
`processes and new uses for any of the preceding Hems (“Inventions”); words, names, symbols,
`devices, desizgns, and other designations, and combinations of the preceding items, used o
`identify or distinguish a business, good, group, product, or service or fo indicate a form of
`certification, including without Himitation fogos, product designs, and product features
`{"Trademarks”); and informaticn that Is not generally known or readily ascertainable through
`proper mmeans, whether tangible or intangible, including without Hmitation algorithms, customer
`fists, ideas, designs, formulas, know-how, methods, processes, programs, prototypes, systems,
`and techuniques (Confidential Information™).
`
`1.3 “Intelleciual Property Rights” means all rights in, arising ont of, or
`associated with Intellectual Property in any jurisdiction, including without limitation: rightsin,
`arising out of, or associated with Works of Aothorship, including without Hrnitation rights in
`maskworks and databases and rights granted under the Copyright Act (“Copyrights™); rights in,
`arizing out of, or associated with Inventions, including without Hmitation rights granted under
`the Patent Act ("Patent Righis”}; righis in, arising out of, or associated with Trademarks,
`including without Umitation rights granted under the Lanham Act (“Trademark Righis"):
`rights in, arising out of, or associated with Confidential Information, including without Hmitation
`rights granted under the Uniforra Trade Secrets Act (“Trade Secret Righis"): rights in, arising
`out of, or asacciated with a person’s name, voice, signature, photograpl, or Hikeness, inchiding
`without Hmitation rights of personality, privacy, and publicity {"Personality Rights"); rights of
`attribution and integrity and other moral rights of an author ("Meral Rights™); and rights in,
`arising out of, or associated with domain names ("BDomain Name Rights™).
`
`2. Assignment. Assignor bereby perpetually, rrevocably, and unconditionally assigns,
`transfers, and conveys to Assignes and s sucesssors and assigns, all of Assignor’s right, title, and
`interest in and {0 the Assigned Property. Assignor further perpetually, rrevocably, and
`unconditionally assigns, transfers, and conveys to Assignes and its successors and assigns all
`clainms for past, present and future infringement or misappropriation of the Intellectutal Property
`Rights included in the Assigoed Property, includiog all rights fo sue for and to recelve and recover
`all profits and damages aceraing from an infringement misappropriation prior to the Effective
`Date as well as the right to graot refeases for past infringemends. Assignor hereby waives and
`agress not to enforee all Moral Rights and all Personality Rights that Assignor may have inthe
`Assigned Property.
`
`3. Consideration. In consideration for assignments made by Assignor under this
`
`
`
`
`
`
`
`
`4. Confidentiality. Assignor must not use any Confidential Information assigned as
`part of the Assigned Property except for the benefit of Assignes. Assignor nmst not disclose such
`Confidential Information to third parties. Assignor must take reasonable steps to maintain the
`confidentiality and secrecy of such Counfidential Information and to prevent the unauthorized nse
`or disclosure of such Confidential Information. Any breach of these restrictions will cause
`irreparable harm to Assignee and will entitle Assignee to injunctive relief o addition to all
`applicable legal remedies.
`
`5. Representations and Warranties. Assignor represents and warranis to Assignes
`that: Assignor exclusively owns all vight, title, and interest in and to the Assigned Property;
`Assignor has not granted and will not grant any Heenses or other rights to the Assigned Property
`to any third party: the Assigned Property is free of any liens, encumbrances, security interests,
`and restrictions on transfer; to Assignor’s knowledge, the Intellectual Property that is assigned as
`part of the Assigned Property does not infringe Intelectual Property Rights of any third party;
`andd there are no legsl actions, investigations, claims, or proceedings pending or threstened
`relating 1o the Assigned Property.
`
`&. Indemnification. Assignor will defend, inderonity, and hold harmiless Assignes, and
`Assignee’s officers, divectors, shareholders, successors, and assigns, from and against all losaes,
`iabitities, and costs including, without lirnitation, reasonable attorneys’ fees, expenses, penaliies,
`judgments, claims and demands of every kind and character that Assignee, its officers, direciors,
`shareholders, snccessors, and assigns may ioncur, suffer, or be required to pay arising out of, based
`apan, or by reason oft the breach by Assignor of any of the representations or warranties made by
`Assignor under this Agreement; Assignor’s use of the Assignad Property prior to the date of this
`Agreement; or Assignor’s failiire to perform its obligations under this Agreement,
`
`7. Further Assurances
`
`7.1 Assis g
`may reasonably request to effectuate the transfer of the Assigned Property and the vesting of
`complets and exclusive ownership of the Assigned Property in Assignee, In addition, Assignor
`witl, at the reqguest and sole cost and expense of Assignee, but without additional compensation,
`prompily sign, execnte, make, and do all such deeds, documents, acts, and things as Assigniee may
`reasonably require:
`
`{a) to apply for, obtain, register, maintain and vest in the name of
`Assignee alone (unless Assignes otherwise directs) Intellecinal Property Righis protection relating
`to any or all of the Assigned Property in any country throughout the world, and when 5o obtained
`or vesied, to renew and restore the same;
`
`{1} 1o defend any judicial, opposition, or other proceedings in respect of
`such applications and any judicial, opposition, or cther proceadings or petitions or applications
`for revocation of sach Totellectual Property Righis; and
`
`(¢} to assist Assignee with the defense and enforcement of its rights in any
`registrations issuing from such applications and in all Indellectual Property Rights protectionin
`the Intellectual Property.
`
`7.2 Power of Attorney. If at any time Assignes is anable, for any reason, to secure
`Assignor’s signature on any letters patent, copyright, or trademark assignroents or applications
`for registrations, or other documents or filings pertaining to any or all of the Assigned Property,
`whether because of Assignors unwillingness, or for any other reason whatsoever, Assignor hereby
`irrevocably designates and appoints Assignes and s duly authorized officers and agenis as its
`agents and attorneys-in-fact, 10 act for and on its behalf and stead to execute and file any and all
`such applications, registrations, and other docurnents and to do all other lawfully permitted acts
`to further the prosecution thereon with the same legal force and effect as H executed by Assignor.
`
`8. Miseellaneous
`
`
`
`
`
`
`
`
`8.1 Injnnctive Relief, A breach of this Agreement may result in frreparable harm o
`Assignee and a remedy at law for any such breach will be inadequate, and in recognition thersof,
`Assignee will be entitled to injunctive and other equitable relief to prevent any breach or the
`threat of any breach of this Agresroent by assigonor without showing or proving actual damages.
`
`&.z Binding on Successors. This Agreement will inure to the benefit of, and be
`binding wpon, the parties, together with their respective representatives, successors, and assigns,
`except that Assigoor may not assign this Agreeroent without the consent of Assignee. Assignee
`may assign this Agreement in its discretion,
`
`8.3 Governing Law and Jurisdicticn, This Agreament will e governed by, and
`construed in accordance with, the laws of the State of New York without reference to ite conflict of
`laws provisions. With respect to any dispute arising out of or related to this Agreement, the partigs
`consent to the exclusive jurisdiction of, and venue in, the federal and state courts located in New
`York County, New York.
`
`8.4 Amendient and Walver, This Agreement may niot be arpended or madified
`unless muttually agreed upon in writing by the parties and no walver will be effective unless signed
`by the party from whom such waiver is seught. The waiver by any party of a breach of any
`provision of this Agreement will not operate or be construed as a waiver of any subsequent
`breach.
`
`8.5 Severability, I any provision of this Agresrpent is held tovalid by any court of
`competent jurisdiction, such invalidity will not affect the validity or operation of any other
`provision, and the invalid provision will be deemed severed from this Agreement.
`
`3.6 Entire Azreement. This Agreement is the entire agreement concerning the
`subdect matter hereof. It supersedes all prioy and contemporansous agresrnents, assurances,
`representations, and communications between the parties.
`
`{Aasigrnor] fAssignee]
`
`{signature)
`
`{print name)
`
`Titie: Designer
`
`Date: Qktober 18%, 2021
`
`By:
`(signature)
`
`David Wieland
`{print name)
`
`Title: Propristor
`
`Date: Oktober 184 2021
`
`EXEIBEE A
`
`PROPERTY
`
`
`
`
`
`
`
`
`g
`H
`
`Ps
`
`T N
`S Y ] 2\ N
`g §\\ < \\\\\ R E\\ §3
`N SR
`3
`
`.
`§\
`AL §
`
`\
`
`Grreeers
`
`s \\\\\
`
`s
`z
`rvea
`
`o
`
`Thet Ted § Red § ¥ IWE LY \\ N S NN N W S N S S i W \ Tee® TN B e § ¥ ¥ e
`Final Audit Report 2021-10-18
`Created: 2021-10-18
`By: David Wieland: (mr.david.wieland@gmail.com)
`Status: Signed
`
`Transaction ID: CBJCHBCAABAAKSReiUNUF850qidxaGgDX8KkOKWWE2fXV
`
`"ASSIGNMENT AND TRANSFER AGREEMENT" History
`
`Document created by David Wieland (mr.david.wieland@gmail.com)
`
`2021-10-18 - 11:58:56 AM GMT- IP address: 95.90.198.64
`
`Sy
`Ll
`
`Document emailed to Vadim Korotkov (vadimkorotkov36@gmail.com) for signature
`
`2021-10-18 - 11:59:32 AM GMT
`
`Yo
`Lol
`
`Email viewed by Vadim Korotkov (vadimkorotkov36@gmail.com)
`2021-10-18 - 2:56:08 PM GMT- IP address: 80.95.45.134
`
`Document e-signed by Vadim Korotkov (vadimkorotkov36@gmail.com)
`Signature Date: 2021-10-18 - 2:59:12 PM GMT - Time Source: server- |IP address: 80.95.45.134
`
`#% Agreement completed.
`2021-10-18 - 2:59:12 PM GMT
`
`| Adobesign
`
`%,
`
`7
`Z
`o
`
`
`
`
`
`
`
`
`
`
`
`This Assignment and Transfer Agreement CAgreement”) is roade as of October 18th,
`zo2t (" Effective Date”) betwesn
`David Wisland, Bavid Wieland Media, Schellingstr. 1093, 80798 Munich, Cermany.
`{“Assignee’”), and
`Vadim Korotkev (Koporres Bagnm ANCKCanDORIL, .
`("Assignor”). In constderation of the mutual promises and covenants contained in this
`Agreement, the parties agree as follows:
`
`1. Definitions
`
`1.1 “Assigned Property” means the property listed in Exhiibit A and all
`Inteltectual Property and Intellectual Property Rights forming a part of, embodied, tn or
`necessary for use of the property.
`
`1.2 “Intellectual Property” means all technology and intellectual property,
`regardiess of form, inchiding without Hmitation: published and unpablished works of authorship,
`including without imitation andiovisual works, collective works, computer prograrms,
`compilationa, databases, derivative works, literary works, maskworks, and sound recordings
`"Works of Aunthorship™): inventions and discoveries, including withoot mitation articles of
`manufacture, business methads, corpositions of matter, improvements, machines, methords, and
`processes and new uses for any of the preceding Hems (“Inventions”); words, names, symbols,
`devices, desizgns, and other designations, and combinations of the preceding items, used o
`identify or distinguish a business, good, group, product, or service or fo indicate a form of
`certification, including without Himitation fogos, product designs, and product features
`{"Trademarks”); and informaticn that Is not generally known or readily ascertainable through
`proper mmeans, whether tangible or intangible, including without Hmitation algorithms, customer
`fists, ideas, designs, formulas, know-how, methods, processes, programs, prototypes, systems,
`and techuniques (Confidential Information™).
`
`1.3 “Intelleciual Property Rights” means all rights in, arising ont of, or
`associated with Intellectual Property in any jurisdiction, including without limitation: rightsin,
`arising out of, or associated with Works of Aothorship, including without Hrnitation rights in
`maskworks and databases and rights granted under the Copyright Act (“Copyrights™); rights in,
`arizing out of, or associated with Inventions, including without Hmitation rights granted under
`the Patent Act ("Patent Righis”}; righis in, arising out of, or associated with Trademarks,
`including without Umitation rights granted under the Lanham Act (“Trademark Righis"):
`rights in, arising out of, or associated with Confidential Information, including without Hmitation
`rights granted under the Uniforra Trade Secrets Act (“Trade Secret Righis"): rights in, arising
`out of, or asacciated with a person’s name, voice, signature, photograpl, or Hikeness, inchiding
`without Hmitation rights of personality, privacy, and publicity {"Personality Rights"); rights of
`attribution and integrity and other moral rights of an author ("Meral Rights™); and rights in,
`arising out of, or associated with domain names ("BDomain Name Rights™).
`
`2. Assignment. Assignor bereby perpetually, rrevocably, and unconditionally assigns,
`transfers, and conveys to Assignes and s sucesssors and assigns, all of Assignor’s right, title, and
`interest in and {0 the Assigned Property. Assignor further perpetually, rrevocably, and
`unconditionally assigns, transfers, and conveys to Assignes and its successors and assigns all
`clainms for past, present and future infringement or misappropriation of the Intellectutal Property
`Rights included in the Assigoed Property, includiog all rights fo sue for and to recelve and recover
`all profits and damages aceraing from an infringement misappropriation prior to the Effective
`Date as well as the right to graot refeases for past infringemends. Assignor hereby waives and
`agress not to enforee all Moral Rights and all Personality Rights that Assignor may have inthe
`Assigned Property.
`
`3. Consideration. In consideration for assignments made by Assignor under this
`
`
`
`
`
`
`
`
`4. Confidentiality. Assignor must not use any Confidential Information assigned as
`part of the Assigned Property except for the benefit of Assignes. Assignor nmst not disclose such
`Confidential Information to third parties. Assignor must take reasonable steps to maintain the
`confidentiality and secrecy of such Counfidential Information and to prevent the unauthorized nse
`or disclosure of such Confidential Information. Any breach of these restrictions will cause
`irreparable harm to Assignee and will entitle Assignee to injunctive relief o addition to all
`applicable legal remedies.
`
`5. Representations and Warranties. Assignor represents and warranis to Assignes
`that: Assignor exclusively owns all vight, title, and interest in and to the Assigned Property;
`Assignor has not granted and will not grant any Heenses or other rights to the Assigned Property
`to any third party: the Assigned Property is free of any liens, encumbrances, security interests,
`and restrictions on transfer; to Assignor’s knowledge, the Intellectual Property that is assigned as
`part of the Assigned Property does not infringe Intelectual Property Rights of any third party;
`andd there are no legsl actions, investigations, claims, or proceedings pending or threstened
`relating 1o the Assigned Property.
`
`&. Indemnification. Assignor will defend, inderonity, and hold harmiless Assignes, and
`Assignee’s officers, divectors, shareholders, successors, and assigns, from and against all losaes,
`iabitities, and costs including, without lirnitation, reasonable attorneys’ fees, expenses, penaliies,
`judgments, claims and demands of every kind and character that Assignee, its officers, direciors,
`shareholders, snccessors, and assigns may ioncur, suffer, or be required to pay arising out of, based
`apan, or by reason oft the breach by Assignor of any of the representations or warranties made by
`Assignor under this Agreement; Assignor’s use of the Assignad Property prior to the date of this
`Agreement; or Assignor’s failiire to perform its obligations under this Agreement,
`
`7. Further Assurances
`
`7.1 Assis g
`may reasonably request to effectuate the transfer of the Assigned Property and the vesting of
`complets and exclusive ownership of the Assigned Property in Assignee, In addition, Assignor
`witl, at the reqguest and sole cost and expense of Assignee, but without additional compensation,
`prompily sign, execnte, make, and do all such deeds, documents, acts, and things as Assigniee may
`reasonably require:
`
`{a) to apply for, obtain, register, maintain and vest in the name of
`Assignee alone (unless Assignes otherwise directs) Intellecinal Property Righis protection relating
`to any or all of the Assigned Property in any country throughout the world, and when 5o obtained
`or vesied, to renew and restore the same;
`
`{1} 1o defend any judicial, opposition, or other proceedings in respect of
`such applications and any judicial, opposition, or cther proceadings or petitions or applications
`for revocation of sach Totellectual Property Righis; and
`
`(¢} to assist Assignee with the defense and enforcement of its rights in any
`registrations issuing from such applications and in all Indellectual Property Rights protectionin
`the Intellectual Property.
`
`7.2 Power of Attorney. If at any time Assignes is anable, for any reason, to secure
`Assignor’s signature on any letters patent, copyright, or trademark assignroents or applications
`for registrations, or other documents or filings pertaining to any or all of the Assigned Property,
`whether because of Assignors unwillingness, or for any other reason whatsoever, Assignor hereby
`irrevocably designates and appoints Assignes and s duly authorized officers and agenis as its
`agents and attorneys-in-fact, 10 act for and on its behalf and stead to execute and file any and all
`such applications, registrations, and other docurnents and to do all other lawfully permitted acts
`to further the prosecution thereon with the same legal force and effect as H executed by Assignor.
`
`8. Miseellaneous
`
`
`
`
`
`
`
`
`8.1 Injnnctive Relief, A breach of this Agreement may result in frreparable harm o
`Assignee and a remedy at law for any such breach will be inadequate, and in recognition thersof,
`Assignee will be entitled to injunctive and other equitable relief to prevent any breach or the
`threat of any breach of this Agresroent by assigonor without showing or proving actual damages.
`
`&.z Binding on Successors. This Agreement will inure to the benefit of, and be
`binding wpon, the parties, together with their respective representatives, successors, and assigns,
`except that Assigoor may not assign this Agreeroent without the consent of Assignee. Assignee
`may assign this Agreement in its discretion,
`
`8.3 Governing Law and Jurisdicticn, This Agreament will e governed by, and
`construed in accordance with, the laws of the State of New York without reference to ite conflict of
`laws provisions. With respect to any dispute arising out of or related to this Agreement, the partigs
`consent to the exclusive jurisdiction of, and venue in, the federal and state courts located in New
`York County, New York.
`
`8.4 Amendient and Walver, This Agreement may niot be arpended or madified
`unless muttually agreed upon in writing by the parties and no walver will be effective unless signed
`by the party from whom such waiver is seught. The waiver by any party of a breach of any
`provision of this Agreement will not operate or be construed as a waiver of any subsequent
`breach.
`
`8.5 Severability, I any provision of this Agresrpent is held tovalid by any court of
`competent jurisdiction, such invalidity will not affect the validity or operation of any other
`provision, and the invalid provision will be deemed severed from this Agreement.
`
`3.6 Entire Azreement. This Agreement is the entire agreement concerning the
`subdect matter hereof. It supersedes all prioy and contemporansous agresrnents, assurances,
`representations, and communications between the parties.
`
`{Aasigrnor] fAssignee]
`
`{signature)
`
`{print name)
`
`Titie: Designer
`
`Date: Qktober 18%, 2021
`
`By:
`(signature)
`
`David Wieland
`{print name)
`
`Title: Propristor
`
`Date: Oktober 184 2021
`
`EXEIBEE A
`
`PROPERTY
`
`
`
`
`
`
`
`
`g
`H
`
`Ps
`
`T N
`S Y ] 2\ N
`g §\\ < \\\\\ R E\\ §3
`N SR
`3
`
`.
`§\
`AL §
`
`\
`
`Grreeers
`
`s \\\\\
`
`s
`z
`rvea
`
`o
`
`Thet Ted § Red § ¥ IWE LY \\ N S NN N W S N S S i W \ Tee® TN B e § ¥ ¥ e
`Final Audit Report 2021-10-18
`Created: 2021-10-18
`By: David Wieland: (mr.david.wieland@gmail.com)
`Status: Signed
`
`Transaction ID: CBJCHBCAABAAKSReiUNUF850qidxaGgDX8KkOKWWE2fXV
`
`"ASSIGNMENT AND TRANSFER AGREEMENT" History
`
`Document created by David Wieland (mr.david.wieland@gmail.com)
`
`2021-10-18 - 11:58:56 AM GMT- IP address: 95.90.198.64
`
`Sy
`Ll
`
`Document emailed to Vadim Korotkov (vadimkorotkov36@gmail.com) for signature
`
`2021-10-18 - 11:59:32 AM GMT
`
`Yo
`Lol
`
`Email viewed by Vadim Korotkov (vadimkorotkov36@gmail.com)
`2021-10-18 - 2:56:08 PM GMT- IP address: 80.95.45.134
`
`Document e-signed by Vadim Korotkov (vadimkorotkov36@gmail.com)
`Signature Date: 2021-10-18 - 2:59:12 PM GMT - Time Source: server- |IP address: 80.95.45.134
`
`#% Agreement completed.
`2021-10-18 - 2:59:12 PM GMT
`
`| Adobesign
`
`%,
`
`7
`Z
`o
`
`
`
`
`
`
`
`
`
`
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