Asset Purchase Agreement between Cyberinformatix, Inc. and Cyber Informatix, Inc., dated September 11, 2007

THIS AGREEMENT for the purchase of business assets (hereinafter the “Agreement”) is made and entered into on September 11, 2007, by and between Cyberinformatix, Inc., a Florida Corporation located at 4409 Hoffner Avenue Suite 107, Orlando, Florida 32812 (the “Seller”); and Cyber Informatix, Inc., a Nevada Corporation, with a principal address at 1785 E. Sahara Avenue, Suite 240, Las Vegas, Nevada, 89104, (the “Purchaser”) (together the “Parties”).

RECITALS

WHEREAS, the Seller offers licensing to users of its software through his website business known as Cyberinformatix.

WHEREAS, the Seller conducts business through several domains listed below.

WHEREAS, the Seller desires to sell, and the Purchaser desires to buy the tangible and intangible assets of the Seller used in the Cyberinformatix Business including all websites, domain names, marketing rights, copyrights, trademarks, proprietary Software and databases, Source Code, Specifications and any other Proprietary Rights owned by Seller relating to the Cyberinformatix business (collectively, “Business”) and

WHEREAS, the undersigned Parties have the authority to enter into this Agreement and will continue to have the authority to execute the Closing Documents and to conclude the transaction described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Parties, intending to be legally bound, hereto agree as follows:

AGREEMENT

1.            The foregoing recitals are true and correct.

2.            Definitions.

 

2.1           “Software” means the object code version of all Cyberinformatix  software computer programs.  The Software includes any improvements, Updates, Upgrades, Enhancements, Maintenance Modifications or derivative works of the Software.

2.2           “Enhancements” means any improvements(s) in the Software which changes the performance and/or function of such Software as indicated by a sub-number appearing two digits to the right of an initial decimal (i.e., 1.01 or 1.02).

2.3           “Proprietary Rights” means all intellectual property rights worldwide arising under statutory and common law, and whether or not perfected, including, without limitation, all trademark, service marks, trade names, rights associated with rights of authorship including copyrights, copyright applications, copyrights registrations, derivative works and moral rights, rights related to the protection of trade secrets and confidential information and any other proprietary right related to intangible and tangible property of the Business now existing or hereafter filed, issued or acquired.

2.4           “Source Code” means any human readable computer program code.

2.5           “Specifications” means the functional description of the operation of the Software.

2.6           “Update(s)” means any error corrections and bug fixes developed by Seller.

2.7           “Upgrade(s)” means any improvement(s) in the Software that changes performance and/or function of such Software and which is indicated by a sub-number appearing one digit to the right of an initial of an initial decimal (i.e. 1.1.1 or 1.2.1) and which may include one or more Enhancements.

2.8           “Maintenance Modifications” means changes to be integrated with the Software, including any Error corrections, but does not alter the functionality of the Software or add new functions.

 

Subject to the provisions of this Agreement, the Seller agrees to sell and the Purchaser agrees to buy:

 

3.1           All of the tangible and intangible personal property of the Business of the Seller.

 

3.2           All Proprietary Rights and proprietary technology of the Business of the Seller pertaining to this sale.

 

3.3           All Source Codes and graphics of the Business of the Seller pertaining to this sale.

 

3.4           Domain Registrar Account (services shown in Schedule A), and All Domain Names used in the business, as listed below:

             

CYBERINFORMATIX.US CYBERORGANIZER.NET

CYBERORGANIZER.ORG CYBERPASSWORDMANAGER.COM

                                                                                                               

 

 

  6.           REPRESENTATIONS AND WARRANTIES OF PURCHASER

 

The Purchaser makes the following warranties and representations to the Seller:

 

6.1           The Purchaser is an individual at the time of this Agreement, and fully intends to form a Nevada corporation to accept ownership of the Business assets.

 

6.2           All actions necessary or appropriate for the Purchaser to consummate this transaction shall have taken place on or before the Closing Date.

 

6.3           The Purchaser's obligation to perform under this Agreement shall be subject to the satisfaction of the following conditions before or contemporaneously with the closing:

 

6.3.1        The representations and warranties of the Purchaser shall be true as of the date of this Agreement and shall continue to be true through the Closing Date.

 

6.3.2       All the terms and conditions of this Agreement shall have been materially complied with.

 

6.4          All instruments reasonably requested by the Purchaser from the Seller and from Seller’s counsel have been executed and delivered to the Purchaser in form and substance satisfactory to the Purchaser, or have been waived by the Purchaser before or at closing.

 

 

8.             NOTICE OF INFRINGEMENT: MISAPPROPRIATION

 

In the event either party becomes aware of any action that may infringe or misappropriate the Proprietary Rights or other intellectual property rights of the other party, such party shall promptly notify the other party of such action.

9.             CONFIDENTIALITY AND NON-DISCLOSURE

Seller agrees that he may not, at any time, disclose or disseminate the trade secrets of the Business and embodied in the Software to any person, firm, organization or employee who does not need to obtain access thereto consistent with the rights under this Agreement.  Under no circumstance may Seller unlock, decompile, or reverse-assemble the binary or object code of the Software without the prior written consent of the Purchaser, as these terms are generally used in the trade.  Under no circumstances may Seller disclose or disseminate Business trade secrets to any competitor of Purchaser.  Seller shall treat as confidential and will not disclose or otherwise make available any information regarding the Business or the Purchaser, including but not limited to the Business’s method of operation, training plan, procedures in any form to any person or entity other than Seller’s agents.  No information shall be deemed part of the Confidential Information or trade secrets to the extent such information is (i) in or becomes part of the public domain other than by disclosure of Seller in violation of this Agreement or rightfully obtained by Seller from third parties.

10.           RISK OF LOSS

 

10.1         The Seller assumes all risk of loss or damage to the assets through the final transfer of assets to the Purchaser as described in this agreement.

 

10.2         If loss or damage to a substantial portion of the Assets occurs without fault of Seller, the Purchaser shall have the option to terminate this Agreement and, if the Purchaser does so, all rights of the Purchaser and the Seller shall terminate without liability to either party, and all payments would be returned by the Seller to the Purchaser.

 

10.3         The Purchaser shall notify the Seller within ten (10) days after receiving written notice of loss or damage of its decision to terminate this Agreement.

 

10.4          If the Purchaser does not timely notify the Seller of termination, this Agreement shall remain in full force and effect, provided; however, the Purchase Price shall be adjusted on the Closing Date to reflect such loss or damage.

11.           CLOSING COSTS

11.1         All applicable transfer costs and fees, if any, relating to the closing of this transaction shall be paid one-half by the Seller and one-half by the Purchaser (50/50), except as otherwise specifically provided in this Agreement.  Seller will be responsible for all local taxes and fees levied as a result of the sale of these assets.

 

11.2         Each Party shall be solely responsible for payment of its own legal fees, taxes, and disbursements, if any, of its respective legal counsel incurred in connection with the negotiation and closing of the transaction contemplated herein.

Any notice, communication, request, approval, or consent that may be given or is required to be given under the terms of this Agreement shall be in writing, and shall be sent certified mail or courier delivery, return receipt requested, to the address for each party shown on this Agreement or any other address indicated in writing by the parties.  Notice given by or to the attorney for either party shall be as effective as if given by or to the party.

 

The captions of this Agreement are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of any of its provisions.

 

This Agreement constitutes the entire understanding of the parties and may not be amended or modified except in a writing signed by both Parties.  All prior understandings and agreements between the Parties are merged into this Agreement, which alone fully and completely expresses their understanding.

 

This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors, heirs, assigns, and personal representatives.

 

The Parties agree to execute any and all further instruments and documents and take all actions as may be reasonably required by either party to effect fully the terms and provisions of this Agreement and the transaction contemplated in it before or after the closing.

 

18.           GOVERNING LAW

 

This Agreement shall be governed in its enforcement, construction, and interpretation by the laws of the state of Florida.

Time is of the essence with respect to all matters contained in this Agreement.

 

The unenforceability, for any reason, of any term, condition, covenant, or provision of this Agreement shall neither limit nor impair the operation, enforceability, or validity of any other terms, conditions, provisions, or covenants of this Agreement.

 

 

22.           GOOD FAITH EFFORTS

 

The Seller and Purchaser each covenant to use their best efforts in good faith to comply with the provisions of this Agreement.

 

This Agreement may be executed in several counterparts, each of which shall be deemed an original an all so executed shall constitute one agreement.  This Agreement must be executed within 48 hours by both Parties.  Should one party execute and forward the Agreement to the other party, the second  party shall have 48 hours from the time of receipt by fax, email, or other means to accept the Agreement, or the offer represented by the executed and transmitted Agreement shall be deemed withdraw

 

24.           TRAINING AND SUPPORT

 

24.1         Seller shall be available to answer Purchaser’s questions pertaining to operational matters for a 30 day period and shall provide assistance when available after expiration of the 30 day period by email.

 

24.2         Seller shall assist Purchaser with the transfer of ownership of the ISP account, domains, and all other assets pertinent to the sale.

26.           RESTRICTIVE COVENANT

The Seller agrees not to compete, directly, indirectly or in any manner, or engage in a business specific to the Business and products being purchased, nor aid or assist anyone else, except Purchaser, to do so within these limits, nor solicit in any manner any past accounts of the Business, nor employ any employee of the Business; nor have any interest, directly or indirectly, in such a business except as an employee of Purchaser, provided, however, that the Purchaser’s right to enforce this portion shall terminate in the event that Purchaser is in default under any material term of this Agreement or of the closing documents.  The restraint associated with this contract shall be enforceable globally for a period of five (5) years effective from the date of Closing.  The Parties acknowledge that there are legitimate business interests justifying this restrictive covenant, and that the covenant is reasonably necessary to protect the interest justifying the covenant.

 

Both parties will give their best efforts to close this transaction as soon as possible, and agree to close the transaction by September 30, 2007, or earlier if achievable by both parties.