SOFTWARE COPYRIGHT ASSIGNMENT
THIS AGREEMENT ("Agreement") is entered into on December 17, 2005, between Martin
Budar ("Assignor"), with its principal place of business located at Podebradova 709, 250 82
Uvaly, Czech Republic, and ("Assignee"), with its principal place of business located at , , ,
and shall be effective as of December 17, 2005 (the "Effective Date").
RECITALS
WHEREAS, Assignor is the owner of certain software described hereafter;
WHEREAS, Assignor desires to transfer and assign all rights in the software to Assignee, and
Assignee desires to obtain all such rights in accordance with the terms and conditions of this
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee agree as follows:
1.
Conveyance of Rights
Assignor is the owner of all right and title in the software ("Software") described in
Exhibit A (the "Software"). As of the Effective Date of this agreement, Assignor hereby
transfers and assigns to Assignee all of Assignor's right, title, and interest in and to both the
tangible and the intangible property constituting the Software, in perpetuity (or for the longest
period of time otherwise permitted by law), including all rights under the copyright laws of
the United States, together with all other copyright interests accruing by reason of
international copyright conventions.
2.
Delivery of Software
Upon execution of this Agreement, Assignor shall deliver to Assignee (1) its entire
inventory of copies of the Software in object code form, (2) a master copy of the Software (in
both source and object code form, if applicable), which shall be in a form suitable for
copying; and (3) all system and user documentation pertaining to the Software, if any,
including design or development specifications, error reports, and related correspondence and
memoranda. Transfer of the Software over the Internet shall constitute delivery for purposes
of this Agreement.
3.
Rights Retained by Assignor
Assignor may retain one copy of the Software (in both object code and source code
form) solely for nonproductive reference purposes with respect to its obligations under this
Agreement.
4.
Warranties of Title and Infringement
A.
Assignor represents and warrants that Assignee shall receive, pursuant to this
Agreement, complete and exclusive right, title and interest in and to all tangible and
intangible property rights existing in the Software, subject only to the rights reserved and
retained pursuant to the terms of this Agreement.
B.
Assignor represents and warrants that the Software does not infringe any
patent, copyright or trade secret of any third party; that the Software is fully eligible for
protection under applicable copyright law and has not been forfeited to the public domain.
5.
Protection of Trade Secrets
For purposes of this Agreement, "Software Trade Secret" means the whole or any
portion or phase of any scientific or technical information, design, process, procedure,
formula or improvement included in the Software that is valuable and not generally known to
the business concerns engaged in the development or marketing of products competitive with
the Software. From and after the Effective Date, and for so long thereafter as the data or
information remains a Software Trade Secret, Assignor will not use or disclose any Software
Trade Secret, except as specifically authorized by Assignee.
6.
Limited Warranty - No Support
A.
Assignor represents and warrants that the Software conforms in all material
respects to the description and/or specifications set forth above. ASSIGNOR ASSIGNS THE
SOFTWARE TO ASSIGNEE "AS IS," AND ASSIGNOR DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE,
INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OR MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. Assignee's exclusive remedy for breach of
the foregoing warranty shall be to require Assignor to correct any material nonconformance to
such specifications OF WHICH Assignee notifies Assignor within 30 days after the Effective
Date of this Agreement or, at Assignor's option, to return the consideration provided to
Assignor by Assignee in connection with this Agreement.
B.
Except as expressly provided in any applicable separate agreement, Assignor
shall not be responsible to Assignee for, or have any duty to conduct or perform, any training
or instruction; any presale or postsale marketing support; any licensing, sublicensing, leasing
or distribution; or any modification, correction, updating, enhancement or technical support of
the Software.
7.
Miscellaneous Provisions
A.
Neither party may assign this Agreement, in whole or in part, without the prior
written consent of the other party. This Agreement shall inure to the benefit of, and be binding
upon, the parties hereto, together with their respective legal representatives, successors and
assigns, as permitted.
B.
Any dispute arising under this Agreement shall be subject to binding
Arbitration by a single arbitrator with the American Arbitration Association (AAA) in
Connecticut, in accordance with its relevant industry rules, if any. The parties agree that this
Agreement shall be governed by and construed and interpreted in accordance with the
substantive and procedural laws of the State of Connecticut applicable to contracts signed and
to be wholly performed within said state. The Arbitrator shall have the authority to grant
injunctive relief and specific performance to enforce the terms of this Agreement. Judgment
on any award rendered by the Arbitrator may be entered in any Court of competent
jurisdiction.
C.
If any litigation or arbitration is necessary to enforce the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs.
D.
If any term of this Agreement is found to be unenforceable or contrary to law,
it shall be modified to the least extent necessary to make it enforceable, and the remaining
portions of this Agreement will remain in full force and effect.
E.
Neither party shall be held responsible for any delay or failure in performance
of any part of this Agreement to the extent such delay is caused by events or circumstances
beyond the delayed party's reasonable control.
F.
The waiver by any party of any breach of covenant shall not be construed to be
a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and
signed by the party waiving its rights. This Agreement may be modified only by a written
instrument executed by authorized representatives of the parties hereto.
G.
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes all prior agreements, proposals,
negotiations, representations or communications relating to the subject matter. Both parties
acknowledge that they have not been induced to enter into this Agreement by any
representations or promises not specifically stated herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective
Date.
Assignor
Assignee
EXHIBIT A: SOFTWARE
1.0
Software Title
EventLog Cop is a smart, easy to use utility for monitoring of event logs in Windows 2000,
2003 and XP computers. It allows monitoring of all important event logs across your network
from one place in a convenient way.
Main features:
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It’s a simple, web based application. With Internet Explorer you can see all important
event logs from one place, using an easy-to-use reporting system.
It supports Windows 2000, XP and 2003 operating systems, both workstations and
servers.
You don’t need to install any client software on monitored servers or workstations –
EventLog Cop uses only native built-in Windows services and protocols.
The data are stored at MS SQL Server 2000, or MSDE, which provides great reliability
and performance.
The easy to use, highly customizable Alerts system keeps you informed by e-mail
whenever any important event occurs.
The application consists of three parts:
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All data and settings are stored in SQL database.
EventLog Cop Windows Service, which gathers events from monitored hosts, stores them
in the SQL database and eventually sends the Alerts when defined conditions are met.
Web GUI, designated for EventLog Cop configuration and reporting.