Attached files
| file |
filename |
| 10-Q - FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2010 - Cruzani, Inc. | ushighland10q1q10.txt |
| EX-32 - 906 CERTIFICATIONS - Cruzani, Inc. | ushighland10q1q10ex32.txt |
| EX-31 - 302 CERTIFICATIONS - Cruzani, Inc. | ushighland10q1q10ex31.txt |
| EX-10 - BLACK WIDOW ATV WORKS ASSET PURCHASE AGREEMENT DATED MARCH 31, 2010 - Cruzani, Inc. | ushighland10q1q10ex10-3.txt |
| EX-10 - RSGA ASSET PURCHASE AGREEMENT DATED MARCH 31, 2010 - Cruzani, Inc. | ushighland10q1q10ex10-4.txt |
| EX-10 - ATK ASSET PURCHASE AGREEMENT DATED MARCH 31, 2010 - Cruzani, Inc. | ushighland10q1q10ex10-2.txt |
HIGHLAND GROUP AB AND US HIGHLAND, INC.
IP ASSIGNMENT AGREEMENT
THIS IP ASSIGNMENT AGREEMENT ("Agreement") is by and between the Parties
below. The effective date of this Agreement is March 31, 2010
("Effective Date").
PARTIES
US Highland, Inc. ("USH")
17424 South Union Avenue
Mounds, OK 74047
Highland Group AB ("HG")
c/o 17424 South Union Avenue
Mounds, OK 74047
AGREEMENT
IP Assignment. The Parties agree to assign the recently finalized 950
Desert Crosser intellectual property from the Highland Group AB (the
"Highland Group IP") to US Highland, Inc. After review of the
transaction details with the various parties responsible for accounting
review and after review of valuation by the management teams of both
Parties using several valuation perspectives, the Parties mutually agree
to book the transaction as follows on the books of USH (with the
corresponding appropriate entries for HG) as an assignment of valuable
intellectual property for capital stock.
Description Debit Credit
----------- ----- ------
Intellectual Property 13,000,000
Owner's Equity 12,885,375
Capital Stock 114,625
Governing Law; Venue; Arbitration. This Agreement shall be governed by,
and construed in accordance with, the substantive laws of the State of
Oklahoma. Actions or proceedings litigated in connection with this
Agreement, if any, shall be conducted exclusively in the state and
federal courts located in the State of Oklahoma. Any dispute or
controversy arising under or from this agreement, or related in any way
whatsoever to this agreement, shall be resolved by arbitration before a
three arbitrator panel in accord with the commercial rules of the
American Arbitration Association. After delivery of the final payment
to the Seller, the Governing Law and Venue shall change from Oklahoma to
Idaho for any issues arising after the final payment which issues are
not related to payments to the Seller or royalties to the Seller.
Successors and Assigns. The representations and warranties made by the
Parties are binding on the respective parties, successors, and assigns.
Counterparts. This Agreement may be executed by the Parties in separate
counterparts, each of which shall be deemed an original.
Acceptance. This Agreement is not binding on either Party until signed
by both parties.
Severability and Precedence of this Agreement. If any provision of this
agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
The Parties hereby agree by affixing their signatures below:
USH: HG:
/s/Damian Riddoch /s/Mats Malmberg
------------------------ ----------------------
Authorized for USH Authorized for H
