MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

agrees to return to the disclosing Party or to destroy any and all Confidential Information
received from the disclosing Party in accordance with, and subject to, the provisions of Section
3.05. Upon destruction of Confidential Information or any copies thereof required to be
destroyed hereunder, the receiving Party shall certify in writing to the disclosing Party that such
destruction has occurred.
5.06 Remedies. Each Party acknowledges and agrees that, due to the unique nature of
Confidential Information, there can be no adequate remedy at law for breach of the
confidentiality provisions of this Agreement and that such breach will cause irreparable harm to
the non-breaching Party. The non-breaching Party shall thus be entitled to immediate injunctive
relief, in addition to whatever other remedies it might have at law or in equity, in the event of an
actual or threatened breach of such confidentiality provisions.
ARTICLE VI
INTELLECTUAL PROPERTY
6.01 Improvements to Intellectual Property of Buyer. Improvements to the Intellectual
Property of Buyer created by employees or agents of Buyer as a result of the Services shall be
owned by Buyer.
6.02 Improvements to Intellectual Property of Seller. Improvements to the Intellectual
Property of Seller created by employees or agents of Seller, employees or agents of Buyer, or
jointly by employees or agents of Seller and employees or agents of Buyer, as a result of the
Services, shall be owned by Seller.
6.03 Assignment. Each Party hereby assigns to the other Party its full right, title and
interest in relevant improvements that are necessary to give ownership to the other Party as
contemplated in Sections 6.01 and 6.02 above. Each Party further agrees to execute such
documents as the other Party may reasonably request from time to time to evidence and record
the ownership interest in such other Party (without charge, but at the other Party’s expense).
6.04 No Obligation to File. Neither Buyer nor Seller shall have any obligation to file
any patent application, prosecute any patent application or maintain any patent in force, nor
register any copyright.
ARTICLE VII
MISCELLANEOUS
7.01 No Third-Party Beneficiaries. Nothing in this Agreement is intended or shall be
construed to entitle any Person, other than the Parties and their respective successors and
permitted transferees and assigns, to any claim, cause of action, remedy or right of any kind.
7.02 Entire Agreement. This Agreement (including the Schedules) constitutes the
entire agreement between the Parties as to the subject matter hereof, and supersedes all prior
and contemporaneous agreements, understandings, negotiations and discussions, whether oral or
written, by or on behalf of the Parties.
C1-10
Exhibit C-1
Form of Initial Closing Transfer Documents