INTELLECTUAL PROPERTY ASSIGNMENT

AGREEMENT

entered into between

<INSERT NAME OF PARTY>

<INSERT DESCRIPTION OF COUNTERPARTY>

with identity / passport / registration number <INSERT>
and principle place of business / residential address at
<INSERT ADDRESS>

(hereinafter referred to as “Assignor”)

and

<INSERT NAME OF PARTY>

<INSERT DESCRIPTION OF COUNTERPARTY>

with identity / passport / registration number <INSERT>
and principle place of business / residential address at
<INSERT ADDRESS>

(hereinafter referred to as “Assignee”)

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 PREAMBLE:

[A] The Assignor is the proprietor of the Intellectual Property.

[B] The Assignor has agreed to assign to the Assignee all right, title and interest in and
to the Intellectual Property in consideration for which the Assignee has agreed to
pay the Assignor the Price.

[C] This Agreement sets out the terms of the agreement between the Parties relating to
the Intellectual Property.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

{the remainder of this page is intentionally left blank}

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Contents

PREAMBLE:.........................................................................................................................................2
1. DEFINITIONS AND INTERPRETATION..............................................................................4
2. ASSIGNMENT.........................................................................................................................8
3. PAYMENT...............................................................................................................................8
4. WARRANTIES........................................................................................................................9
5. BREACH..................................................................................................................................9
6. DOMICILIA AND NOTICES................................................................................................10
6.1. Communications in Writing.................................................................................................10
6.2. Addresses.............................................................................................................................10
6.3. Domicilia.............................................................................................................................11
6.4. Delivery...............................................................................................................................11
6.5. Notification of Address and Fax Number.............................................................................12
6.6. Electronic Communication..................................................................................................12
6.7. English Language................................................................................................................12
7. GENERAL PROVISIONS.....................................................................................................12
7.1. Governing Law and Jurisdiction..........................................................................................12
7.2. Whole Agreement.................................................................................................................13
7.3. No Waiver............................................................................................................................13
7.4. Severability..........................................................................................................................13
7.5. Successors and Assigns........................................................................................................14
7.6. Cession, Delegation and Assignment...................................................................................14
7.7. Third-Party Rights...............................................................................................................14
7.8. Independent Advice..............................................................................................................14
7.9. No Representations..............................................................................................................14
7.10. Confidentiality.................................................................................................................15
7.11. Dispute Resolution...........................................................................................................16
7.12. Costs................................................................................................................................16
7.13. Counterparts....................................................................................................................16

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1. DEFINITIONS AND INTERPRETATION

1.1. The headings to the clauses and schedules, if any, of this Agreement are for reference
purposes only and shall in no way govern or affect the interpretation of nor modify
nor amplify the terms of this Agreement or any clause or schedule hereof.

1.2. Unless inconsistent with the context, the words and expressions set forth below shall
bear the following meanings and cognate expressions shall bear corresponding
meanings:

1.2.1. “Agreement” means this intellectual property assignment agreement

entered into between the Parties and all schedules, annexures and
addenda hereto, if any;

1.2.2. “Applicable Laws” includes all and any statutes, subordinate

legislation and common or customary law, regulation, ordinances and
by-laws, directives, codes of practice, circulars, guidance notices,
judgments and decisions of any competent authority, or any
governmental, intergovernmental or supranational body, agency,
department or regulatory, self-regulatory or other authority or
organisation and other similar provisions from time to time,
compliance with which is mandatory for the Parties;

1.2.3. “Assignor” means <INSERT NAME AND DESCRIPTION>;

1.2.4. “Assignee” means <INSERT NAME AND DESCRIPTION>;

1.2.5. “Business Day” means any day (other than a Saturday, Sunday or
officially recognised Namibian public holiday) on which banks
generally are open for business in Namibia;

1.2.6. “Copyright” means the right to reproduce the works listed in

Annexure “D” which may be amended by agreement between the
Parties;

1.2.7. “Date of Signature” means the date on which the Party signing this
Agreement last in time, signs the Agreement;

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 1.2.8. “Effective Date” means <INSERT>;

1.2.9. “Intellectual Property” means Patents, Registered Designs, Know-

How, Trade Marks, Copyright (including rights in computer software)
and all rights having equivalent or similar effect, which may exist
anywhere in the world;

1.2.10. “Know-How” means all confidential information relating to the

Intellectual Property and its exploitation including trade secrets,
technical information, manufacturing techniques, designs,
specifications, formulae, systems, processes, information concerning
materials and marketing and business information generally;

1.2.11. “Parties” means the Assignor and Assignee and “Party” means any
one of them, as the context requires;

1.2.12. “Patents” means the registered patents and patent applications listed in
annexure “A”, which annexure may be amended by agreement
between the Parties;

1.2.13. “Price” means <INSERT>;

1.2.14. “Registered Designs” means the registered designs and design

applications listed in Annexure “B”, which annexure may be amended
by agreement between the Parties;

1.2.15. “Trade Marks” means the registered or unregistered trademarks and

trade mark applications listed in annexure “C”, which may be amended
by agreement between the Parties;

1.3. Any reference in this Agreement to:

1.3.1. a “clause” shall, subject to any contrary indication, be construed as a

reference to a clause hereof;

1.3.2. “law” shall have the meaning ascribed to the words Applicable Laws;

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 1.3.3. a “schedule” shall, subject to any contrary indication, be construed as a
reference to a schedule hereof;

1.3.4. a “person” shall be construed as a reference to any person, firm,

company, corporation, government, state or agency of a state or any
association or partnership (whether or not having separate legal
personality) of two or more of the foregoing.

1.3.5. “writing” shall include communication via electronic mail.

1.4. Unless inconsistent with the context or save where the contrary is expressly indicated:

1.4.1. if any provision in a definition is a substantive provision conferring

rights or imposing obligations on any Party, notwithstanding that it
appears only in this interpretation clause, effect shall be given to it as if
it were a substantive provision of this Agreement;

1.4.2. when any number of days is prescribed in this Agreement, same shall
be reckoned exclusively of the first and inclusively of the last day
unless the last day falls on a day which is not a Business Day, in which
case the last day shall be the next succeeding Business Day;

1.4.3. in the event that the day for payment of any amount due in terms of
this Agreement should fall on a day which is not a Business Day, the
relevant day for payment shall be the following Business Day;

1.4.4. in the event that the day for performance of any obligation to be
performed in terms of this Agreement should fall on a day which is not
a Business Day, the relevant day for performance shall be the
subsequent Business Day;

1.4.5. any reference in this Agreement to an enactment is to that enactment as

at the Date of Signature and as amended or re-enacted from time to
time;

1.4.6. any reference in this Agreement to this Agreement or any other

agreement or document shall be construed as a reference to this

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 Agreement or, as the case may be, such other agreement or document
as say may have been, or may from time to time be, amended, varied,
novated or supplemented;

1.4.7. references to day/s, month/s or year/s shall be construed as Gregorian

calendar day/s, month/s or year/s;

1.5. Unless inconsistent with the context, an expression which denotes:

1.5.1. any one gender includes the other genders;

1.5.2. a natural person includes an artificial person and vice versa; and

1.5.3. the singular includes the plural and vice versa.

1.6. The schedules to this Agreement form an integral part hereof and words and
expressions defined in this Agreement shall bear, unless the context otherwise
requires, the same meaning in such schedules. To the extent that there is any conflict
between the schedules to this Agreement and the provisions of this Agreement, the
provisions of this Agreement shall prevail.

1.7. Where any term is defined within the context of any particular clause in this
Agreement, the term so defined, unless it is clear from the clause in question that the
term so defined has limited application to the relevant clause, shall bear the same
meaning as ascribed to it for all purposes in terms of this Agreement, notwithstanding
that that term has not been defined in this interpretation clause.

1.8. The rule of construction that, in the event of ambiguity, the contract shall be
interpreted against the Party responsible for the drafting thereof (contra proferentem),
shall not apply in the interpretation of this Agreement.

1.9. The expiration or termination of this Agreement shall not affect such of the provisions
of this Agreement as expressly provide that they will operate after any such expiration
or termination or which of necessity must continue to have effect after such expiration
or termination, notwithstanding that the clauses themselves do not expressly provide
for this.

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1.10. This Agreement shall be binding on and enforceable by the estates, heirs, executors,
administrators, trustees, permitted assigns or liquidators of the Parties as fully and
effectually as if they had signed this Agreement in the first instance and reference to
any Party shall be deemed to include such Party’s estate, heirs, executors,
administrators, trustees, permitted assigns or liquidators, as the case may be.

1.11. The use of any expression in this Agreement covering a process available under
Namibian law such as winding-up (without limitation eiusdem generis) shall, if any of
the Parties to this Agreement is subject to the law of any other jurisdiction, be
construed as including any equivalent or analogous proceedings under the law of such
other jurisdiction.

1.12. Where figures are referred to in numerals and in words, if there is any conflict
between the two, the words shall prevail.

2. ASSIGNMENT

2.1. The Assignor assigns to the Assignee, with effect from the Effective Date:

2.1.1. the Intellectual Property;

2.1.2. the inventions disclosed in any of the Patents;

2.1.3. all rights to priority flowing from the applications for the Patents,
Registered Designs and Trade Marks; and

2.1.4. all accumulated rights to claim relief from third parties for the infringement
or unlawful use of the Intellectual Property which may have occurred prior
to the Effective Date;

2.2. The Assignor agrees, at the Assignee’s expense, to sign all documents and anything
necessary to record and perfect the transfer of the Intellectual Property into the name
of the Assignor and to assist the Assignee to file and prosecute the Patent, Registered
Design or Trade Mark applications in any territory of the world.

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3. PAYMENT

3.1. In consideration for the rights assigned to it in terms of this Agreement, the Assignee
has agreed to pay the Assignor <INSERT> (“Price”).

3.2. The Assignee agrees to pay the Assignor the Price on or before <INSERT>, in cash,
free of exchange and without deduction or demand, at the Assignor’s address or care
of the Assignor’s bankers as notified to the Assignee by notice given and in <INSERT
CURRENCY OF PAYMENT>.

3.3. If the consideration payable by the Assignee is subject to VAT such tax will be
payable by the Assignee and any amount payable by the Assignee to the Assignor will
be calculated including VAT.

4. WARRANTIES

4.1. The Assignor warrants that:

4.1.1. it is the proprietor (owner or creator) of the Intellectual Property;

4.1.2. none of the Intellectual Property is encumbered (burdened) in any way and
no third party holds any rights in and to the Intellectual Property;

4.1.3. none of the Intellectual Property is the subject of any form of licence or pre-
emptive agreement;

4.1.4. no person has taken any steps to challenge the registrations of the
Intellectual Property or limit their scope in any way and the Assignor is not
aware of any circumstances which would give rise to an application to
challenge the registrations of the Intellectual Property or to limit the scope
of any registration; and

4.1.5. the Intellectual Property is not the subject of any existing litigation and the
Assignor is not aware of any facts or circumstances which would give rise
to litigation relating to the Intellectual Property.

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5. BREACH

Should any Party commit a breach of any provision of this Agreement and fail to remedy
such breach within fourteen days of receiving written notice from the other Parties requiring
it to do so, then the aggrieved Party/Parties shall be entitled, without prejudice to their other
rights in law, to cancel this Agreement or to claim specific performance of all of the
defaulting Party’s obligations, whether or not such obligations would otherwise then have
fallen due for performance, in either event without prejudice to the aggrieved Party/Parties’
right to claim damages.

6. DOMICILIA AND NOTICES

6.1. Communications in Writing

Any communication to be made under or in connection with this Agreement shall be

made in writing and, unless otherwise stated, may be made by fax, email or letter.

6.2. Addresses

The address, email and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication or
document to be made or delivered under or in connection with this Agreement is:

6.2.1. ASSIGNOR:

Business Address: <INSERT>

Postal Address: <INSERT>

Telephone: <INSERT>

Facsimile: <INSERT>

Electronic Mail: <INSERT>

Attention: <INSERT>

6.2.2. ASSIGNEE:

Business Address: <INSERT>

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 Postal Address: <INSERT>

Telephone: <INSERT>

Facsimile: <INSERT>

Electronic Mail: <INSERT>

Attention: <INSERT>

or any substitute address or fax number or department or officer as the Party may
notify to the other Parties by not less than 5 (five) business days' notice.

6.3. Domicilia

6.3.1. The Parties choose their respective physical addresses provided under or
pursuant to clause 6.2 (Addresses) as their domicilium citandi et executandi
at which documents in legal proceedings in connection with this Agreement
may be served.

6.3.2. A Party may by written notice to the other Parties change its domicilium
from time to time to another address, not being a post office box or a poste
restante, in Namibia, provided that any such change shall only be effective
on the fourteenth day after deemed receipt of the notice by the other Parties
under clause 6.4 (Delivery).

6.4. Delivery

6.4.1. Any communication or document made or delivered by one person to

another under or in connection with this Agreement will:

6.4.1.1. if by way of fax, be deemed to have been received on the first

business day following the date of transmission provided that
the fax is received in legible form;

6.4.1.2. if delivered by hand, be deemed to have been received at the

time of delivery; and

6.4.1.3. if by way of courier service, be deemed to have been received

on the seventh business day following the date of such sending,

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 and provided, if a particular department or officer is specified as part of its
address details under 6.2 (Addresses), if such communication or document
is addressed to that department or officer, unless the contrary is proved.

6.4.2. Any communication or document to be made or delivered to a

Party will be effective only when actually received by the other
Party and then only if it is expressly marked for the attention of
the department or officer identified with the Parties signature
below (or any substitute department or officer as the Party shall
specify for this purpose).

6.5. Notification of Address and Fax Number

Upon receipt of notification of an address or fax number or change of address or fax

number pursuant to clause 6.2 (Addresses), or changing its own address or fax
number, a Party shall notify the other Parties as soon as reasonably practicable.

6.6. Electronic Communication

6.6.1. Any communication to be made between the Parties under or in connection

with this Agreement may be made by electronic mail or other electronic
means, if the Parties:

6.6.1.1. agree that, unless and until notified to the contrary, this is to be
an accepted form of communication;

6.6.1.2. notify each other in writing of their electronic mail address

and/or any other information required to enable the sending and
receipt of information by that means; and

6.6.1.3. notify each other of any change to their address or any other
such information supplied by them.

6.6.2. Any electronic communication made between the Parties will be effective
only when actually received in readable form.

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6.7. English Language

Any notice or other document given under or in connection with this Agreement must
be in English.

7. GENERAL PROVISIONS

7.1. Governing Law and Jurisdiction

7.1.1. This Agreement shall be governed by, construed and interpreted in

accordance with the Applicable Laws of the Republic of Namibia.

7.1.2. Each of the Parties hereto irrevocably agrees that the High Court of
Namibia shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes which may arise out of or in
connection with this Agreement and for such purposes, irrevocably submits
to the non-exclusive jurisdiction of such court.

7.1.3. Each of the Parties agrees and accepts that a judgment of the High Court of
Namibia shall be enforceable in any country.

7.2. Whole Agreement

7.2.1. This Agreement constitutes the sole record of the bona fide understanding
among the Parties in relation to the subject matter hereof. No Party shall be
bound by any express, tacit or implied term, representation, warranty,
promise or the like not recorded herein. This Agreement accordingly
supersedes and replaces all prior commitments, representations or
undertakings, whether oral or written, among the Parties in respect of the
subject matter hereof.

7.2.2. No addition to, variation, novation or agreed cancellation of, any provision
of this Agreement shall be binding upon the Parties unless reduced to
writing and signed by or on behalf of all Parties.

7.3. No Waiver

No indulgence or extension of time, which any Party ("Grantor") may grant to the
other, nor any election or failure by the Grantor to enforce, whether completely or
partially, or delay the enforcement of, any of its existing or future rights, shall

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 constitute a waiver of, or, whether by estoppel or otherwise, limit any of, the existing
or future rights of the Grantor in terms hereof, save in the event and to the extent that
the Grantor has signed a written document expressly waiving or limiting that right.

7.4. Severability

Each provision in this Agreement is severable from all others, notwithstanding the
manner in which they may be linked together or grouped grammatically, and if in
terms of any judgment or order, any provision, phrase, sentence, paragraph or clause
is found to be defective or unenforceable for any reason, the remaining provisions,
phrases, sentences, paragraphs and clauses shall nevertheless continue to be of full
force. In particular, and without limiting the generality of the foregoing, the Parties
hereby acknowledge their intention to continue to be bound by this Agreement
notwithstanding that any provision may be found to be unenforceable or void or
voidable, in which event the provision concerned shall be severed from the other
provisions, each of which shall continue to be of full force.

7.5. Successors and Assigns

This Agreement shall inure for the benefit of and be binding upon the successors and
permitted assigns of the Parties.

7.6. Cession, Delegation and Assignment

Save as otherwise expressly provided for in this Agreement, no Party shall be entitled
to cede, delegate or otherwise assign or transfer any of its rights, obligations and/or
interest in, under or in terms of this Agreement to any third party without the prior
written consent of the other Parties.

7.7. Third-Party Rights

Unless expressly provided to the contrary elsewhere in this Agreement, no provision

of this Agreement constitutes a stipulation for the benefit of any person (stipulatio
alteri) who is not a party to this Agreement. No consent of any third party is required
for any amendment (including any release or compromise of any liability) or
termination of this Agreement.

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7.8. Independent Advice

Each Party acknowledges that it has been free to secure independent legal and other
advice as to the nature and effect of this Agreement and that it has either taken such
independent legal and other advice or dispensed with the necessity of doing so.
Further, each Party acknowledges that all the provisions of this Agreement and the
restrictions herein contained have been negotiated as between the Parties and are part
of the overall intention of the Parties in connection with this Agreement.

7.9. No Representations

A Party may not rely on any express or implied term, representation, warranty,
promise of the like which allegedly induced that Party to enter into this Agreement,
unless such express or implied term, representation, warranty, promise of the like is
recorded in this Agreement.

7.10. Confidentiality

7.10.1. Each Party shall treat as strictly confidential all information received or
obtained as a result of entering into or performing this Agreement which
relates to:

7.10.1.1. the provisions of this Agreement;

7.10.1.2. the negotiations relating to this Agreement;

7.10.1.3. the subject matter of this Agreement; or

7.10.1.4 the other Parties.

7.10.2. Any Party may disclose information which would otherwise be confidential
if and to the extent:

7.10.2.1. required by Law provided that any such information disclosed

shall be disclosed upon prior written notice to the other Parties;

7.10.2.2. required by any securities exchange or regulatory or

governmental body to which any Party is subject, wherever
situated, whether or not the requirement for information has the

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 force of Law, provided that any such information disclosed
shall be disclosed upon prior written notice to the other Parties;

7.10.2.3. required to vest the full benefit of this Agreement in any Party;

7.10.2.4. required to be disclosed to the professional advisers, auditors

and bankers of any Party;

7.10.2.5. the information has come into the public domain through no
fault of that Party; and

7.10.2.6. the affected Party (or Parties) has given prior written approval
to the disclosure, such approval not to be unreasonably withheld
or delayed.

7.11. Dispute Resolution

7.11.1. Any dispute arising from or in relation to this Agreement shall be firstly
resolved by the Parties through friendly consultations.

7.11.2. If the dispute has not been resolved by friendly consultations within 60
(sixty) days after one Party has served written notice on the other Parties
requesting the commencement of such consultations, then the Parties shall
be obliged to refer such dispute to an independent legal practitioner of not
less than 10 (ten) years’ experience, requesting him/her to assist in settling
the dispute. The costs involved in referring the dispute to a legal
practitioner shall be borne in equal proportion by all Parties

7.11.3 Should the Parties be unable, within 30 (thirty) days after the referral in
terms of clause 7.11.2. above, to resolve the dispute, the dispute shall be
referred to arbitration.

7.12. Costs

7.12.1. The costs related to the negotiation, drafting and typing of this Agreement,
including all prior drafts and all attendances will be paid by the Assignor.

7.12.2. The costs of recording and perfecting the assignment of the Intellectual
Property from the Assignor to the Assignee will be paid by the Assignee.

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 7.12.3. The Assignor will be responsible for the legal costs incurred in the filing,
prosecution and maintenance of the Patents and the Trade Marks up to and
including the Effective Date and the Assignee will be liable for these costs
after the Effective Date.

7.13. Counterparts

The signature by any Party of a counterpart of this Agreement shall be as effective as

if that Party had signed the same document as the other Parties.

SIGNED AT ………………………… ON THIS …… DAY OF ………………………

20… IN THE PRESENCE OF THE UNDERSIGNED WITNESSES:

As Witnesses:

…………………………… …………………………………
Signature of Witness Assignor, or their duly authorised
representative
……………………………
Signature of Witness

SIGNED AT ………………………… ON THIS …… DAY OF ………………………

20… IN THE PRESENCE OF THE UNDERSIGNED WITNESSES:

As Witnesses:

…………………………… …………………………………
Signature of Witness Assignee, or their duly authorised
representative

……………………………
Signature of Witness

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