ASSIGNMENT AND ASSUMPTION OF TRANSFER AGREEMENT
THIS AGREEMENT, made as of the 16 day of June, 2004, among INFOTURE LLC, a
Colorado limited liability company ("Infoture"), TERRANCE D. PAUL, an individual
resident of the State of Colorado ("Paul") and RENAISSANCE LEARNING, INC., a
Wisconsin corporation (the "Company").
R E C I T A L S
The Company and Paul have entered into a Transfer Agreement dated as of
June 16, 2004 (the "Transfer Agreement") relating to the assignment by the
Company to Paul of its rights in a Book and Idea, as described in the Transfer
Agreement. Unless the context requires otherwise, capitalized terms used in this
Agreement which are not otherwise defined herein shall have the meanings
assigned to such terms in the Transfer Agreement. Article 4 of the Transfer
Agreement restricts Paul from Transferring the Idea unless he first offers
certain first negotiation and first refusal rights to the Company. Section 5.1
of the Transfer Agreement restricts Paul from Transferring any Idea Application
unless the transferee executes an agreement acceptable to the Company to be
bound by the provisions of Article 4 of the Transfer Agreement. Paul desires to
transfer the Book and the Idea to Infoture, which is jointly owned by Paul and
his spouse. The Company has agreed to consent to such Transfer upon the terms
and conditions set forth herein, including Infoture's agreement to assume and be
bound by the first negotiation and first refusal provisions of the Transfer
NOW, THEREFORE, in consideration of the Company's reliance hereon in
consenting to the assignment of the Idea to Infoture and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Assignment to Infoture. Paul hereby sells, assigns and transfers to
Infoture all of his right, title and interest in and to the Book and the Idea,
including, without limitation, all rights to obtain and maintain any copyright
and patent rights in the Book and the Idea and all rights to license, sublicense
or grant other rights and interests in or with respect to, and to otherwise
commercialize, the Book and the Idea.
2. Assumption by Infoture. Infoture hereby assumes and agrees to be bound
by the provisions of Article 4 of the Transfer Agreement and agrees, from and
after the date hereof, to perform all obligations of Paul provided for in said
Article 4 in accordance with the terms thereof.
3. Paul Guaranty. Paul hereby guarantees the full and timely performance
by Infoture of its obligations under Article 4 of the Transfer Agreement and
agrees that, if Infoture should at any time default in the performance of any of
such obligations, he will cause the same to be performed and will indemnify and
hold the Company harmless from and against any and all loss or damage it may
suffer or incur as a result thereof.
4. No Further Assignment. Infoture agrees that it shall not at any time
sell, assign or otherwise Transfer all or any portion of its interest in any
Idea Application or Idea Right unless the transferee executes a written
agreement, in form and substance reasonably acceptable to the Company, to be
bound by the provisions of Article 4 of the Transfer Agreement, which agreement
shall include a condition on further Transfer substantially similar to this
5. Company Consent. In consideration of the undertakings of Infoture and
Paul set forth herein, the Company hereby consents to Paul's assignment of the
Idea to Infoture.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
By: /s/ Terrance D. Paul
Terrance D. Paul, President
RENAISSANCE LEARNING, INC.
By: /s/ John Hickey
John Hickey, President and CEO