TECHNOLOGY TRANSFER AGREEMENT

 

                         TECHNOLOGY TRANSFER AGREEMENT

      WHEREAS, WE, Paul Carter residing at 828 Encino Vista Drive, Thousand 
Oaks, County of Ventura, State of California, and Malcolm Thomson residing at
12307 Willow Forest Drive, Moorpark, County of Ventura, State of California, the
ASSIGNORS herein, have created computer programs entitled FILE POWER (Docket
Nos. 87-239 and 87-296) for which we have filed applications for copyright
registrations in the United States which applications we are the joint owners;

      WHEREAS, OPTIKA IMAGING SYSTEMS, INC. a corporation organized and existing
under the laws of the State of California, having a place of business at 980 
Enchanted Way, Suite 101, Simi Valley, California 93065, the ASSIGNEE herein, 
desires to acquire the full ownership of all rights, title and interests 
including the copyrights in and to the works entitled FILE POWER;
 
      NOW, THEREFORE, for and in consideration of 187,500 shares of common stock
of the ASSIGNEE received by each of the ASSIGNORS, the receipt and legal 
sufficiency of all of which is hereby acknowledged, we, the said ASSIGNORS, have
sold and do hereby sell, assign, transfer and set over unto said ASSIGNEE, its 
successors and assigns, the entire rights, titles and interests including the 
copyrights in and to the works entitled FILE POWER and the underlying computer 
code, subroutines, flowcharts and theory and in and to applications pertaining 
to or based upon said works and applications, not only for, to and in the United
States of America, its territories and possessions, but for, to and in all 
countries foreign thereto, together with and including all priority rights based
upon any and all applications in the United States of America covered by this 
Assignment.

      And for the above-named considerations, we do hereby agree that we will, 
at the request of said ASSIGNEE, execute any and all applications for copyright 
registrations for said works and any and all other papers and documents and do 
all other and further lawful acts that said ASSIGNEE may copyright registrations
and to perfect and vest in the ASSIGNEE the entire rights, titles and interests 
including the copyrights in and to the works entitled FILE POWER.

      And for the above-named considerations, we do hereby authorize and empower
the ASSIGNEE, its successors and assigns, to apply for and obtain, in its or 
their own names, for the said work before competent International Authorities 
and in any and all countries foreign to the United States in which applications 
for copyright registration can be made or copyright registration so obtained.

      This agreement will constitute a transfer to ASSIGNEE of full ownership 
of all rights, titles, and interests, including the copyrights in and to the 
works entitled FILE POWER.

      This agreement signifies that (i) we represent and warrant to said 
ASSIGNEE that, with the exception of the works assigned hereby, said ASSIGNORS 
make no claim of right, title or ownership as to any patents, trademarks service
marks, trade names, copyrights, licenses, information and proprietary rights, 
used or useful in the business of said ASSIGNEE as now conducted and as 
currently proposed to be conducted and (ii) we acknowledge that, except for the 
obligation of the ASSIGNEE to deliver the shares of common stock referred to 
above and the obligations of the ASSIGNEE to pay to us an aggregate of $595,000 
pursuant to certain subordinated promissory notes dated on or about the date 
hereof, the ASSIGNEE has satisfied all obligations to us pertaining to all such 
works, patents, trademarks, service marks, trade names, copyrights, licenses, 
information and proprietary rights.

      This agreement will further signify that we represent and warrant that we
are the sole authors and sole proprietors of all rights in and to any portion of
the aforementioned works; that the works are original and not in the public 
domain; that the copyrights in the works have not been forfeited; that they do 
not violate or infringe on any personal or property rights of others, whether 
common law or statutory; that they contain nothing libelous or contrary to law; 
and that we have full power to enter into this agreement.

      This agreement will also constitute that the works contain no material 
from other copyrighted or unpublished works that has been used without the 
written consent of the copyright owner and/or of the owner of any other rights 
to or in such other works and that we will obtain any such written consent as 
may be required and will deliver it to ASSIGNEE.

      DATED at Los Angeles, California, this 20th day of February, 1992.

                                       /s/ PAUL CARTER 
                                       ------------------------------
                                       PAUL CARTER

                                       /S/ MALCOLM THOMSON
                                       ------------------------------
                                       MALCOLM THOMSON

STATE OF CALIFORNIA          )
                             ) ss
COUNTY OF LOS ANGELES        )

On this 20th day of February, 1992, before me, the undersigned, a Notary Public 
        ----
in and for said State, personally appeared PAUL CARTER and MALCOLM THOMSON, 
personally known to me (or proved to be on the basis of satisfactory evidence) 
to be the persons who executed the within instrument and acknowledged to me that
they executed same. 
                                                   [SEAL APPEARS HERE]         
                                                 -------------------------
WITNESS my hand and official seal                OFFICIAL SEAL
                                                 VEIGH ANN WEINER
                                                 Notary Public-California 
                                                 LOS ANGELES COUNTY
/s/ VEIGH ANN WEINER
- -----------------------------------------        My comm. EXP OCT 13, 1992
                                                 -------------------------

 

Basic Info X:

Name: TECHNOLOGY TRANSFER AGREEMENT
Type: Technology Transfer Agreement
Date: May 22, 1996
Company: OPTIKA INC
State: Delaware

Other info:

Date:

  • 20th day of February , 1992
  • OCT 13 , 1992

Organization:

  • Encino Vista Drive
  • Willow Forest Drive
  • County of Ventura , State of California
  • OPTIKA IMAGING SYSTEMS
  • the State of California
  • competent International Authorities

Location:

  • Moorpark
  • Simi Valley
  • United States of America
  • WEINER Notary Public-California LOS ANGELES

Money:

  • $ 595,000

Person:

  • PAUL CARTER
  • ANN WEINER