Partial Assignment of License Agreement Among FindInc., Riverdeep, Inc., LLC And Acs Technol

PARTIAL ASSIGNMENT OF LICENSE AGREEMENT





This Partial Assignment of License Agreement (this "Agreement") is made as of the 11 th day of October, 2007 by and among Findex.com, Inc., a Nevada corporation with its principal place of business located at 620 North 129 th Street, Omaha, NE 68154 ("Assignor"), ACS Technologies Group, Inc., a South Carolina corporation with its principal place of business located at 180 Dunbarton Drive, Florence, SC 29501 ("Assignee"), and Riverdeep Inc., A Limited Liability Company, a Delaware LLC, with its principal place of business located at 100 Pine Street, Suite 1900, San Francisco, CA 94111 ("Licensor ?) (Assignor, Assignee and Licensor shall be referred to hereinafter individually as a "party" and collectively as the "parties").



WHEREAS, Licensor is the current owner of certain intellectual property relating to a church management and administration software product currently marketed and known as "Membership Plus" (the "Membership Plus Intellectual Property") which Membership Plus Intellectual Property, among other intellectual property, was licensed to Assignor pursuant to a certain Software License Agreement dated June 30, 1999 between Assignor and Parsons Technology, Inc., a California corporation, a copy of which is annexed hereto as Exhibit A (the "License Agreement");



WHEREAS, Assignor maintains certain rights under the License Agreement as of the date hereof, but now wishes to assign such rights to Assignee as part of an asset sale conveying the Membership Plus product line and business (the " Contemplated Asset Sale") involving, inter alia , a certain asset purchase agreement by and between Assignor and Assignee entered into contemporaneously herewith (the "Asset Purchase Agreement");



WHEREAS, as part of the Contemplated Asset Sale, and included in the Asset Purchase Agreement, Assignee wishes to acquire all of Assignor's rights and interest in and to all of the Membership Plus Intellectual Property under the License Agreement;



WHEREAS, in accordance with Section 13.3 of the License Agreement, a valid assignment of Assignor's rights and interest in and to all of the Membership Plus Intellectual Property under the License Agreement requires the express written consent of Licensor;



WHEREAS, subject to the terms and provisions contained herein, Licensor desires to provide the requisite consent to the contemplated assignment on a partial assignment basis and subject to the written terms and conditions of an agreement by and between Licensor and Assignor; and



WHEREAS, Licensor is not a party to the Asset ...