Aisystems, Inc. (fka ASYI)

[Keech63]

Stephen Johnston not only registered Aero-IQ.org, he also registered Aero-IQ.com, and Aero-IQ.net. It is quite common for a company to purchase three domains, to insure they own the domains.

And it makes sense now he did it on behalf of Airline Intelligence Systems.

Per his employment agreement:
http://www.implu.com/releases/2010/20100322/38403/implu_viewer?f=4

Quote:
9. Cooperation in Perfecting Rights to Proprietary Information and Innovations

(a) You will perform, during and after your employment, all acts deemed necessary or desirable by the Company to permit and assist the Company, at the Company's expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Proprietary Information and Innovations. Such acts may include, but are not limited to, execution of documents and assistance or co-operation: (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications; (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, other proprietary rights; and (iii) in other legal proceedings related to the Proprietary Information or Innovations.

It is quite obvious that Stephen Johnston was contractually obliged to continue working for the benefit of Airline Intelligence Systems even after his departure, at which time he registered the AERO-IQ domains,and continued to oversee the development of the software.

Interestingly enough, Stephen Johnston was not just hired as the President and CEO of the US Subsidiary.

Quote:You will hold the position of President and Chief Executive Officer of the Company. The Company acknowledges that you will also be employed as the Corporate Secretary of a Canadian wholly-owned subsidiary of the Company, Airline Intelligence Systems Inc.. an Ontario company (the "Canadian Subsidiary"). You will report to the Board of Directors of the Company and will devote sufficient time and attention to performing the duties consistent with your position in the Company.

We never heard anything about Steven Johnston resigning from his position as Corporate Secretary of a "Canadian wholly owned subsidiary of the Company,Airline Intelligence Systems Inc."

In the Intellectual Property Agreement between AIS Canada, AIS US, and Dynamic Intelligence Inc., it clearly states :

Per: http://www.implu.com/releases/2010/20100322/38403/implu_viewer?f=9

The part parties wish to have AI Canada assign its intellectual Property to AI US so that AI US can assign its Intellectual Property to Dynamic pursuant to the IPA, and for Dynamic to license AIS US pursuant to the IPA.

The agreement further states:

As between AI US and AI Canada, AI US has sole discretion to register, enforce or protect the AI Canada Intellectual Property, including filing and controlling copyright applications and patent applications in its own name, including continuations, continuation-in-parts, divisionals, reissues, reexaminations or any other patent application which claims the benefit of the filing date of a patent or application assigned to Dynamic. To the extent permissible by law including Copyright Law and without implying an employee-employer relationship between AI Canada and AI US, AI Canada agrees that AI Canada Intellectual Property is "work made for hire" owned solely by AI US.

Work Made for Hire is legally defined per: http://definitions.uslegal.com/w/work-for-hire/

A 'work for hire' is an exception to the general rule that the person who creates a work is the author of that work and holds all rights to the work product. In contrast, the copyright for a work for hire is owned by the company that hires the person to create the work or pays for the development of the work. The creator holds no rights to a work for hire under the law. Instead, the employer is solely entitled to exploit the work and profit from it.

And finally, the agreement clearly states that even upon termination of the Intellectual Property agreement with Dynamic, anything created from that intellectual property prior to the termination of the Intellectual Property agreement, shall survive the termination of the agreement. Also Per : http://www.implu.com/releases/2010/20100322/38403/implu_viewer?f=9

The rights and obligations of this Section 2.3 shall terminate upon the termination of the IPA regardless of the Term of this Agreement, except that any rights acquired by AI US pursuant to this Section 2.3 and prior to the termination of the IPA shall survive the termination of the IPA and this Agreement.

It is quite obvious that Airline Intelligence Systems had a greater plan with their Intellectual property from the get go; it was set up in the original contract.