NORTH AMERICA TECHNOLOGY AGREEMENT
Exhibit 10.1
NORTH AMERICA TECHNOLOGY
AGREEMENT
This
Agreement is entered into as of the 20th day of October, 2009, by and between
SNRG Corporation, a Nevada
Corporation, with a office located at ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ (hereinafter referred to as the “Buyer”), and. ▇▇▇▇ Invest AG D/B/A
Enviropark Global AG with registered offices located at ▇▇▇▇▇▇▇▇▇▇
▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, (hereinafter referred to as
“Seller”).
The Buyer
and Seller together, the “Parties”.
RECITALS
WHEREAS,
Seller owns certain intellectual property and patent rights to certain
proprietary waste recycling processes, products related thereto, and all
intellectual property rights associated therewith (the
"Technology").
WHEREAS,
Seller is the sole owner of certain related proprietary inventions, devices,
formulas, processes, documentation, notes, flow charts, manuals, plans,
technology, know-how, customer lists, price lists, cost information, policies,
techniques, trade practices, methods of operation, and trade secrets of every
kind or character relating to the Technology and to certain post-consumer and
post-industrial waste recycling and virgin material recovery process’s, whether
or not patentable or copyrightable ("Technical Information") and is willing to
sell and assign to Buyer exclusive North American rights with respect
thereto, as hereinafter set forth below.
C.
Buyer desires to obtain exclusive ownership, assignment and license rights to
the Technology and license rights to the Technical Information, under the
conditions as set forth hereinafter.
NOW, THEREFORE, the parties agree as
follows:
ARTICLE I -
DEFINITIONS
The
following terms will, as used in this Agreement, have the meanings hereinafter
set forth:
1.01.
LICENSED PRODUCTS -- "Licensed Products", whether singular or plural, shall mean
all products, processes, and services (including those identified in Exhibit “A” attached
hereto) which embody, involve, or are made using the Technology or Technical
Information or are covered by the Technology, and improvements thereon made by
the Buyer or the Seller, and such other products, processes, and services as may
hereafter be, by written mutual consent, brought within the scope of this
Agreement.
1.02. TECHNICAL
INFORMATION -- "Technical Information" shall mean all engineering, manufacturing
and sales data, formulas, methods of manufacture and application, or
formulations, trade secrets, know-how or related proprietary information, and
information owned or hereafter acquired by Licensor relating to the Technology
and Licensed Products identified in Section 1.01 above.
1.03.
TECHNICAL ASSISTANCE -- "Technical Assistance" shall mean technical discussions,
lectures, guidance, or technical training given by the Seller to technically
qualified personnel of the Buyer concerning the Technical Information furnished
to the Buyer.
ARTICLE II - LICENSE
GRANT
2.01. For
valuable consideration as defined in Exhibit “B” hereto , the receipt and
sufficiency of which is hereby acknowledged, Seller hereby sells, assigns and
licenses the exclusive North American (Canada, the United States and Mexico),
rights to Technology to the Buyer, without recourse and without warranties of
any nature except as specifically set forth in this Agreement.
2.02.
Seller hereby grants to the Buyer exclusive North American rights and licenses
to use the Technical Information and to make, have made, use and sell Licensed
Products under Seller’s Technical Information. The Buyer may grant
sublicenses within North America without the prior written permission of Seller
but must provide legal notice of such sublicenses to the Seller. The
Buyer may assign or sublicense this license to any subsidiaries or affiliates of
the Buyer without the prior written permission of Seller.
ARTICLE III -
PAYMENT
3.01. For
and in consideration of the sale, assignment and licensing of the Technology and
the Technical Information by the Seller to the Buyer, the Buyer shall be
obligated to make payments and provide compensation to the Seller as set forth
in Exhibit
“B” attached hereto for
the rights granted under this Agreement or for any Licensed Products
manufactured or sold by or for the Buyer pursuant to the terms of this
Agreement.
ARTICLE IV - EXCHANGE OF
TECHNICAL INFORMATION
4.01.
Seller shall furnish the Technical Information to the extent as deemed
reasonably necessary for the Buyer to perform under the terms of this
Agreement.
4.02. The
Buyer agrees not to use Technical Information received from Seller except under
and in accordance with this Agreement and that it will hold such Technical
Information in confidence in accordance with Section 4.04, except insofar as (i)
such information now is or hereafter becomes known to the public through no act
or omission of the Buyer, or (ii) such information becomes available to the
Buyer from another source having no confidentiality obligation to the
Seller.
4.03. The Buyer may disclose Technical
Information to its employees, agents, or subcontractors employed by the Buyer,
but only to the extent as reasonably necessary to enable such employees, agents,
or subcontractors to perform the duties or work assigned to them. The
Buyer will protect the Technical Information and maintain the same confidential
to the same degree that it protects and maintains the confidentiality of its own
technical information.
4.04. The
Buyer agrees that it will maintain all Technical Information in strictest
secrecy and confidence and will not disclose any Technical Information to any
third party, except in confidence to legal counsel, or if compelled by law or
rule of court either in writing or orally. The Buyer agrees to hold
in strict confidence all drawings, formulas, test data and reports, cost data,
and related financial information respecting Technology and the Technical
Information. The Buyer shall not convey the Technology or Technical
Information to any third party except in confidence to legal counsel, or if
compelled by law or rule of court.
4.05. Seller
will, if requested by the Buyer, and upon terms to be mutually agreed upon by
Seller and the Buyer, be available throughout the term of this Agreement to
provide Technical Assistance to qualified representatives of the Buyer in the
formulation, design, manufacture, testing, and sales of the Licensed Products,
in deciding upon the nature and capacity of any necessary manufacturing
facilities, and the number and qualifications of manufacturing, engineering and
sales personnel, and in evaluation, verification and recording of sales, product
acceptability and related matters, all with a view to enabling the Buyer
expeditiously to attain the ability and capacity to meet adequately and
profitably the applicable market demand for the Licensed
Products. Seller, his agents, representatives and/or assigns, will,
upon reasonable notice, at any time during the term of this Agreement, have the
right, during normal operation hours, to free access to the Buyer’s facility and
books and records for the purpose of inspection, testing, or verification of
information relating to Buyer's customers or related operations.
4.06. Any
discoveries, inventions or improvements to the Licensed Products or Technical
Information developed by the Buyer or developed jointly by the Buyer and
the Seller will be the property of the Buyer, but Seller shall have a right
of first refusal to an exclusive, perpetual, North American license to utilize
such discoveries, inventions, or improvements. Any patent
application(s) filed on the foregoing discoveries, inventions, or improvements
will be prepared and prosecuted by the Buyer, and the Seller agrees to execute
all necessary documents in connection with the filing, prosecution and
enforcement of proprietary rights relating to such discoveries, inventions, or
improvements.
ARTICLE V -
LITIGATION
5.01. Seller
represents and warrants that it has title to the Technology, that to the best of
its knowledge there are no existing unauthorized uses or infringements of the
Technology or Technical Information, and that Buyer has the right to transfer
both the Technical Information and the right to use the Licensed
Products. Seller further represents and warrants that it has the
right to enter into this Agreement, and that there are no outstanding
assignments, grants, licenses, encumbrances, obligations, or agreements written
or oral, or implied or otherwise, inconsistent with the terms and conditions set
forth in this Agreement.
5.02.
Upon the discovery of any unauthorized use by any third party or parties of the
Technology or Technical Information, the Buyer will have the right, but not the
obligation, in the first instance and at its expense to initiate the appropriate
legal action or other proceedings as are needed to restrain or recover for such
activities. Seller will have the right, but not the obligation, at
Seller’s expense to be represented by counsel in any such suits or other
proceedings. Seller agrees to notify immediately the Buyer of any
such discovery of unauthorized use of either the Technology or the Technical
Information.
5.03.
Neither party will commence any legal proceedings in the name of the other
without first receiving written approval from such other party, nor will that
other party be obligated to authorize or assist in so doing until the party
intending to commence legal proceedings will have furnished to the other an
indemnity reasonably satisfactory to the other against all liability incurred by
the other resulting from the proceedings. Should neither party
resolve the differences of the other party, then such dispute shall be mediated
at each party’s expense under the laws of the canton of St Hull,
Switzerland.
ARTICLE VI -
TERMINATION
6.01. If
Seller defaults in the performance of any provision of this Agreement, the Buyer
may notify Seller in writing of such default, stating in such written notice the
covenant or covenants of this Agreement in which Seller will have defaulted, and
shall then have sixty (60) days after the service upon written notice to the
Seller to cure such default. If Seller fails to cure such default
within such sixty (60) day period, the Buyer may terminate this Agreement by
serving upon written notice of such termination, which termination will be
effective thirty (30) days after receipt thereof by Seller; provided, however,
such termination will not affect the assignment of the Technology to the Buyer
or prejudice the rights of the Buyer to recover any sums due at the time of such
termination and will not prejudice any cause of action or claim of the Buyer
accrued or to accrue on account of any breach or default of the
Seller.
6.02. Upon
the termination of this Agreement in accordance with the provisions of this
Article VI, after termination, Seller will have no further rights of any kind
under this Agreement, except rights to the Technology and rights that will have
accrued prior to termination.
ARTICLE VII -
MISCELLANEOUS
7.01. Any
notice or communication required or permitted to be given to or served upon
either party pursuant to this Agreement will be sufficiently given or served if
sent to such party by registered or certified mail, return receipt requested,
addressed to it at its address set forth below or to such other address as it
will designate by written notice given to the other party hereto and will be
deemed effective upon delivery thereof to the parties at the addresses set forth
above.
7.02. This Agreement will be
governed by and construed and enforced in accordance with the laws of the Canton
of St Gallen, Switzerland, and contains the entire understanding of the parties
with respect to the subject matter hereof, and there are no promises,
warranties, or undertakings other than those expressly set forth
herein. No modifications or waiver of any of the provisions of this
Agreement will be valid unless in writing and signed by each of the parties
hereto.
7.03. The
failure of either party to insist in any instance of the strict performance of
any provision of this Agreement or to exercise any right hereunder will not
constitute a waiver of such provision or such right in any other
instance.
7.04.
This North American Technology Agreement shall be in duplicate and presented to
both parties in English. This Agreement shall have two identical
copies, one for each party, which have the same legal equality and is in full
force and effect upon the signing of this Agreement.
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as of the effective date set forth
above as of this 20 day of October, 2009.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.
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In
the Presence of:
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Buyer:
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| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
SNRG
Corporation
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By:
/s/ D. ▇▇▇▇▇
▇▇▇▇▇▇▇
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D
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
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In
the Presence of:
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Seller:
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▇▇▇▇
Invest AG D/B/A
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Enviropark
Global AG
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| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
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▇▇▇▇▇▇
▇▇▇▇▇▇,
Director
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EXHIBIT
A
Licensed
Products
Any product, system, apparatus, method,
or process as described in written materials in existence on the date hereof
describing the Technology and Technical Information, and all similar
products.
Specifically but not limited to, the
following waste processing and material recovery technologies:
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1.
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The
technologies incorporated in and the intellectual property related to the
Enviropark waste: receiving; de-manufacturing; recyclable materials
recovery; gasification feedstock processing and blending; two stage waste
materials gasification; inorganic materials recovery, separation and
processing; organic materials recovery, separation and processing;
secondary processing and product
manufacturing.
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2.
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The technology, intellectual
property, copyright and certification authority relating to the
“EnviroVirgin” recycled materials
designation.
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EXHIBIT
B
Payment
and Compensation Schedule
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1.
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The
Buyer shall pay to Seller a total sum of $1,500,000 by way of delivery to
the Seller or to parties as directed by the Seller, 150,000,000 common
shares of the Buyer.
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