EXHIBIT 10.2
ASSIGNMENT
----------
This Assignment is made, effective as of the 30th day of August, 2002,
by and between EnerNow Technologies, Inc. (f/k/a Inprimis Technologies, Inc.), a
Florida corporation, with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ (the "Assignor"), and Ener1 Technologies, Inc., a Florida corporation,
with offices at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Assignee).
Whereas, the Assignor has entered into that certain License and Royalty
Agreement with Ener1 Group, Inc. (the "Licensor"), executed on January 23, 2002
(a copy of which is attached hereto as Attachment 1, such agreement being
referred to herein as the "License"), which provides for the license from the
Licensor to the Assignor of the "Licensed Technology," as described in Exhibit A
to the License; and
Whereas, the Assignor wishes to assign all of its rights and
obligations in the License to the Assignee; and
Whereas, the terms of the License provide that the Assignor may assign
the License to an affiliate of the Assignor without the Licensor's consent, and
the Assignee is an affiliate of the Assignor.
Now, therefore, in consideration of premises, the mutual covenants and
conditions herein, and for One Dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Assignment. The Assignor hereby assigns to the Assignee the License
and all of the Assignor's rights and obligations thereunder, and the Assignee
hereby accepts such assignment and assumes all of the obligations of the
Assignor under the License.
2. Headings. The section and other headings contained herein are for
convenience or reference only, and are not intended to define, limit, or
describe the scope or intent of any provision of this Agreement.
4. Severability. Except as expressly provided to the contrary elsewhere
in this Agreement, each section, part, term and/or provision of this Agreement
shall be considered severable and shall be construed as independent of any other
section, part, term and/or provision of this Agreement. If, for any reason, all
or any part of any section, part, term and/or provision herein is held invalid,
unenforceable, or in conflict with any applicable law by a court or properly
convened arbitrators having valid jurisdiction in an unappealable final decision
to which the parties to this Agreement may be bound, such shall not impair the
operation of, or have any effect upon, any other section, part, term and/or
provision of this Agreement, which will remain valid and enforceable, and
continue to be given full force and effect and bind the parties hereto, and said
invalid sections, parts, terms and/or provisions shall be deemed limited by
construction in scope and effect to the minimum extent possible to render the
same valid and enforceable.
5. Further Assurances. Except as expressly set forth herein to the
contrary, the parties, without further consideration, hereby covenant and agree
to execute such documents, and to take such further action as may be necessary
to further the purposes of this Agreement and otherwise act in good faith and
deal fairly hereunder.
6. Waivers. No failure by any party hereto to insist upon the strict
performance of any covenant, agreement, term, or condition of this Agreement, or
to exercise any right or remedy consequent upon the breach thereof, shall
constitute a waiver of any such breach or any subsequent breach of such
covenant, agreement, term, or condition. No covenant, agreement, term, or
condition of this Agreement, and no breach thereof, shall be waived, altered or
modified except by written instrument signed by the party to be charged
therewith. No waiver of any breach of any covenant, agreement, term, or
provision of this Agreement shall effect or alter the Agreement, and each and
every covenant, agreement, term, and condition of this Agreement shall continue
in full force and effect.
7. Counterparts. This Agreement may be executed in counterparts, with
each of such counterparts being deemed an original and all such counterparts
constituting a whole.
8. Choice of Law and Forum. This Agreement has been entered into in the
State of Florida, and validity, interpretation, enforcement, and legal effect of
this Agreement shall be governed by the laws of Florida, as it applies to a
contract executed, delivered, and performed solely in such state with respect to
the determination of any claim, dispute, or disagreement that arises out of the
interpretation, performance, or breach of this Agreement. Any such claim,
dispute, or disagreement shall be heard by a court of competent jurisdiction in
the State of Florida, and all parties hereby consent to personal jurisdiction in
the State of Florida for any such claim, dispute, or disagreement, or any
attempt to recover losses, relating to this Agreement.
9. Integration and Modification. This Agreement constitutes the
complete and entire agreement of the parties hereto and supersedes all prior
representations, proposals, discussion, whether oral or in writing. This
Agreement may be modified solely through a written document executed by the
parties to this Agreement, with the same formalities as were used in the
execution of this Agreement. The parties agree that any attempt to modify this
Agreement orally or by conduct shall be ineffective.
10. Fully Enforceable. This Agreement is fully enforceable and there
are no facts or law known to either party that would affect the enforceability
thereof.
Wherefore, the parties have executed this Agreement, effective as of
the date first entered above.
EnerNow Technologies, Inc., f/k/a
Inprimis Technologies, Inc. Ener1 Technologies, Inc.
By: ______________________ By: _______________________
Name: ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: President Title: Vice President
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ATTACHMENT 1
------------
COPY OF LICENSE AND ROYALTY AGREEMENT
BETWEEN ENER1 GROUP, INC. AND INPRIMIS TECHNOLOGIES, INC.
[See attached pages.]
3
ASSIGNMENT
----------
This Assignment is made, effective as of the 30th day of August, 2002,
by and between Ener1 Group, Inc. (f/k/a Ener1 Holdings, Inc.), a Florida
corporation, with offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Assignor"), and Vector Energy Corporation, a
Florida corporation, with offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Assignee).
Whereas, the Assignor has entered into that certain License and Royalty
Agreement with Inprimis Technologies, Inc. (the "Licensee"), executed on January
23, 2002 (a copy of which is attached hereto as Attachment 1, such agreement
being referred to herein as the "License"), which provides for the license from
the Assignee to the Licensee of the "Licensed Technology," as described in
Exhibit A to the License; and
Whereas, the Assignor wishes to assign all of its rights and
obligations in the License to the Assignee; and
Whereas, the terms of the License provide that the Assignor may assign
the License to an affiliate of the Assignor without the Licensee's consent, and
the Assignee is an affiliate of the Assignor.
Now, therefore, in consideration of premises, the mutual covenants and
conditions herein, and for One Dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Assignment. The Assignor hereby assigns to the Assignee the License
and all of the Assignor's rights and obligations thereunder, and the Assignee
hereby accepts such assignment and assumes all of the obligations of the
Assignor under the License.
2. Headings. The section and other headings contained herein are for
convenience or reference only, and are not intended to define, limit, or
describe the scope or intent of any provision of this Agreement.
4. Severability. Except as expressly provided to the contrary elsewhere
in this Agreement, each section, part, term and/or provision of this Agreement
shall be considered severable and shall be construed as independent of any other
section, part, term and/or provision of this Agreement. If, for any reason, all
or any part of any section, part, term and/or provision herein is held invalid,
unenforceable, or in conflict with any applicable law by a court or properly
convened arbitrators having valid jurisdiction in an unappealable final decision
to which the parties to this Agreement may be bound, such shall not impair the
operation of, or have any effect upon, any other section, part, term and/or
provision of this Agreement, which will remain valid and enforceable, and
continue to be given full force and effect and bind the parties hereto, and said
invalid sections, parts, terms and/or provisions shall be deemed limited by
construction in scope and effect to the minimum extent possible to render the
same valid and enforceable.
5. Further Assurances. Except as expressly set forth herein to the
contrary, the parties, without further consideration, hereby covenant and agree
to execute such documents, and to take such further action as may be necessary
to further the purposes of this Agreement and otherwise act in good faith and
deal fairly hereunder.
6. Waivers. No failure by any party hereto to insist upon the strict
performance of any covenant, agreement, term, or condition of this Agreement, or
to exercise any right or remedy consequent upon the breach thereof, shall
constitute a waiver of any such breach or any subsequent breach of such
covenant, agreement, term, or condition. No covenant, agreement, term, or
condition of this Agreement, and no breach thereof, shall be waived, altered or
modified except by written instrument signed by the party to be charged
therewith. No waiver of any breach of any covenant, agreement, term, or
provision of this Agreement shall effect or alter the Agreement, and each and
every covenant, agreement, term, and condition of this Agreement shall continue
in full force and effect.
7. Counterparts. This Agreement may be executed in counterparts, with
each of such counterparts being deemed an original and all such counterparts
constituting a whole.
8. Choice of Law and Forum. This Agreement has been entered into in the
State of Florida, and validity, interpretation, enforcement, and legal effect of
this Agreement shall be governed by the laws of Florida, as it applies to a
contract executed, delivered, and performed solely in such state with respect to
the determination of any claim, dispute, or disagreement that arises out of the
interpretation, performance, or breach of this Agreement. Any such claim,
dispute, or disagreement shall be heard by a court of competent jurisdiction in
the State of Florida, and all parties hereby consent to personal jurisdiction in
the State of Florida for any such claim, dispute, or disagreement, or any
attempt to recover losses, relating to this Agreement.
9. Integration and Modification. This Agreement constitutes the
complete and entire agreement of the parties hereto and supersedes all prior
representations, proposals, discussion, whether oral or in writing. This
Agreement may be modified solely through a written document executed by the
parties to this Agreement, with the same formalities as were used in the
execution of this Agreement. The parties agree that any attempt to modify this
Agreement orally or by conduct shall be ineffective.
10. Fully Enforceable. This Agreement is fully enforceable and there
are no facts or law known to either party that would affect the enforceability
thereof.
Wherefore, the parties have executed this Agreement, effective as of
the date first entered above.
Ener1 Group, Inc. Vector Energy Corporation
By: ______________________ By: _______________________
Name: ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title:President Title: President
2
ATTACHMENT 1
------------
COPY OF LICENSE AND ROYALTY AGREEMENT
BETWEEN ENER1 GROUP, INC. AND INPRIMIS TECHNOLOGIES, INC.
[See attached pages.]
3
