Exhibit 10.1
ASSIGNMENT
(LICENSE AGREEMENT)
THIS ASSIGNMENT ("Assignment") is made and entered into this 16th day
of March, 2006, by and between CLEAN WATER TECHNOLOGIES, INC., a Delaware
corporation ("Assignor"), and WATER TECHNOLOGY PARTNERS LLC, a Florida limited
liability company ("Assignee").
W I T N E S S E T H
WHEREAS, Assignor was granted and owns an exclusive license to use and
market certain technology developed by the University of South Florida known as
a method for removing arsenic species from an aqueous liquid using modified
zeolite material as disclosed in U.S. patent applications 60/036, 704 and
90/016, 126 by inventor Xx. Xxxxxx Xxxxxx, pursuant to a License Agreement
between Assignor and University of South Florida Research Foundation, Inc.
("USF") dated January, 1999 (the "License Agreement"), a copy of which is
attached hereto as Exhibit A, and
WHEREAS, Assignor possesses all right, title and interest in and to the
License Agreement, and desires to sell, assign, and transfer the License
Agreement to Assignee, and Assignee desires to accept said sale, assignment and
transfer upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
convents contained herein, the parties hereto agree as follows:
1. ASSIGNMENT. For $1.00 and other good consideration, receipt of which
is hereby acknowledged, Assignor hereby sells, assigns and transfers to
Assignee, and Assignee hereby purchases and accepts, any and all of Assignor's
right, title and interest in and to the License Agreement. The foregoing sale,
assignment and transfer is made without any recourse whatsoever to Assignor and
without any representations and warranties expressed or implied of any nature
whatsoever.
2. ASSUMPTION AND INDEMNIFICATION. Assignee agrees to assume and
faithfully observe and perform all of Assignor's covenants, agreements and
obligations under the License Agreement. Assignee further agrees to indemnify
and save Assignor harmless from any and all claims, demands, actions, causes of
action, suits, proceedings, damages, liabilities and
costs and expenses of every nature whatsoever arising from the License Agreement
on or after the date hereof.
3. ACKNOWLEDGMENTS. Assignee acknowledges that the License Agreement is
in full force and effect, that Assignor is not in default under or breach of the
License Agreement and has performed any and all of its obligations thereunder
through the date hereof, and that Assignor has the right to assign the License
Agreement.
4. CONSENT OF USF. Assignor and Assignee recognize and acknowledge that
the assignment of the License Agreement hereunder may require the consent and
approval of USF. In such event, Assignee will use its best efforts to obtain
such consent and approval and to cause USF to execute the Consent to Assignment
set forth below; provided, however, the failure to obtain such consent shall not
affect in any manner the rights and responsibilities of Assignor and Assignee
under this Assignment.
5. MODIFICATION OF LICENSE AGREEMENT. Assignee agrees that, at all
times while Assignor is a party to the License Agreement, Assignee shall not
change, modify, or amend the License Agreement.
6. ASSIGNABILITY. Assignee may sell, assign, transfer or otherwise
convey any of its rights or delegate any of its duties under this Assignment
without the consent of Assignor.
7. AMENDMENT. This Assignment may be amended only by a written
instrument duly executed by both parties hereto.
8. BINDING EFFECT. This Assignment shall be binding upon the successors and
assigns of the parties. The parties shall execute and deliver such further and
additional instruments, agreements, and other documents as may be necessary to
carry out the provisions of this Assignment.
9. GOVERNING LAW. This Assignment shall be governed by and construed
and enforced in accordance with the laws of the State of Florida.
10. ENTIRE AGREEMENT. This Assignment supersedes all previous contracts and
understandings and constitutes the entire agreement between the parties. No oral
statements or prior writings not specifically incorporated herein shall be of
any
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force and effect and no changes in or additions to this Agreement shall be
recognized unless incorporated herein by amendment as provided herein.
11. EFFECTIVENESS. The effectiveness of this Assignment shall be subject to
and commence upon approval of the shareholders of Assignor of this Assignment
and the transactions contemplated herein.
12. COUNTERPARTS. The parties hereto may execute this Assignment in
counterparts, each of which, when executed and delivered by the parties hereto,
shall have the force and effect of an original. All such counterparts shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
the day and year first above written.
WITNESS: CLEAN WATER TECHNOLOGIES, INC.,
a Delaware corporation
________________________ By: /s/ XXXXXXX XXXXXXXXX
------------------------
As: Chief Executive Officer
WATER TECHNOLOGY PARTNERS LLC,
a Florida limited liability
company
________________________ By: /s/ XXXXXX X. XXXXX
-------------------
As: President
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