RESEARCH DEVELOPMENT & CONSULTING AGREEMENT
WITH LICENSE ANNEXED
NanoSignal Corporation, a Nevada corporation having offices at West Sahara,
Xxxxx 000, Xxx Xxxxx, XX ("Company"), agrees to fund research to be performed by
the Xxxxxxx X. Xxxxxxx, an individual Inventor, with offices at 00000-0 Xxxxxx
Xxxx Xxxx, Xxxxxxx, XX 00000 ("Inventor); Company and Inventor agree to the
following terms and conditions:
Research Project
1. The research project (the "Project") shall be performed under the direction
of the Inventor and conducted in substantial accordance with the proposal
entitled "MEDICAL WASTE REMEDIATION PROCESS 2004 WITH ZERO ENVIRONMENTAL
IMPACT" previously submitted to Company and attached hereto as Exhibit "A".
2. The Project shall begin on March 10, 2004 and end on March 10, 2005 at
12:01 a.m. Las Vegas time, unless otherwise extended or terminated by the
parties, pursuant to Section 16, below.
Payment
3. In support of the Project, the Company shall pay to Inventor the sum of
10,000,000 S-8 shares of common stock and 10,000,000 shares of common stock
issued under Rule 144, which shares shall be due and payable upon execution
of this Agreement.
4. Written monthly progress reports shall be required.
Inventor Obligations
5. Inventor shall make progress reports to Company on at least a monthly
basis. Reports must be written, and in the form as agreed upon by the
Inventor and Company. Final results of the Project will be delivered in the
form of a written report, which shall identify the methods used and the
results obtained, including any discoveries made or innovations developed
during the course of the Project.
Parties Obligations
6. Inventor and Company agree to use reasonable care to avoid the unauthorized
disclosure of information which one or both parties consider to be
confidential. "Confidential Information" shall be presented in written or
tangible form (or reduced to such form within thirty [30] days) and clearly
identified in writing as "confidential" at the time of disclosure.
Confidential Information shall not include information which (a) was in the
receiving party's possession prior to receipt of the disclosed information;
(b) is or becomes a matter of public knowledge through no fault of the
receiving party; (c) is received from a third party without a duty of
confidentiality; (d) is independently developed by the receiving party; (e)
is disclosed under operation of law, provided that the disclosing party is
provided reasonable notice and opportunity to contest the need for such
disclosure, or to seek a protective order therefor. It is understood that
the Inventor is subject to both federal and Nevada State law and
regulations regarding the management of Confidential Information.
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Publication
7. INVENTOR reserves the right to publish the results of research undertaken
by Inventor and his personnel. However, Inventor shall provide Company with
a copy of any proposed publication resulting from the Project at least
thirty (30) days prior to submission for publication. Inventor shall, upon
Company's request, delete or otherwise prevent the disclosure of
Confidential Information identified by Company during the course of its
review. In the event Company desires to delay publication, Company shall
make its request to Inventor in writing, identifying the specific
information or materials of concern and explaining the reasons why the
delay is warranted. Delays shall be made at Inventor's discretion and shall
not exceed ninety (90) days.
Intellectual Property
8. Rights and title to intellectual property intellectual property created or
developed in the course of the Project shall be licensed as follows:
intellectual property created by the Inventor shall be licensed to Company
per the annexed Grant of License in Exhibit "B. Inventor agrees to disclose
to the Company any invention or discovery resulting from the Project and to
notify the Company of its decisions regarding the desirability of applying
for patents to intellectually property resulting from the Project.
9. Company and Inventor shall each retain the right to use any and all
intellectual property produced or developed during the course of the term
subject to patent protection, copyright, or trademark protection, and/or
technical data and computer software outside the scope of Confidential
Information, may be used by either party for any purposes it may deem
appropriate; provided, however, that Company shall consider any invention
or discovery resulting from this Agreement to be subject to patent
protection until such time as the Inventor notifies Company, in writing, of
its decision not to file a patent application on such invention or
discovery.
10. Neither Inventor nor Company shall obtain any rights, title or license,
either express or implied, to the other party's pre-existing intellectual
property by virtue of their performance under this agreement.
11. Neither party gains rights to the other party's intellectual property
developed outside the statement of work of this research, nor does either
party have any obligation to grant rights to intellectual property created
or developed in the course of the Project beyond those rights outlined in
Section 9 above.
Risk Management
12. The research results are preliminary and experimental in nature. Inventor
makes no representations and extends no warranties of any kind, either
express or implied, with regard to research results.
13. To the extent allowed by law, each party to this Agreement agrees to
defend, indemnify and hold harmless the other parties from injuries,
damages and loss arising from the negligent acts and omissions of its
employees, officers and agents under this agreement.
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Use of Names
14. Inventor and Company agree not to use the name, trademark, or other
identifier of the other parties hereto for any advertising, promotion,
publicity, or commercially related purposes except with advance written
approval of that party, except as may be required by law.
Assignment
15. No party may transfer or assign its rights or obligations under this
Agreement without the written consent of the other party. This Agreement
shall inure to the benefit of and be binding upon each of the parties
hereto and their respective permitted successors and assigns.
Amendments & Termination
16. Amendments to this agreement must be in writing and be signed by authorized
representatives of each party hereto. Either party may terminate this
agreement with thirty (30) days' written notice provided to the individuals
set forth in Section 16 below.
Notices
17. Correspondence regarding the Project shall be directed as follows:
IF TO INVENTOR: IF TO COMPANY:
Contractual Matters & Technical Matters Contractual Matter & Technical Matters
Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxx, CEO
00000-0 Xxxxxx Xxxx Xxxx NanoSignal Corp.
Midland, GA 31820 Sahara
Las Vegas, NV
18. If any of the provisions of this agreement shall be determined to be
illegal or unenforceable by a court of competent jurisdiction, the other
provisions shall remain in full force and effect.
19. The rights and obligations of the parties under this agreement shall be
governed by and construed in accordance with the laws of the State of
Nevada without regard to choice of law principles. Company hereby accepts
the venue and jurisdiction of the United States District Court for the
Southern District of Nevada, Las Vegas, NV or Xxxxx County Circuit Court,
Eighth Judicial District.
NOW, THEREFORE, agreement to the terms stated above is indicated by signatures
affixed below.
XXXXXXX X. XXXXXXX, INVENTOR NANOSIGNAL CORP.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
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Date 3-11-04 Date 3-11-04
Read and Agreed
By _______________________
_______________________ (printed name)
Date March __, 2004
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EXHIBIT A: PROPOSAL OF XXXXXXX X. XXXXXXX, INVENTOR
[omitted]
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