Exhibit 10.1
TECHNOLOGY LICENSE AGREEMENT
THIS TECHNOLOGY LICENSE AGREEMENT (the "Agreement") is made the _day of_,
2007
BETWEEN:
XXXX XXXXXX, an individual, whose registered office is at 000 X.X. Xxxxx Xxxx,
Xxxxxxx, XX 00000 (the "Licensor");
AND
SUSTAINABLE POWER CORP., a company incorporated in Nevada, whose registered
office is at 000 X.X. Xxxxx Xxxx, Xxxxxxx, XX 00000 (the "Licensee");
AND
U.S. SUSTAINABLE ENERGY CORPORATION, a company incorporated in Nevada, whose
registered office is at 000 X.X. Xxxxx Xxxx, Xxxxxxx, XX 00000 (the
"Sub-Licensee").
WHEREAS:
A. The Licensor has developed and is the sole and exclusive owner of the
Intellectual Property Rights in the Technology (as these terms are defined
herein).
B. The Licensee wishes to obtain a license to use the Technology for the
purpose of licensing such to Sub-Licensee.
C. The Licensor is prepared to grant to the Licensee, a non-exclusive,
non-transferable and revocable right and license to the Technology within the
Territory, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements contained herein, the receipt and sufficiency are acknowledged, the
parties hereby agree as follows:
1. DEFINITIONS
"CONFIDENTIAL INFORMATION" Means all information (whether in print, oral,
magnetic, optical or electronic form)
which is expressly marked as confidential or
which is manifestly of a confidential nature or
which is confirmed in writing to be confidential
within thirty (30) days of its disclosure. It
shall include, but shall not be limited to, all
information of the Licensor which relates to:
(a) the subject matter of this Agreement;
(b) the content of the Technology,
including all directions, instructions, manual,
drawings and/or processes (whether in tangible
form or otherwise) provided to the Licensee
arising out of connection with the use of the
Technology or any part thereof.
(c) the personnel, policies, product
plans, designs, costs, finances, marketing
plans, research development or business
strategies of the Licensor; and
(d) the terms upon which the Technology
is being supplied pursuant to this Agreement.
Information shall not be considered confidential
to the extent that it is publicly disclosed
through no fault of the receiving party hereto,
either before or after it becomes known to the
receiving party.
"DOCUMENTATION" Means the operating manuals, guides and other
support materials provided by the
Licensor to the Licensee in either print,
magnetic, optical or electronic form, including
any materials which are designed to assist or
supplement the understanding or application of
the Technology.
"EFFECTIVE DATE" Means the___ day of________2007
"IMPROVEMENTS" Means any and all changes, modifications,
additions, alterations, enhancements, upgrades
and development to the Technology, but shall not
include any part of the Technology or
Documentation, which remains proprietary to the
Licensor.
"INTELLECTUAL PROPERTY RIGHTS" Mean any and all the vested, contingent or
future inventions, innovations, discoveries,
design rights, inventions, innovations,
discoveries, design rights, model rights,
patents, patent applications, trade secrets,
copyrights, codes, technical information and
know-how, including but not limited to any
methods, techniques, processes, discoveries,
inventions, innovations, unpatentable processes,
technical information, specifications, recipes,
formulae, designs, plans documentation,
drawings, data and other technical information,
relating to the Technology, Documentation and
the Licensed Product, registrations of and
applications to register any of the aforesaid
rights, rights in the nature of any of the
aforesaid rights in. any country, rights in the
nature of
unfair competition rights and rights to xxx for
passing off relating to the Technology and
Documentation and any other proprietary
information belonging to the Licensor, whether
solely, jointly or otherwise.
"LICENSE" Means the license granted to the Licensee under
Clause 2.
"LICENSE FEE" Means the fees payable by the Licensee to the
Licensor as set out in Clause 3.1.1.
"LICENSED PRODUCT" Means any end product, in the form of liquid
biofuel, carbon ash, and/or biogas, which was
derived using the Technology.
"PARTIES" Means the Licensor, Licensee, and the Sub-
Licensee collectively and "Party" means either
the Licensor, the Licensee, or the Sub-Licensee
as the context dictates.
"REVENUE" Means any and all revenues received and
receivable by the Licensee, including but not
limited to transaction fees, subscription fees,
and all other revenue sources attributable to
the use of the Technology under this Agreement.
For the purposes of this definition, the Revenue
shall be computed prior to any taxes, refund,
discount, credit or other offset that the
Licensee may deduct from the Revenue.
"SALE PRICE" Means the price quoted and charged by the
Licensee in direct sales to any party of any
part of the Licensed Product, which price shall
be determined at a later date.
"TECHNOLOGY" Means the "Xxxxxx Process", a state-of-the-art
manufacturing technology which uses a highly
efficient process to break down vegetable
feedstock, as the same exists on the Effective
Date and to be licensed to the Licensee under
this Agreement.
"TERM" Means the license duration as stipulated in
Clause 11.1 below.
"TERRITORY" Means worldwide.
1.2 In this Agreement, unless contrary intention appears:
(a) the clause headings ate for ease of reference only and shall not be
relevant to interpretation;
(b) a reference to a clause number is a reference to its subclauses;
(c) words in the singular number include the plural and vice versa;
(d) words importing a gender include any other gender;
(e) a reference to a person includes individuals, bodies corporate and
unincorporated associations and partnerships;
(f) a reference to a clause is a reference to a clause of this Agreement;
(g) the recitals to this Agreement do not form part of the Agreement; and
(h) monetary references are references to the United States currency.
2. LICENSE
2.1 Subject to the Licensee's compliance with the terms and conditions of this
Agreement, the Licensor hereby grants to the Licensee a non-exclusive,
non-transferable, revocable for cause right and license, to use the
Technology solely for the purposes of:
2.1.1. licensing the Technology to the Sub-Licensee to derive the
Licensed Product; and in relation thereto,
2.1.2. obtaining the Licensed Product from the Sub-Licensee once it
has been derived.
2.2 The Licensee agrees and acknowledges that this license transfers to the
Licensee neither title nor interest in the property or Intellectual
Property Rights to the Technology, Licensed Product and Documentation. The
Technology, Licensed Product and Documentation and the Intellectual
Property Rights of whatever nature therein (including any copies,
alterations, modifications or amendments made thereto) are and shall remain
the sole property of the Licensor and the Licensor reserves the right to
grant licenses to use the Technology, Licensed Product and/or Documentation
to third parties.
2.3 All rights not expressly granted herein to the Licensee are reserved to the
Licensor.
3. FEES
3.1. In consideration of the grant of the license herein, the Licensee agrees to
pay the Licensor a non-refundable upfront license fee consisting of One
Hundred Million (100,000,000) restricted shares of the Licensee's common
stock being due and payable on the date of execution of this Agreement.
3.2. No royalty payments shall be due and payable to any party hereunder.
3.3 All Licensed Products derived from the Technology under the supervision of
Sub-Licensee shall be the sole possession of the Licensee for the Term of
this Agreement. Any and all revenues generated from the sale of such
Licensed Products shall belong to the Licensee.
3.4. Time of payment shall be of the essence.
3.5. In the event of any failure to deliver the common stock due to the Licensor
as described in Section 3.1 above, in accordance with the foregoing
clauses, without prejudice to anything else in this Agreement and/or any
other rights which the Licensor may have at law, the Licensor shall have
the right to forthwith suspend or terminate the License hereby granted to
the Licensee.
3.6. Upon termination of the License, the Licensor may repossess any of the
Technology, Documentation and Licensed Product delivered to the Licensee
and/or the Sub-Licensee or made by the Licensee including the Licensed
Product in the control or possession of the Licensee, and the Licensee
and/or Sub-Licensee shall return the Technology, Documentation and License
Product to the Licensor. For such purpose, the Licensor or any one or more
of its agents or authorized representatives shall be entitled at any time
and without notice to enter upon any premises in which the same are or are
reasonably believed by the Licensor to be kept, stored or used.
4. LICENSOR'S OBLIGATIONS
4.1. Upon the execution of this Agreement, the Licensee hereby confirms that the
Licensor has effected full delivery of the Technology and Documentation and
nothing in this Agreement shall be construed as requiring the Licensor to
prepare or deliver to the Licensee the Technology, Documentation or any
further information, documents or data relating thereto or engage in any
technical studies or research or development or any other obligation with
regards to the use and operation of any part of the Technology for and on
behalf of the Licensee.
5. LICENSEE'S AND SUB-LICENSEE'S OBLIGATIONS
5.1. The Licensee and/or Sub-Licensee warrant(s) and undertake(s) that during
the Term or the continuance of the license granted under this Agreement:
5.1.1. the Technology and Documentation shall be used solely by the
Licensee and/or Sub-Licensee and no other third party and only for the
purposes contemplated by Clause 2 of this Agreement;
5.1.2. the Licensee and/or Sub-Licensee shall not take any action
which may impair the Licensor's ownership and exclusive rights to the
Intellectual Property Rights;
5.1.3. the Licensee and/or Sub-Licensee shall use the Technology only
in accordance with the Documentation as prescribed or provided by the
Licensor;
5.1.5. the Licensee and or/Sub-Licensee shall not provide, disclose,
divulge or make available or permit use of the Technology or
Documentation by any third party without the Licensor's prior written
consent (save for the Licensee's/Sub-Licensee's employees and then
only such employees with the need to know);
5.1.6. as to each employee that is provided access to the Technology
and/or the Licensed Product, the Licensee and Sub-Licensee shall
secure the employee's execution of a confidentiality agreement which
provides that the employee may access and/or use the Technology and/or
derive the Licensed Product only under terms and conditions of the
confidentiality agreement, which terms shall be determined by the
Licensee and Sub-Licensee with the approval of die Licensor, and which
shall include, without limitation, express acknowledgement by the
employee of the Licensor's property and rights in the Technology and
the Licensed Product and express provisions prohibiting the employee
to:
5.1.6.1. sub-license, sell, lease, transfer, distribute the
Technology or the Licensed Product in any manner whatsoever to
any third party;
5.1.6.2. make, manufacture, reproduce or replicate the Technology
or the Licensed Product in any manner whatsoever to any third
party;
5.1.6.3. make modifications, additions, alterations,
enhancements, improvements, upgrades or new versions of the
Technology or Licensed Product in any manner whatsoever to any
third party;
5.1.7. the Licensee and/or Sub-Licensee shall effect and maintain
adequate security measures acceptable to the Licensor and Sub-Licensee
to safeguard the Technology from access and misuse by any unauthorized
persons.
5.2. The Sub-Licensee shall be responsible for obtaining all necessary
governmental approvals for the development and production of any Licensed
Product, at the Sub-Licensee's expense, including, where applicable and
without limitation, any safety or feasibility studies. The Sub-Licensee
shall have the sole responsibility for any warning labels, packaging and
instructions as to the use of the Licensed Product and for the quality
control for any Licensed Product.
5.3. To the extent required by applicable laws, if at all, the Sub-Licensee
agrees that the Licensed Product will be manufactured and/or provided in
such countries, subject to such consents as may be required or obtained, if
at all, from the relevant regulatory and/or administration and/or
governmental authorities.
5.4. The Licensee and/or Sub-Licensee shall not use the name, logo or trademarks
of the Licensor or any variation thereof without the Licensor's prior
written consent.
5.5. The Licensee and/or Sub-Licensee agree(s) to register this Agreement with
any foreign governmental agency which requires such registration, and the
Licensee and/or Sub-Licensee shall pay all costs, including legal fees, in
connection therewith. In addition, the
Licensee shall assure that all foreign laws affecting thus Agreement for the
sale of the Licensed Product are satisfied.
5.6. The Licensee and Sub-Licensee shall maintain complete and accurate records
of:
5.6.1. all transactions relating to the Technology and the Licensed
Product;
5.6.2. the Revenue received by the Licensee,
which records the Licensee and Sub-Licensee shall produce to the Licensor
on request from time to time.
5.7. At the end of six (6) months from the Effective Date and thereafter on a
half-yearly basis, the Licensee shall submit or caused to be submitted to
the Licensor accurate and complete sales reports indicating the actual
sales volume for the relevant half-year and individual sale prices. All
sales reports shall be accompanied by copies of sale transaction documents,
including all invoices to end-users of the Licensed Product.
5.9. The Licensee agrees that the Licensor shall, at reasonable intervals, have
the right to appoint an independent auditor to examine the Licensee's
relevant books and records. The cost of such audit conducted shall be borne
by the Licensee.
6. WARRANTY AND LIABILITY
6.1. The Licensor represents and warrants that it has full right and power to
enter into this Agreement.
6.2. The Technology is provided on an "As-Is" basis without any warranty of any
kind, express or implied. The Licensor does not make or give any
representation, warranty or undertakings to the following effect:
6.2.1. that the functions contained in the Technology will meet the
Licensee's specific requirements or that the functions contained in
the Technology or the operation of the Technology will be
uninterrupted or error free or that any defects will be corrected;
6.2.2. that the Technology will be effective or fit for any purpose or
that it is supplied by the Licensor free from any defect or error; or
6.2.3. that the use or sale of the Licensed Product or the use of the
Technology and/or Documentation will not infringe any of the copyright
or other intellectual property rights or any other rights belonging to
or alleged to belong to any third party.
6.3. The express terms of this Agreement are in lieu of all warranties,
conditions, terms, undertakings and obligations implied by statute, common
law, custom, trade usage, course of dealing or otherwise, all of which are
hereby excluded to the fullest extent permitted by law.
6.4. The Licensor shall not be liable to the Licensee, Sub-Licensee or any third
party for any special, indirect, incidental, compensatory, punitive,
consequential, exemplary or any other damages whatsoever (mcluding, without
limitation, damages for loss of profits or revenues, business interruption,
loss of data, loss of business information, other pecuniary loss and costs
of legal expense) in connection with this Agreement and, without
limitation, the use or performance of the Technology.
6.5. The total and cumulative liability of the Licensor to the Licensee for any
claims or damages under this Agreement, whether arising out of contract,
tort or any other cause of action, shall be limited to direct damages and
shall in no event exceed the sums paid by the Licensee to the Licensor
under this Agreement in the last twelve (12) months prior to the event
giving rise to the claim.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. The Licensee and/or Sub-Licensee shall have no right to apply for
registration of any of the Intellectual Property Rights anywhere in the
world and the Licensee and/or Sub-Licensee shall at no time challenge the
validity and the Licensor's ownership of the same.
7.2. Interest and tide to all Improvements carried out by the Licensee (the
"Licensee's Improvements") and/or Sub-Licensee (the "Sub-Licensee's
Improvements"), if any, shall be the subject-matter of intellectual
property and shall vest solely and exclusively in the Licensor.
7.3. Licensee and/or Sub-Licensee shall report in writing to the Licensor the
details of any and all Improvements carried out by the Licensee and/or
Sub-Licensee and shall produce to the Licensor such written reports one
month after the Effective Date and thereafter on the first day of every
month thereafter, without demand. The Licensor shall be entitled at any
time to be availed of further details of any such report furnished,
including any record or document in support thereof.
7.4. Notwithstanding anything to the contrary, nothing in this Agreement shall
be construed as according to the Licensee and/or Sub-Licensee any right
whatsoever to customize, adapt alter or make any changes to the Technology.
7.5. For the avoidance of doubt, the Licensee and/or Sub-Licensee shall not be
entitled to, and the Licensor shall not be obliged to provide, any
Improvements, or any upgrade, development or improvement to the Technology
and/or Licensed Product.
8. CONFIDENTIALITY
8.1. The Parties agree that during the Term of this Agreement and for a period
of five (5) years after this Agreement expires or is terminated (as the
case may be), a party receiving Confidential Information of the other party
will continue:
8.1.1. to maintain in confidence such Confidential Information to the
same, extent such party maintains its own proprietary and confidential
information;
8.1.2. not to disclose such Confidential Information to any third
party without prior written consent of the other party;
8.1.3. not to use such Confidential Information for any purpose except
those permitted by this Agreement; and
8.1.4 not to directly or indirectly own or operate, advise or consult,
or engage or participate in, any business that is producing or selling
any product or products similar to or competitive with the Technology
8.2. Provided that where the Licensor is the party receiving Confidential
Information, the Licensor may disclose all or part of that Confidential
Information to its affiliates and associates on the basis that such
affiliates and associates shall also observe and be bound by the provisions
of this Agreement. For the purpose of this Agreement, the affiliates and
associates of the Licensor shall include the Licensor's related
corporations, any funding agency, its employees and professional and legal
advisors.
8.3. Notwithstanding any other provision in this Agreement and for the avoidance
of doubt, the Licensor shall be entitled to disclose to any third parties
the fact of this Agreement and the Licensor's ownership of the Intellectual
Property Rights and such disclosure may be for any purpose whatsoever.
9. INDEMNITY
9.1. The Licensee and/or Sub-Licensee shall indemnify and hold the Licensor
harmless from and against any and all costs, losses, liabilities and
expenses (including legal costs on a full indemnity basis) in connection
with or arising out of:
9.1.1. any breach of the Licensee and/or Sub-Licensee's obligations in
this Agreement, including without limitation, any breach of warranties
herein, or any third party claim, action or allegation brought about
against the Licensor related to the Licensee and/or Sub-Licensee's use
or misuse of the Technology, or the Licensed Product or Documentation
or any Intellectual Property Rights, or any dispute between the
Licensee, Sub-Licensee and any third party; or
9.1.2. any act or omission or default by the Licensee and Sub-Licensee
or its agents, employees and contractors pursuant to this Agreement.
9.2. The Parties acknowledge that the Intellectual Property Rights, Technology
and the Licensed Product or Documentation are unique and valuable assets of
the Licensor and that any unauthorized use, alteration, modification,
reproduction, disclosure or transfer of such assets will result in
irreparable injury to the Licensor for which monetary damages alone will
not be an adequate remedy. Therefore, in addition to any other remedies
available to the Licensor under this Agreement or otherwise, the Parties
agree that any unauthorized use, alteration, modification, reproduction,
disclosure or transfer of the Intellectual Property Rights, Technology, or
the Licensed Product or Documentation will entitle the Licensor to any and
all available equitable remedies against the Licensee and/or Sub-Licensee,
including injunctive relief.
10. INFRINGEMENT ACTIONS
10.1. If any claim is made or threatened against the Licensee and/or
Sub-Licensee by any third party that the exercise by the Licensee and/or
Sub-Licensee of any rights granted under this Agreement by the Licensor
infringes any intellectual property rights of any other person, the
Licensee and/or Sub-Licensee shall fully notify the Licensor as soon as it
becomes aware of the claim or threatened claim.
10.2. The Licensor shall be given full control of any proceedings or
negotiations in connection with the claim and shall be exclusively entitled
to appoint and instruct legal advisors and counsel in connection with any
such proceedings or negotiations and to determine the forum for any such
proceedings.
10.3. The Licensee and/or Sub-Licensee shall, at its own costs, give the
Licensor all reasonable assistance for the purpose of any such proceedings
or negotiations.
10.4. The Licensee and/or Sub-Licensee shall not pay or accept any such claim,
or compromise any such proceedings without the written consent of the
Licensor.
10.5. The Licensor shall be entitled to require the Licensee and/or Sub-Licensee
to take such steps as the Licensor may reasonable require to mitigate or
reduce any loss or damage.
10.6. The Licensee and/or Sub-Licensee shall permit any action to be brought in
its name if required by law.
10.7. The Licensor shall have no liability to the Licensee and/or Sub-Licensee
in respect of any claim for infringement of any intellectual property
rights which is based on the use of or any other dealing in any of the
Intellectual Property Rights otherwise than in accordance with this
Agreement.
11. TERM AND TERMINATION
11.1. This Agreement shall last for a period of fifty (50) years from the
Effective Date.
11.2. The Parties agree to review the commercial viability of the License
granted under this Agreement at the end of two years from the Effective
Date and may (but shall not be obliged to) vary, by mutual agreement in
writing, the terms and conditions herein, including extending the term of
this Agreement for a further period of fifty (50) years. Unless varied as
aforesaid, this Agreement and its terms and conditions shall continue to
apply for the balance of the Term.
11.3. This Agreement may be terminated:
11.3.1. without cause, by the Licensor's giving not less than sixty
(60) days' written notice to the Licensee and/or Sub-Licensee;
11.3.2. forthwith by either party if the other commits any breach of
any term of this Agreement and which (in the case of a breach capable
of being remedied) is not remedied within fourteen (14) days of a
written request to remedy the same.
11.4. Any termination of this Agreement howsoever occasioned shall be without
prejudice to any other rights or remedies a party may be entitled to
hereunder or at law and shall not affect any accrued rights or liabilities
of any party nor the coming into or continuance in force of any provision
hereof which is expressly or by implication intended to come into or
continue in force on or after such termination.
11.5. Upon expiration or any termination of this Agreement (howsoever
occasioned):
11.5.1. the Licensee and/or Sub-Licensee's rights to use the Technology,
Licensed Product and Documentation and all other rights as set forth in
this Agreement shall cease with immediate effect; and
11.5.2. the Licensee and/or Sub-Licensee shall within fourteen (14)
days deliver up, at its own cost and expense, to the Licensor the
Technology, the Licensed Product and Documentation; and
11.5.3. the Licensee and/or Sub-Licensee shall not use, have used,
make, have made, sell, have sold and lease, sell or otherwise apply
any technology which are similar to the Technology except through a
license of the Technology to be granted by the Licensor on terms and
conditions to be agreed in writing between the Licensor, Licensee and
the Sub-Licensee.
12. GENERAL PROVISIONS
12.1. The relationship between the Licensor, Licensee and Sub-Licensee is that
of independent contractors. The Licensor, Licensee and Sub-Licensee are not
joint venturers, partners, principal and agent, master and servant,
employer or employee, and have no other relationship other than independent
contracting parties. The Licensor, Licensee, and Sub-Licensee shall have no
power to bind or obligate each other in any manner, other than as is
expressly set forth in this Agreement.
12.2. Neither this Agreement nor any rights granted hereunder may be assigned or
transferred by the Licensee and/or Sub-Licensee without the prior written
consent of the Licensor, which consent shall not be unreasonably withheld.
12.3. This Agreement sets forth the entire agreement and understanding between
the parties as to the subject matter hereof. There shall be no amendments
or modifications to this Agreement, except by a written document which is
signed by all parties.
12.4. The headings for each article and section in this Agreement have been
inserted for convenience of reference only and are not intended to limit or
expand on the meaning of the language contained in the particular article
or section.
12.5. Should any one or more of the provisions of this Agreement be held invalid
or unenforceable by a court of competent jurisdiction, it shall be
considered severed from this Agreement and shall not serve to invalidate
the remaining provisions thereof. The Parties shall make a good faith
effort to replace any invalid or unenforceable provision with a valid and
enforceable one such that the objectives contemplated by them when entering
this Agreement may be realized.
12.6. This Agreement shall be construed and enforced in accordance with the laws
of Nevada.
12.7. Except as provided in section 9.2 of this Agreement, any and all disputes
arising out of or in connection with this Agreement including any question
regarding its existence, validity or termination, shall be referred to
arbitration in the State of Nevada. The arbitrator's decision shall be
final and binding upon the parties and shall provide the sole and exclusive
remedies of the parties. Any judgment upon the award so rendered may be
entered in any court having jurisdiction or application may be made to such
court for a judicial acceptance of the award or orders of enforcement. The
commencement of any arbitration proceedings under this Clause shall in no
way affect the continual performance of the obligations relates to the
subject matter of such proceedings.
12.8. Any delay in enforcing a party's rights under this Agreement or any waiver
as to a particular default or other matter shall not constitute a waiver of
such party's rights to the future enforcement of its rights under this
Agreement, excepting only as to an express written and signed waiver as to
a particular matter for a particular period of time.
12.9. Any notices required by this Agreement shall be in writing, shall
specifically refer to this Agreement and shall be sent by registered or
certified mail, return receipt requested, postage prepaid, or by overnight
courier and shall be forwarded to the respective addresses set forth below
unless subsequently changed by written notice to the other Parties.
For the Licensor: MR. XXXX XXXXXX
000 X.X. Xxxxx Xxxx
Xxxxxxx, XX 00000
Phone: 000 000-0000
Fax: 000 000-0000
For the Licensee: SUSTAINABLE POWER CORP.
XX. XXXXXX XXXXX, PRESIDENT
000 X.X. Xxxxx Xxxx
Xxxxxxx, XX 00000
Phone: 000 000-0000
Fax: 000 000-0000
FOR THE SUB-LICENSEE: U.S. SUSTAINABLE ENERGY CORPORATION
XX. XXXX XXXXXXX, PRESIDENT
000 X.X. Xxxxx Xxxx
Xxxxxxx, XX 00000
Phone: 000 000-0000
Fax: 000 000-0000
Notice shall be deemed delivered upon the earlier of (i) when received,
(ii) three (3) days after deposit into the mail or (iii) the day
immediately following delivery to overnight courier (except Sunday and
holidays).
12.11. If, at any time after the date of this Agreement the functions and
operations of the Licensee and/or Sub-Licensee are assigned, merged,
transferred into or otherwise form part of another organization (the "New
Entity"), such that the New Entity takes over the whole or substantially
the whole of the Licensor and/or Sub-Licensee's operations, then it is
agreed that this Agreement may, at the option of the Licensor, be novated
to the New Entity which will then assume all of the Licensor and/or
Sub-Licensee's rights and obligations hereunder. It is further agreed that
the Licensee and/or Sub-Licensee may assign all or any part of its rights
hereunder to the New Entity for no consideration.
IN WITNESS WHEREOF THIS AGREEMENT HAS BEEN DATED AS OF THE DAY AND YEAR
FIRST SET FORTH ABOVE.
For and on behalf of the Licensor:
XXXX XXXXXX WITNESS
\s\ Xxxx Xxxxxx \s\ Xxxxxx Xxxxx
--------------- ----------------
Xxxx Xxxxxx
For and on behalf of the Licensee:
SUSTAINABLE POWER CORP. WITNESS
\s\ Xxxxxx Xxxxx \s\ Xxxx Xxxxxxxx
---------------- -----------------
Xxxxxx Xxxxx
Chief Operating Officer
For and on behalf of the Sub-Licensee:
U.S. SUSTAINABLE ENERGY CORPORATION WITNESS
\s\ Xxxxxx Xxxxx \s\ Xxxx X. Xxx
---------------- ---------------
Xxxxxx Xxxxx
V.P. Operations/COO
