ASSIGNMENT AGREEMENT
Exhibit 10.1
ASSIGNMENT AGREEMENT (THE “AGREEMENT”) entered into to be effective as of this
26th day of June 2008
(the “Effective Date”).
BY AND BETWEEN:
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GLOBAL CLEAN ENERGY INC., an entity duly incorporated
according to law having its head office at 0000 X. Xxxxxx
Xx. #000, Xxxxxx, Xxxxxxxx 00000; |
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(hereinafter referred to as the “COMPANY”) |
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AND:
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XXXXXX XXXXXX, domiciled and residing at 00 Xxxxxxxx,
Xxxxxxx-Xxx-Xxxxxxx, Xxxxxx, X0X 0X0. |
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(hereinafter referred to as the “CONSULTANT”) |
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(collectively referred to as the “Parties”) |
WHEREAS on November 25, 2007 the Parties entered into a Memorandum of Agreement (the
“Memorandum”) pursuant to which the Consultant was to assist the Company in the consulting, design,
development, construction, testing, implementation and patenting of certain aquatic pump technology
(the “Technology”) to be owned and used by the Company;
WHEREAS CONSULTANT has assisted the Company with the design, construction and testing of the
Technology, and a patent application for the Technology has been submitted to the U.S. Patent and
Trademark Office and is currently pending; and
WHEREAS in accordance with the terms of the Memorandum, the CONSULTANT wishes to assign to the
Company any and all of the CONSULTANT’s rights, title and interests in and to the Technology
(including any patents, patent reissues, continuations-in-part, revisions, extensions and
re-examinations thereof), all related documentation, including, without limitation, all related
copyrights, if any, and the exclusive right to enforce the patents in the United States and
throughout the world in the sole name of the Company, including all rights to profits and damages
by reason of past infringement by any party or parties, including the rights to xxx and collect the
same for the Company and the Company’s successors and assigns’ own use and benefit, free and clear
of any and all liens, encumbrances or third party claims (all of these rights collectively, the
“Proprietary Rights”), and the COMPANY wishes to acquire any and all of CONSULTANT’S rights to the
Proprietary Rights.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. CONSULTANT represents and warrants that: (i) CONSULTANT solely owns the Proprietary Rights,
and has all rights necessary to assign the Proprietary Rights pursuant to this Agreement; (ii) the
Proprietary Rights are free of any liens or encumbrances; (iii) no licenses to, leases of, or
rights to use the Proprietary Rights or the Technology have been granted to any third party; and
(iv) to the best of his knowledge, CONSULTANT believes that the Technology does not infringe or
misappropriate the intellectual property rights of any third party;
2. CONSULTANT hereby assigns all of the Proprietary Rights to the Company, and as
consideration for CONSULTANT’S assignment of all of the Proprietary Rights, the COMPANY will issue
to CONSULTANT 300,000 restricted shares of the COMPANY’S $0.001 par value common stock, with each
share of common stock to be valued at ONE DOLLAR AND FIFTY CENTS ($1.50) (U.S.) per share;
3. Any and all expenses incurred by CONSULTANT for the design, development, construction,
testing, implementation and patenting of the Technology, which are estimated to be approximately
$3,200 as June 25, 2008, shall be reimbursed by the COMPANY upon the presentation of the invoices
detailing such expenses;
4. Upon the assignment of all the Proprietary Rights to the COMPANY, the Proprietary Rights
will become the COMPANY’S “Proprietary/Confidential Information” as defined in the June 1, 2007
Nondisclosure Agreement (the “NDA”) by and between the CONSULTANT and the COMPANY, and the
Proprietary Rights will be subject to the terms of the NDA;
5. CONSULTANT understands and agrees that the Company shall cause the legend set forth below
or a legend substantially equivalent thereto, to be placed upon any certificate(s) evidencing
ownership of the shares of common stock to be issued to CONSULTANT together with any other legends
that may be required by state or federal securities laws:
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS
DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION
OF THE COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY, INCLUDING AN
OPINION OF SELLER’S COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY.”
This Assignment Agreement is entered into on the respective dates set forth below to be effective
as of the Effective Date.
| XXXXXX XXXXXX, INDIVIDUALLY | GLOBAL CLEAN ENERGY INC. | |||||
| /s/ Xxxxxx Xxxxxx | /s/ Xxxxxxx X. Xxxxxxx | |||||
| Xxxxxx Xxxxxx, Individually | By: | Xxxxxxx X. Xxxxxxx | ||||
Date:
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June 26, 2008 | Title: | Chief Financial Officer | |||
| Date: | June 26, 2008 | |||||
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