LICENSE AGREEMENT
THIS AGREEMENT is made and entered into this the 25th day of August,
2009, by and between MOMENTUM BIOFUELS, INC. ("Licensor"), a Texas corporation,
with offices located at 0000 Xxx Xxxx Xxxxx, Xxxxxxxx, Xxxxx 00000 and XXXX
GLOBAL RESOURCES, INC. ("Licensee"), a Texas corporation, with offices located
at Waterway Plaza Two, Suite 325, 00000 Xxxxxxxx Xxxxxx Xxxxx, Xxx Xxxxxxxxx,
Xxxxx 00000.
WITNESSETH
WHEREAS, Licensor has invented and owns certain processes, techniques
and formulas that combine to create a unique method of producing bio-fuels and
derivative products, which combined shall be referred to herein as "Intellectual
Property", or "IP", all of which Licensor represents that it has good and
marketable title after assumption of its obligations regarding title to the same
by Licensee; and
WHEREAS, Licensee wishes to acquire the right to use the said
Intellectual Property for commercial purposes;
NOW THERFORE, the parties hereto have agreed as follows:
1. Licensor hereby conveys to Licensee the exclusive right to use,
improve, sub-license and commercialize the Intellectual Property described
herein for a period of ten (10) years from the date hereof for and in
consideration of the agreements, terms, conditions, compensation and obligations
contained in this License Agreement.
2. As consideration for the License herein granted, Licensee agrees to
pay to Licensor a royalty equal to three percent (3%) of the gross and collected
revenue for all bio-diesel and related products produced by the Licensee and
three percent (3%) of the gross revenue collected by the Licensee from the
"Commercial Sand" business of Licensee, as described in Licensee's business
plan, a copy of which is attached hereto, during the term hereof. The royalties
described in this paragraph shall be paid (quarterly on the first month after
the end of each calendar quarter, or monthly at the end of the month following
each month during the term hereof), during the term of this License and for any
period necessary to complete the payment of sums due, but not determined at the
time of termination of this License.
3. Licensor agrees to cooperate with Licensee so that Licensee may
enjoy to the fullest extent possible, all of the rights to the Intellectual
Property. This cooperation includes the obligation on the part of Licensor to
promptly execute any and all papers that Licensee deems necessary or desirable
to perfect the rights assigned. Licensor further warrants and represents that it
has not entered into any assignment, contract or understanding in conflict with
this agreement, except as may be set forth in that one certain Agreement of even
date herewith.
4. This Agreement and all Exhibits attached hereto constitute the
entire agreement between the parties with respect to the subject matter hereof
and supersede all prior written or oral agreements or understandings between the
parties relating thereto. The terms and provisions of this Agreement may be
modified or amended only by a written instrument executed by each of the parties
hereto.
5. In the event that any term or provision of this Agreement is found
to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining terms and provisions hereof shall not be in any
way affected or impaired thereby, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision has never been contained
therein.
6. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
7. All notices and other communications hereunder shall be in writing
and shall be given by delivery in person or certified mail RRR at the addresses
set forth hereinabove, with copy to Xxxxxxx Xxxxxxx, Attorney at Law 0000
Xxxxxxx Xx. Xxxxxx, Xxxxxx, Xx. 00000 for notices to Momentum and to Xxxxxxx
Xxxxxxxxx, Attorney at Law, 000 Xxxxx Xxxx Xxxx, Xxxxx 000, Xxxxxxx XX for
notices to Xxxx.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
the duly authorized officer whose signature appears below to be effective as of
the date hereinabove written.
MOMENTUM BIOFUELS, INC. XXXX GLOBAL RESOURCES, INC.
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CEO CEO
