EXHIBIT 1
SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
This Agreement is made this 24th day of May 1999, by and between: Sub-Surface
Waste Management, Inc., a Nevada corporation, 0000-X Xxxxxxxxxx Xxxxx, Xxxxxxxx,
XX 00000 hereinafter referred to as "Licensor", and Builders Referral, Inc.,
00000 XxxXxxxxx Xxxx., Xxxxx 000, Xxxxxx, XX 00000, hereinafter referred to as
"Licensee".
WHEREAS, Licensor holds the Exclusive United States Distribution License to
the Patents, Technical information and all related marketing rights and know-how
necessary for the sale and sublicense of bioremediation products and related
Bio-Raptor(TM) equipment, microbial blends, services, and processes;
WHEREAS, Licensee desires to acquire the right to use the Products,
Technical information and the Licensor's Trademarks and to receive technical
assistance from Licensor for the marketing and sale of the Products, to the
Specified Market, in the Territory, and Licensor is willing to grant such right
to Licensee;
NOW, THEREFORE, to effect the above purpose, and in consideration of the
mutual covenants and premises set forth herein, Licensor and Licensee hereby
agree as follows:
1.0 DEFINITIONS:
The terms defined in this Section shall, for all purposes of the Agreement,
except where the context clearly requires otherwise or except as otherwise
indicated, have the meaning specified below:
1.1 "Product(s)" shall mean the know-how, services, Bioremediation Product Line
and use licenses; specifications of that are set forth in Exhibit "A" attached
hereto.
1.2 "Technical Information" shall mean the Proprietary information, technical
data, processes, and specifications including application data, and training and
operations manuals, associated with the marketing, sale and installation of the
Product.
1.3 "Territory" shall mean the area more further described in Exhibit "B"
attached hereto.
1.4 "Licensor's Trademarks" shall mean the trademarks as licensed or used by
Licensor on or in connection with the Products, which Trademarks are shown in
Exhibit "C".
1.5 The Term "Specified Market" shall mean the market more fully described in
Exhibit "D" attached hereto.
1.6 "Biological Product Line" and the term "microbial blends" shall mean all
Sub-Surface Waste Management, Inc. biological products (REMEDILINE(TM)) having
utility for hydrocarbon bioremediation as applied to the Bio-Raptor(TM)
applications, including, but not limited to, the specific products listed in
Exhibit "A".
1.7 "Effective Date" shall mean the date on which this Agreement is executed.
1.8 The "Term" of this Agreement shall be three (3) years, commencing on the
Effective Date unless sooner terminated by the Licensor or Licensee in
accordance with the provisions herein.
1.9 "Patents" shall mean the bioremediation patents which are licensed,
registered or applied for by the Licensor or issued or assigned to the Licensor
during the Term of the Agreement, including current and future bioremediation
patents which have been or may be applied for or granted to Licensors, and
including but not limited to those patents listed in Exhibit "E".
SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
2.0 LICENSE GRANT:
2.1 Licensor hereby grants to Licensee a non-exclusive right and license to use
the Technical Information and the non-exclusive right to market and sell the
Products, for the Specified Market, within the Territory, during the Term of
this Agreement. The right and license granted under this Agreement may not be
sublicensed, transferred or assigned by Licensee. Licensor shall not set up
another Licensee in the Specified Market, in the Territory as long as the terms
of paragraph 2.5 are met and, in addition, the Licensee shall have achieved
Gross Revenues of one-half, or more, of the Minimum Annual Sales Quota within
the first six months of each measured year as specified in paragraph 6.2.
2.2 Licensor hereby grants to Licensee a non-exclusive right and license to use
the Licensor's Trademarks or names in the United States. Licensee may not use
names or marks other than the Licensor's Trademarks in connection with the
Products licensed in this Agreement.
2.3 Licensor reserves the right to license additional licensee's for different
Specific Markets within the same Territory as covered by this License Agreement.
2.4. During the term of the Agreement, Licensee shall not export, distribute, or
sell the Product outside the United States directly or indirectly by any means,
or through any business affiliated with Licensee, and shall forward to Licensor
any and all inquiries and information related to the Product it has received
from prospective customers outside the United States. The Licensor shall pay the
Licensee six percent (6%) of the gross sales amount, or gross license fees (in
the instance of introduction to a new Licensee), gross royalties or any other
revenue derived from the referral in connection with any customers or contacts
provided to the Licensor by the Licensee. Said six-percent (6%) referral fee
shall be payable with respect to new customer-generated revenue received by
Licensor during the first six months (180) days of business from/with the new
customer.
2.5 This license grant in the Territory for the Specified Market shall remain in
full force and effect during the term of this Agreement while the Licensee is
not in breach of this Agreement and the License Fees, Minimum Quarterly License
Fees, and Minimum Annual License Fees are not more than thirty (30) days overdue
and the Minimum Annual Sales Quotas are met. In the event Licensee is delinquent
on any such fees, and Licensee fails to cure said delinquency within thirty (30)
days of such notice by Licensor, Licensee shall forfeit its license rights to
the Territory and Specified Market, without benefit of License fee refund, and
Licensor shall be free to license another third party for the same Territory and
Specified Market.
2.6 During the term of this Agreement, Licensee shall not:
(a) reverse engineer, separate or regrow any individual cell culture contained
in any microbial blend.
(b) disclose the results of any benchmark test of the microbial blends compared
to any third party without Licensor's written permission.
3.0 HOUSE ACCOUNTS:
3.1 Licensee acknowledges that Licensor may be obligated to supply the Products
to existing customers, in the Territory, who were customers of Licensor prior to
the Effective Date of this Agreement. Such customers are classified as "House
Accounts" and sales to such customers are not commissionable to Licensee unless
agreed to by Licensor in writing.
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
3.2 In addition to existing House Accounts, Licensor reserves the right to
classify new customers in the Territory as House Accounts if they are not in the
Specified Market or Territory, as defined in this License Agreement, are
purchasing Non-Bio-Raptor(TM) Hydrocarbon products, Non-Hydrocarbon
Bio-Raptor(TM) products, or are preexisting customers who have Letters of Intent
with Licensor for Bio-Raptor applications. In addition, customers who are
referred to Licensor by Licensee or other Licensees in the Territory in other
Specified Markets may also be classified as House Accounts.
4.0 DEFINITIONS FOR CALCULATION OF FEES AND COMMISSIONS:
The parties understand and agree that license fees and commission levels must be
calculated uniformly. The parties agree to use gross revenues as the basis for
calculating fees and commissions as means of avoiding conflicts arising out of
accounting interpretations associated with net income and net profits.
Adjustments to fees and commissions shall be made as a function of gross revenue
pursuant to methods and calculations defined herein. The fee and commission
schedules herein reflect this understanding between the parties and are based on
the following definitions of "Gross Revenues".
4.1 "Gross Revenue(s)" shall be defined as the funds collected by the Licensor
for the Products shipped to Customers generated by Licensee, licensed as end
users by Licensor , within the Specified Market, in the Territory less sales
taxes, credit returns, insurance and applicable freight and duty. Gross Revenues
shall also include the funds collected by Licensor for referrals as specified in
paragraph 2.4 and 5.2, but shall not includes funds collected for lab tests,
bench tests, field tests, or other charges at cost plus expenses.
5.0 COMMISSIONS
5.1 Commissionable Sales Licensor agrees to pay Licensee, on a monthly basis, a
commission of six percent (6%) of all Gross Revenues collected from all
Customers in the Specified Market and the Territory during the term of this
Agreement. In the event Licensee is delinquent more than thirty (30) days on any
fees due Licensor, Licensor may offset any commissions due Licensee to the
extent of the delinquencies.
5.2 Referrals to Licensor During the term of the Agreement, Licensee shall
forward to Licensor any and all inquiries and information related to the Product
it has received from prospective customers not in the Specified Market for the
Territory. The Licensor shall pay the Licensee six percent (6%) of the gross
sales amount, or gross license fees (in the instance of introduction to a new
Licensee), gross royalties or any other revenue derived from the referral in
connection with any customers or contacts provided to the Licensor by the
Licensee. Said six-percent (6%) referral fee shall be payable with respect to
new customer-generated revenue received by Licensor during the first six months
(180) days of business from/with the new customer.
6.0 SCHEDULE OF LICENSE FEES:
6.1 License Fees: In consideration of the grant of the rights set forth herein,
Licensee shall pay Licensor the sum of one percent (1%) of the Gross Revenues
paid by Customers within the Specified Market, in the Territory. License agrees
to pay license fees on a monthly basis upon receipt of a detailed invoice
specifying total customer receipts collected by Licensor.
6.2 Minimum Annual Sales Quota: Licensee acknowledges that Licensor requires a
minimum annual sales quota to support Licensee's sales activities. Licensee
agrees to undertake sales activities that enable it to meet the following
Minimum Annual Sales Quotas (as measured by gross revenues of Customers):
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
Year One: $10,000,000
Year Two: $20,000,000
Year Three: $40,000,000
The Minimum Annual Sales Quota is measured at the end of the calendar quarter
every twelve months after the Effective Date as follows:
Effective Date Range Calendar Quarter
January 1 - March 31 April 1 of current year to March 31 of each
succeeding year
April 1 - June 30 July 1 of current year to June 30 of each
succeeding year
July 1 - September 30 October 1 of current year to September 30 of
each succeeding year
October 1 - December 31 January 1 of current year to December 31 of each
succeeding year
6.3 Minimum Quarterly License Fee: In order to keep the License active for the
Territory and the Specified Market, the Licensee shall pay minimum quarterly
license fees which are due March 31, June 30, September 30 and December 31 and
shall be applied as the Minimum Quarterly License Fee for the succeeding
quarter.
6.3.1. Minimum Quarterly License Fee: Licensee shall pay a minimum quarterly
license fees as follows:
Year One Quarters: $12,500
Year Two Quarters $25,000
Year Three Quarters $50,000
6.4 Minimum Annual License Fee: The Minimum Annual License Fee is equal to one
percent (1%) of the Minimum Annual Sales Quota and is due thirty (30) days after
the Minimum Annual Sales Quota measurement period of one year. Credit shall be
given for actual license fees paid and Minimum Quarterly License Fees up to a
maximum of the Minimum Annual License Fee. In the event that the credits are not
sufficient to sum to the Minimum Annual License Fee, Licensee agrees to pay the
difference within thirty (30) days.
7.0 CUSTOMERS:
Customers are defined as end users of the Products that have been sold Products
by Licensee and have been licensed by Licensor. Customers exclude end users
classified as House Accounts by Licensor end users not in the Specified Market
and Territory. Each Customer must be licensed as a Product end user by Licensor
and each is required to attend a training program at Licensor's choice of
location.
8.0 TECHNICAL INFORMATION AND LICENSOR'S TRADEMARKS:
8.1 All rights in the Technical Information and the Licensor's Trademarks other
than those specifically granted herein are reserved to Licensor. Licensee
acknowledges that Licensee shall not acquire any title or interest in the
Technical Information or Licensor's Trademarks as a result of the Licensee's use
thereof. Licensee acknowledges that Licensor holds the Exclusive United States
Distributor License, granted by XyclonyX.
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
8.2 Licensor shall have Licensee registered as a registered or permitted user,
or the like, of the Licensor's Trademarks with the appropriate governmental
agency or entity, within the Territory, as may be required. Any cost to record
such an application shall be borne by Licensee. Upon termination or expiration
of this Agreement for any reason whatsoever, Licensor may immediately apply to
cancel Licensee's status as a registered or permitted user. Licensee shall
consent in writing to the cancellation and shall join in any cancellation
petition.
8.3 Licensor shall indemnify, defend, and hold Licensee harmless from any and
all suits or proceeding based on a claim that the Products constitute an
infringement of any United States or foreign patent. Licensee shall promptly
notify Licensor of the existence of any claim of patent infringement of any
Products to which Licensor's indemnification obligation would apply, and shall
give Licensor the reasonable opportunity to defend the same at its own expense,
provided that Licensee shall at all times also have the right to full
participation the defense at its expense. Licensee, at its sole option, may
actively participate in the defense of any such suit or proceeding, sharing in
the cost of said defense if it participates in such suit or proceeding. Licensee
shall cooperate with Licensor in the defense of any proceeding for any
infringement under this indemnification.
9.0 REPRESENTATIONS:
9.1 Licensee represents that it possesses sufficient financial resources and
management ability to manage and direct the sales and marketing of the Products
to meet the Minimum Annual Sales Quotas.
9.2 Licensee represents that it has the intention and ability to develop
distribution and sales channels through which the Product may be distributed and
sold efficiently.
9.3 Licensor represents that it holds the Exclusive United States Distribution
License of the Technical Information and Products and that there are no claims,
existing or threatened, in connection with the Licensor's clear title or
license. Licensor represents that the Products, Technical information,
Biological Product Line and related know-how do and will function for the
intended purpose of each Product as described in the Technical Information and,
further, that the Licensor has performed sufficient testing and analysis to
prove the usefulness and competitive efficiency of the technology underlying
this Agreement.
10.0 NON-COMPETITION:
10.1 During the term of this Agreement, Licensee shall not engage, directly or
indirectly, in the marketing or use of any competitive product or process whose
use or composition is similar to that of the Products without the written
consent of the Licensor, providing that the Products can be demonstrated to be
useful and competitive for all applications contemplated by Licensee's customer
base.
10.2 Licensee acknowledges and agrees that due to the unique nature of the
Products and Processes and the irreparable harm that disclosure or unauthorized
sales, use, and application shall cause Licensor, Licensee agrees that during
the term of this Agreement, and in the event of termination of this agreement,
Licensee covenants and agrees as follows:
a) During the term of this Agreement and for a period of five (5) years
after termination of this Agreement, including but not limited to, the
provisions of Paragraph 13.0, herein, neither Licensee nor any of his
employees, agents, partners, representatives and/or servants shall
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
directly or indirectly solicit customers of or divert business from
Licensor for the purpose of microbiological research, production,
application, usage, sales, or manufacturing of Licensor's products,
technology, proprietary techniques, applications, or processes, or any
microbial blends, formula, or cultured products or products of
fermentation or bio-chemical blends as described herein or developed
hereafter by Licensor.
b). For the five (5) year period after termination, Licensor agrees to
pay Licensee a commission of five percent (5%) of the Gross Revenues
paid by Customers in the Specified Market and the Territory who were
sold by Licensee during the period prior to termination.
11.0 CONFIDENTIALITY AND NONDISCLOSURES:
11.1 Licensee shall hold in confidence the Technical Information which is
identified as "proprietary" or "confidential" when delivered to Licensee
(hereinafter referred to as "Confidential Information").
11.2 The Confidential Information shall be used by Licensee for the sole purpose
of application and marketing the Products. Licensee shall refrain from using or
allowing the use of the Confidential Information for any other private or
commercial purpose.
11.3 Licensee agrees that the Confidential Information shall be shown to or
discussed only with selected individuals employed by Licensee on a "need to
know" basis for the purposes of performing under this Agreement. Licensee shall
take, and shall cause all its employees to take reasonable precaution to insure
the confidentiality of the Confidential Information.
11.4 The Confidential Information received by Licensee shall not be disclosed or
divulged to any third party or parties without prior written approval of
Licensor. Prior to showing the Confidential Information to, or discussing it
with, any third party, Licensee shall require the third party to maintain the
confidentiality under the same terms hereof.
11.5 Upon termination of this Agreement, Licensee shall cease to use and shall
forthwith return or surrender to Licensor all the Confidential Information and
all reproductions thereof in their custody or possession.
11.6 Licensee understands and agrees that Licensor might be irreparably harmed
by violation of this Article, and that the use of the Confidential Information
for the business purposes of any party other than Licensor could enable such
party to compete unfairly with Licensor. In the event that Licensee becomes
aware of any breach of the confidentiality of, or the misappropriation of, any
of the Confidential Information, Licensee will promptly give notice thereof to
Licensor. In addition, Licensor shall be entitled to enforcement by specific
performance of this Article and to damages and may terminate this Agreement.
11.7 The obligation of Licensee under this Article shall survive the termination
or rescission of the Agreement for a period of five (5) years after such
expiration, termination, or rescission.
12.0 INDEMNIFICATION
12.1 Licensee shall indemnify, defend and hold Licensor, its affiliates, parent
company, shareholders, subcontractors, officers, directors, employees and agents
harmless from any and all costs and demands resulting from any damage, loss or
injury, whether to property or persons, including death, resulting from, arising
out of, or in connection with: (1) negligence; (2) intentional acts; or (3)
errors and omissions of the Licensee, its employees, officers, contractors, or
agents in connection with the application, selling or marketing of the Products.
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
13.0 TERMINATION:
13.1 This Agreement may be terminated immediately by Licensor upon:
(a) The failure of Licensee to cure a material breach of this Agreement
within sixty (60) days of receipt of written notice to Licensee of such
breach;
(b) The failure of Licensee to pay any license fee as described herein
within thirty (30) days from the due date;
(c) In the event Licensee is delinquent in payment obligations to Licensor
or its affiliates under this Agreement or otherwise, Licensor may terminate
this Agreement.
(d) In the event Licensee, during the term of this Agreement, engages,
directly or indirectly, in the marketing or use of any competitive product
or process whose use or composition is similar to that of the Products
without the written consent of the Licensor.
13.2 Upon termination of this Agreement for any reason whatsoever Licensee will
return to Licensor all notes, records, documents, drawings, specifications, and
all other information in any form relating to Licensor under this Agreement, all
of which shall remain the sole property of Licensor.
13.3 Upon termination of this Agreement for any reason other than a payment
default, Licensee shall provide Licensor, within ten (10) days from the date of
such termination, with a list of all prospects outstanding on the date of
termination. Licensee shall be entitled to receive commissions from Gross
Revenues generated by these prospects within ninety (90) days after termination.
14.0 OPTION TO EXTEND LICENSE
Licensee, who is not in default in the terms of this agreement, and who has met
the Minimum Annual Sales Quotas for the last year of the Agreement, shall have
the option to extend the license for a period of three (3) additional years
provided that Licensor and Licensee jointly agree to new Minimum Annual Sales
Quotas, Minimum Quarterly License Fees, and Minimum Annual License Fees for the
extended period. Such new terms shall be incorporated into the extended
Agreement as an additional exhibit and agreed to prior to the expiration of the
current Agreement. Licensee shall give thirty days notice of its intention to
exercise the option prior to the expiration of this license. If notice to
exercise the option to extend is not received by the expiration date of this
license, the license will expire on said date and the option will no longer be
in effect.
15.0 TECHNICAL ASSISTANCE
15.1 Within one hundred (120) days of the Effective Date, Licensor shall
transfer to the Licensee Technical Information in a form and manner necessary to
enable the Licensee to market and sell the Products.
15.2 Upon prior written request of Licensee, and subject to the agreement of
Licensor with regard to the schedule and content of such assistance, Licensor
shall provide the following services under the conditions as stipulated
hereunder:
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
a) All such engineering/technical assistance as 15.1 above, shall be
done at Licensor's expense at Licensor's choice of location.
Transportation and living expenses during the assistance period shall
be paid by Licensee.
b) Any additional assistance which may be requested by Licensee from
time to time, shall be done at Licensee's expense, and shall be billed
at then current prevailing rates per hour, per capita, for the hours of
the services actually provided by Licensor's engineer/technical
expert(s).
c) All reasonable and customary business travel expenses (including
transportation, meals, and lodging during travel) shall be invoiced at
cost by Licensor, and shall be paid by Licensee, within thirty (30)
days after receipt of invoice from Licensor, provided that the business
class airfare for round-trip transportation shall be paid in advance by
Licensee.
15.3 Licensor shall provide, during the first one hundred twenty (120) days,
Licensor's biotechnical/application/marketing consultation time, by telephone,
at Licensor's expense.
15.4 Any additional assistance by Licensor's personnel, or consultants which may
require a personal site visit or customer contact shall be billed at the
prevailing, reasonable and/or customary rate per day, plus travel and per diem
expenses and payable by Licensee.
16.0 IMPROVEMENTS, DEVELOPMENTS AND/OR NEW PRODUCTS
16.1 Licensee and Licensor may undertake improvements, developments and/or new
products with respect to the Product from time to time and agree to inform the
other of the proposed improvements, developments or new products. Improvements,
developments or new products by either shall be shared on a royalty-free basis
within the territories covered by the agreement(s) existing at the time between
the parties. Both parties agree to negotiate in good faith the fees and
royalties to be paid for use of the other's improvements, developments or new
products which may be used, licensed or transferred outside the Territory; such
royalties and fees to be at parity with those established by this Agreement.
Both parties agree to provide full cooperation with respect to such improvements
and developments. All such improvements, developments or new products shall be
the Property of the Licensor.
16.2 Any royalty-free license granted hereby shall extend pursuant to the same
terms and conditions as those provided herein, without the parties hereto
entering into a specific agreement with respect thereto.
17.0 ARBITRATION:
All disputes, controversies, or differences arising out of, relating to, or in
connection with this Agreement between the parties hereto, or any breach
thereof, which cannot be resolved amicably by the parties shall be finally
settled by arbitration by a panel of three (3) arbitrators in accordance with
the Rules of and Procedures of the American Arbitration Association. Each party
shall appoint one (1) arbitrator and the two (2) arbitrators shall appoint the
third arbitrator. Any decision rendered by such arbitration shall be binding
upon both parties. The place of arbitration shall be San Diego, California. The
award rendered by the arbitrators shall be final and binding upon the parties
hereto. The prevailing party shall be entitled to all legal fees.
18.0 APPLICABLE LAW:
This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
19.0 FORCE MAJEURE:
19.1 Neither party shall be liable to the other party for the failure or delay
in performance of any of its obligations under this Agreement due to acts of
God, fire, flood, strikes, labor troubles or other industrial disturbances, acts
of Government, laws and regulations, torts, insurrections or any other cause
beyond the control of the affected party. Upon the occurrence of such an event,
the affected party shall immediately notify the other party with as much detail
as possible. The affected party shall, immediately after the cause is removed,
perform such obligations with all due diligence.
19.2 In the event that the prevention of performing the obligation under this
Agreement shall continue beyond a period of six (6) months, the party unaffected
by such event shall have the right to terminate this Agreement upon thirty (30)
days prior notice to the other party.
20.0 ASSIGNMENT
20.1 Neither party shall assign any of its rights or obligations, or this
Agreement, in whole or in part, to a third party, except as provided for in the
case of:
a) Licensee's rights granted herein to subcontract for the application
of the Product and the establishment and expansion of the sales,
distribution, use and applications network development within the
designated Territory subject to Licensor's prior written approval of
such subcontract/subcontractor.
b) Licensor shall have the right to assign this Agreement to any third
party who purchases or lawfully obtains all or substantially all of the
Licensor's assets or outstanding voting shares.
20.2 In the event of Sub-Surface Waste Management, Inc.'s cessation of business,
or dissolution, the rights in connection with the Licensor shall revert to
XyclonyX and then to the patent owners where applicable and shall be assigned to
their heirs, or assignees providing however that such assignment shall in no way
encumber this Agreement and that such assignment strictly prohibit any and all
heirs or their representatives of any estate from challenging the terms,
conditions, or economic equity or value of this agreement throughout
arbitration, legal action or otherwise.
21.0 NOTICES:
21.1 All notices or communications given or required to be given hereunder shall
be given by personal delivery or by registered airmail or by cable, telex, or
facsimile followed by a letter dispatched within twenty-four (24) hours to the
following addresses:
To Licensor: 0000-X Xxxxxxxxxx Xxxxx, Xxxxxxxx, XX 00000
To Licensee: 00000 XxxXxxxxx Xxxx., Xxxxx 000, Xxxxxx, XX 00000.
21.2 Notices and communications shall be deemed received by the addressee on the
date of delivery if delivered personally, the fifth (5th) day from the date of
posting if sent by registered mail, or by forty-eight (48) hours after
transmission if sent by cable, telex, or facsimile, or by evidence of signature
on overnight delivery.
22.0 MISCELLANEOUS PROVISIONS:
22.1 The headings of the Articles have been inserted for convenience or
reference only and shall not affect the interpretation or construction of the
provisions of the Agreement.
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
22.2 This Agreement shall not be modified except by a written instrument
executed by duly authorized representative of the parties hereto.
22.3 In the event any term or provision of this Agreement shall for any reason
be held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other term or provision of
this Agreement, and this Agreement shall be interpreted and construed as if such
term or provision, to the extent that it is invalid, illegal or unenforceable,
had never been contained in this agreement.
22.4 Waiver of any right by a party hereto towards the other of breach or a
series of breaches hereof shall not affect the right of the waiving party to
exercise any of its rights provided hereunder on account of any other breach
hereof or similar breach subsequent thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives on the date first above written.
The Effective date of this license shall be the _________________________, 1999.
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
LICENSOR: LICENSEE:
Sub-Surface Waste Management, Inc. Builders Referral, Inc.
By:
--------------------------------- --------------------------------------
Xxxxxx X. Xxxxx, Vice President Xxxx Xxxx, President
---------------------------------------
Xx Xxxxxx, Vice President
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SUB-SURFACE WASTE MANAGEMENT, INC.
TECHNOLOGY LICENSE AGREEMENT
EXHIBIT "A"
BIOREMEDIATION PRODUCT LINE
REMEDILINE(TM) Microbial Blends
-------------------------------
300HC - Biological above ground site remediation microbial blends for
bioremediation of hydrocarbon contaminated soil.
Note: All SSWM biological products are suspended in a pre-application,
dormant-state, on the high quality, technical-grade diatomaceous earth
necessary, for enhanced product stability, microbial viability, and long
shelf-life, within environmental ranges, for convenient handling, and ease of
end-user application. Other product suspensions are available depending upon
application or process suitability standards.
BIO-RAPTOR(TM) Product Line
---------------------------
Bio-Raptor(TM) - HC --- Transportable Bio-Raptor(TM) for hydrocarbon treatment
applications (1)
Microbial Application System(TM) - HC --- Add-on hydrocarbon treatment system
for existing equipment - includes spray bar, automated microbial delivery
system, auxiliary pumps, etc. Does not include belt scale that may be ordered
separately.
Bio-Raptor(TM) - HCUL --- Hydrocarbon Treatment Patent Use License - Single
Machine
MAS(TM) - HCUL --- Hydrocarbon Treatment Patent Use License - Single MAS System
(1) Transportable Bio-Raptor(TM)- HC is defined as a Bio-Raptor(TM) that will be
used on one site at a time and will be moved from site to site to perform
hydrocarbon bioremediation treatments which take less than 12 months to complete
on an individual site. This definition does not include Bio-Raptors(TM) that are
classified as Soil Recycling Centers which are used on a single site with
multiple customers bringing contaminated soil or other material to that site for
remediation or conversion into other materials, or Bio-Raptors(TM) used for
non-hydrocarbon treatment.
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SUB-SURFACE WASTE MANAGEMENT, INC.
BIOREMEDIATION PRODUCT LINE LICENSE AGREEMENT
EXHIBIT "B"
TERRITORY DESCRIPTION
The Continental United States excluding Hawaii and Alaska
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SUB-SURFACE WASTE MANAGEMENT, INC.
TECHNOLOGY LICENSE AGREEMENT
EXHIBIT "C"
LICENSOR'S TRADEMARKS
Bio-Raptor(TM) Bioremediation Shredder/Sprayer System/Process
Microbial Application System(TM)
Bio-Raptor(TM), REMEDILINE(TM)
14
SUB-SURFACE WASTE MANAGEMENT, INC.
TECHNOLOGY LICENSE AGREEMENT
EXHIBIT "D"
LICENSEE'S SPECIFIED MARKET DESCRIPTION
Customers requiring time specific job site bioremediation of hydrocarbon
contaminated soil using a transportable Bio-Raptor(TM) that is moved from site
to site. Job site resident time is less than 12 months.
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SUB-SURFACE WASTE MANAGEMENT, INC.
TECHNOLOGY LICENSE AGREEMENT
EXHIBIT "E"
LICENSOR'S PATENTS LICENSED, REGISTERED OR APPLIED FOR
United States Patent 5,039,415 - Aug. 13, 1991
Decontamination of hydrocarbon contaminated soil
Inventors
Xxxxx; Xxxxx X. Appl. No.: 512,474
Filed: Apr. 23, 1990
Abstract
The method of treating hydrocarbon contaminated soil that includes forming the
soil into a flowing particulate stream; forming an aqueous liquid mixture of
water and treating substance that reacts with hydrocarbon to form CO(2) and
water; dispersing the liquid mixture into the particulate soil stream to wet the
particulate; allowing the substance to react with the wetted soil particulate to
thereby form CO(2) and water, whereby the resultant soil is beneficially
treated.
9 Claims, 4 Drawing Figures
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