Intellectual Property Rights Sales Agreement
Eiwa
Kokudo Kankyo, Inc. (hereafter, "Eiwa") is selling the Intellectual Property of
the Aqua-make system to Aspire Japan, Inc. (hereafter, "Aspire") with following
conditions.
(Sales of
Intellectual Property)
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1.
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Eiwa
is selling the Intellectual Property of the Aqua-make system defined below
to Aspire.
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Definition
of the selling Intellectual Property: All registered patent, work-in-progress
patent, and business and operation know-how of the Aqua-make system defined in
the Intellectual Property valuation report produced by IP Trading
Japan.
(Price
and Payment Plan)
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2.
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Aspire
must pay Japanese 600 Million YEN (When Japanese Yen is 110 Yen to a US$1,
600 Million Japanese Yen is US$5,454,545) (excluding applicable sales tax)
to Eiwa for the above described Intellectual Property with the following
payment schedule.
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|
(1)
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August 29. 2008 |
50
million Japanese Yen (Approx. US$454,545)
|
|
(2)
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September 12, 2008 | 50 million Japanese Yen (Approx. US$454,545) |
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(3)
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September 30, 2008 | 200 million Japanese Yen (Approx. US$1,818,182) |
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(4)
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October 31, 2008/08/07 | 300 million Japanese Yen (Approx. US$2,727,273) |
|
|
(Approximate
figure calculate with US$1=110 Japanese
Yen)
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(Registration
transfer documents)
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3.
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Eiwa
agrees to transfer the registered holder of the official patent to Aspire
after receiving all payments described above from Aspire. Aspire agrees to
pay for the direct expense to transfer the registered holder of the patent
to Aspire from Eiwa.
|
(The
timing of the xxxx of rights transfer)
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4.
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Aspire
understands that Aspire receives full rights of the Intellectual Property
when the payment is paid fully.
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Page 1 of
3
(Re-sell
rights of this Intellectual Party to the third party)
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5.
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Eiwa
agrees that Aspire can sell the rights of this Intellectual Property to
the third party as soon as Aspire sign this agreements. Aspire agrees that
the registration of the holder of the Intellectual property to the third
party occurs when the payment described above section 2 is made in
full.
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(Non-Refundable)
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6.
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Aspire
agrees that Eiwa will not refund the payments received from Aspire in any
case.
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(Collateral)
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7.
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Eiwa
agrees that Eiwa will eliminate any collateral or security against this
Intellectual Property described above section
1.
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(Patent
Payment)
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8.
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Aspire
agrees that Aspire will pay for any extra patent that Eiwa may have paid
for the new patent before October 31,
2008.
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(Non-Disclosure)
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9.
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Aspire
agrees that Aspire will not disclose any information regarding the
Aqua-make system to the third
party.
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(Indemnification)
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10.
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Aspire
understands the meaning and legal consequences of the representations and
warranties contained in this agreement, and agrees to indemnify and hold
harmless the Eiwa and each member, officer, employee, agent or
representative thereof against any and all loss, damage or liability due
to or arising out of a breach of any representation or warranty, or breach
or failure to comply with any covenant, of the Aspire, whether contained
in this Agreement.
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(Violation)
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11.
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In
the event that Eiwa and Aspire feels that the other party has violated the
agreement. this case will use the civil
code.
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(Dispute)
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12.
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In
the event that Eiwa and Aspire have misunderstanding or problem regarding
this
agreement. Eiwa and Aspire both agree to reconcile the differences within
three business days by conducting a gentleman's
meeting.
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Page 2 of
3
(Appropriate
court)
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13.
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This
agreement is governed by the Japanese law, and if there is any court
issue, Eiwa and Aspire agree that Osaka, Japan as the
court.
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Date:
August 13, 2008
Translated
Version
Ryouichi
Okamoto, CEO
Eiwa
Kokudo Kankyo, Inc.
Hiroshima,
Japan
Translated
Version
Xxx
Osaka, CEO
Newport
Beach, CA USA
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