TECHNOLOGY ASSIGNMENT AGREEMENT
This
Agreement is entered as of September 29, 2006, by
and
between Xxxxx
X.
Xxxx on behalf of Ecotech Waste Management Systems Inc. (the ‘Assignor’), and
Solanex Management Inc. (‘Solanex’ or the ‘Company’).
WHEREAS,
Assignor and the Company are parties to an Agreement and License of Intellectual
Property Rights dated October 12, 2000 (the “Original Agreement”), pursuant to
which Assignor agreed to assign to the Company its title, rights and interest
in
and to that certain Thermal Destructor technology;
WHEREAS,
Assignor and the Company are parties to a Joint Venture Agreement dated October
1, 2002, where Assignor agreed to search for, recommend and advise the Company
on the acquisition of further technology, complementary to the current business
direction and assets of the Company;
WHEREAS,
Assignor has developed a Steam Injection System, based on the technology
underlying the Thermal Destructor technology;
WHEREAS,
Assignor wishes to assign all right, title and interest in the Thermal
Destructor and Steam Injection System technologies (collectively, the
“Technology”) to the Company and the Company wishes to receive the Intellectual
Property upon the terms and conditions set forth herein.
NOW
THEREFORE, in consideration of the foregoing premises, the mutual covenants
set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and the Company hereby
agree as follows:
1. Assignment.
For
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Assignor hereby assigns to the Company, exclusively throughout
the world, all right, title, and interest (xxxxxx or inchoate) in (i) the
subject matter referred to in Exhibit 1 (the “Technology”), (ii) all precursors,
portions and work in progress with respect thereto and all inventions, works
of
authorship, mask works, technology, information, know-how, materials, and tools
relating thereto or to the development, support, or maintenance thereof and
(iii) all copyrights, patent rights, patent applications and rights thereto,
trade secret rights, trademark rights, mask works rights, sui generis database
rights, and all other intellectual and industrial property rights of any sort
and all business, contract rights, causes of action, and goodwill in,
incorporated or embodied in, used to develop, or related to any of the foregoing
(collectively “Intellectual Property”).
2. Consideration.
In
consideration of the assignment of the Intellectual Property, the Company agrees
to pay Assignor the sum of two thousand dollars ($2,000.00) (the “Purchase
Price”). The Purchase Price shall be the only consideration required of the
Company with respect to the subject matter of this Agreement.
3. Further
Assurances; Moral Rights; Competition; Marketing.
3.1 Assignor
agrees to assist the Company in every legal way to evidence, record, and perfect
the assignment set forth in Section 1 and to apply for and obtain recordation
of
and from time to time enforce, maintain, and defend the assigned rights. If
the
Company is unable for any reason whatsoever to secure Assignor’s signature to
any document it is entitled to under this Section 3.1, Assignor hereby
irrevocably designates and appoints the Company and its duly authorized officers
and agents, as his agents and attorneys-in-fact with full power of substitution
to act for and on his behalf and instead of Assignor, to execute and file any
such document or documents and to do all other lawfully permitted acts to
further the purposes of the foregoing with the same legal force and effect
as if
executed by Assignor.
3.2 To
the
extent allowed by law, the assignment of the Intellectual Property in Section
1
includes all rights of integrity, disclosure, and withdrawal and any other
rights that may be known as or referred to as “moral rights,” “artist’s rights,”
“droit moral” or the like (collectively “Moral Rights”). To the extent Assignor
retains any such Moral Rights under applicable law, Assignor hereby ratifies
and
consents to, and provides all necessary
ratifications
and consents to, any action that may be taken with respect to such Moral Rights
by or authorized by Company and Assignor agrees not to assert any Moral Rights
with respect thereto. Assignor will confirm any such ratifications, consents,
and agreements from time to time as requested by Company. Assignor also agrees
not to xxx or challenge in any manner, the validity of the assignment set forth
in this Agreement and the Company’s rights to the Intellectual Property set
forth hereunder.
4. Confidential
Information.
Assignor will not use or disclose anything assigned to the Company hereunder
or
any other technical or business information or plans of the Company, except
to
the extent Assignor (i) can document that it is generally available (through
no
fault of Assignor) for use and disclosure by the public without any charge,
license, or restriction, or (ii) is permitted to use or disclose such
information or plans, such as in connection with any joint venture agreement
or
the like between Assignor and the Company.
5. Warranty.
Assignor represents and warrants to the Company that Assignor: (i) is the sole
owner together (other than the Company) of all rights, title, and interest
in
the Intellectual Property and the Technology; (ii) has not assigned,
transferred, licensed, pledged, or otherwise encumbered any Intellectual
Property or the Technology or agreed to do so; (iii) has full power and
authority to enter into this Agreement and to make the assignment as provided
in
Section 1; (iv) is not aware of any violation, infringement, or misappropriation
of any third party’s rights (or any claim thereof) by the Intellectual Property
or the Technology; (v) and was not acting within the scope of employment by
any
third party when conceiving, creating, or otherwise performing any activity
with
respect to anything purportedly assigned in Section 1.
6. Miscellaneous.
This
Agreement is not assignable or transferable by Assignor without the prior
written consent of the Company; any attempt to do so shall be void. The terms
and provisions hereof shall inure to the benefit of and be binding upon the
Company and its respective successors and assigns. Any notice, report, approval,
or consent required or permitted hereunder shall be in writing and will be
deemed to have been duly given if delivered personally or mailed by first-class,
registered or certified U.S. mail, postage prepaid to the respective addresses
of the parties as set forth below (or such other address as a party may
designate by ten (10) days’ notice). No failure to exercise, and no delay in
exercising, on the part of either party, any privilege, any power, or any rights
hereunder will operate as a waiver thereof, nor will any single or partial
exercise of any right or power hereunder preclude further exercise of any other
right hereunder. If any provision of this Agreement shall be adjudged by any
court of competent jurisdiction to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent necessary so that this
Agreement shall otherwise remain in full force and effect and enforceable.
This
Agreement shall be deemed to have been made in, and shall be construed pursuant
to the laws of the State of Nevada and the United States without regard to
conflicts of laws provisions thereof. The prevailing party in any action to
enforce this Agreement shall be entitled to recover costs and expenses
including, without limitation, attorneys’ fees. The terms of this Agreement are
confidential to the Company and no press release or other written or oral
disclosure of any nature regarding the compensation terms of this Agreement
shall be made by Assignor without the Company’s prior written approval; however,
approval for such disclosure shall be deemed given to the extent such disclosure
is required to comply with governmental rules. Any waivers or amendments shall
be effective only if made in writing and signed by a representative of the
respective parties authorized to bind the parties.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first indicated above.
|
/s/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx, for:
Ecotech
Waste Management Systems Inc.
|
/s/
Xxxxx Xxxx
Xxxxx
X. Xxxx, President
Solanex
Management, Inc.
|
EXHIBIT
1 TO TECHNOLOGY ASSIGNMENT AGREEMENT
Thermal
Destructor Technology
A
Thermal
Destructor is a self contained, mobile, soil residue combustion system for
visiting each contaminated site and sterilizing soil in-situ. The Thermal
Destructor consists of a high efficiency, waste or gas-fired combustion chamber
and a new generation exhaust gas low-pressure drop, liquid scrubber, to trap
pollutants in air emissions.
Wood
waste, other renewable resource fiber fuel, or coal can be used for the
feedstock that provides the heat. Alternatively, natural gas can be used to
fire
the unit. The unit is designed to generate 40,000,000 BTU/hr for treating
contaminated soil. Soil is introduced into the flame center via a gas sealed
auger which feeds the remediation chamber which is a rotating, ceramic
insulated, fluted drum, which is inclined and tumbles the soil medium, while
transferring it to the exit end of the chamber, where it is augured to a
delivery chute. Flame temperature is steam injection controlled to 2400 degrees
F to reduce recombination of products such as NOx, SOx.
In
the
primary stage of the reactor/generator, the auger-fed combustion medium, 60-80
mm. Sized wood waste chips, hog fuels, or waste derived densified or fluff
fuel,
is fired in a starved oxygen environment at a temperature circa 1250 f or 680
c
where it releases combustion gases, which include carbon monoxide, hydrogen,
methane and other complex hydrocarbons.
The
gas
is whirled in the reaction chamber of the primary unit and conveyed via negative
pressure into intermediary air mixing xxxxxxxx, where directional burner rotate
and mix the gases with oxygen rich air to produce an inflammable gas
mixture.
Highly
inflammable gas mixture ignites in the secondary chamber to produce a blue
flame
similar to that generated by fossil fuel natural gas. The temperature at the
tip
of this flame is high enough to ensure complete burnout of particulate matter
and to crack all the hydrocarbons and other gases. Due to the prolonged
residence time of the medium in the primary chamber which is actually enhanced
by the high moisture content of green wood waste or processed solid waste fuel,
complete reduction of the fuel-medium mass down to an insignificant ash volume
is achieved.
Ash
drops
through the floor of the primary chamber by the intermittent release of drop
doors in the hearth burnout section and it is augured from the ash holding
pan
to be combined with the remediated soil at the exit chute.
When
combustion of wastes containing problem waste stream fractions, such as heavy
metals and aggregate occurs, the heat in the primary gasifier is kept to a
temperature which does not allow melting of the tramp metals and other
particles. While the rest of the medium gasifies, these “heavy waste” items are
heat purged and conveyed out with the ash residue or screen for magnetic
separation.
Steam
Injection System
The
steam
generation technology is a natural off shoot from the original high temperature
burner intended for use in soil remediation and is being developed for use
in
oil field situations where high-pressure steam is injected into the oil
formation to soften the material in which the oil is trapped and help dilute
and
separate the oil from the earth. The steam injected under pressure also creates
channels and cracks through which the oil can flow to the well.
•
Steam
will be generated from filtered clean local water, fed to the system in any
condition, at any liquid-state temperature.
•
Cold
water boiler shock which causes failures in flow-through non re-circulating
water heating systems is eliminated. The steam generation unit can be positioned
within a proximity of a wellhead to reduce the loss of temperature through
distance traveled.
•
“Waste”
bitumen, in solid or heavy viscous or contaminated form is the
fuel.
•
Pulse
combustion + bubble scrubbing eliminates polluting air emissions.
•
Ash
from fuel combustion and contaminant/particulate gleanings from the water
is
injected into the formation, with the steam, to eliminate surface ground
pollution.
