Exhibit 10.1
LICENSE AGREEMENT
THIS LICENSE AGREEMENT (the "Agreement") is entered into by and between,
ADA-ES Inc., a Colorado corporation having its principal place of business at
0000 Xxxxx Xxxx Xxx, Xxxx X, Xxxxxxxxx, XX 00000-0000 ("Licensor") and
ADA-NexCoal, LLC, a Delaware limited liability company having its principal
place of business at 0000 Xxxxx Xxxx Xxx, Xxxx X, Xxxxxxxxx, XX 00000-0000
("Licensee") to be effective as of November 3, 2006 (the "Effective Date").
Licensor and Licensee are sometimes hereinafter individually referred to as a
"party" and collectively as the "parties."
RECITALS
WHEREAS, Licensor is the sole owner of all right, title and interest in and
to the inventions and subject matter disclosed in the Patents (as defined
below); and
WHEREAS, Licensor has agreed to license the Patents to Licensee in return
for 100% of the ownership interest in Licensee, which consists of 100 units of
interest therein (the "Units"), the rights and obligation as to which are as
described in that certain Operating Agreement of Licensee dated as of November
3, 2006, as the same may be amended from time to time (the "Operating
Agreement").
NOW, THEREFORE, in consideration of the mutual covenants and promises made
in this Agreement, the parties hereto, intending to be legally bound hereby,
agree to the terms and conditions as follows:
1. DEFINITIONS
Unless otherwise elsewhere defined herein, the following capitalized terms
shall have the following meanings:
1.1. "Affiliate" has the meaning ascribed to such term in the Purchase
Agreement.
1.2. "Board" has the meaning ascribed to such term in the Amended and
Restated Operating Agreement.
1.3. "Chemicals Business" means the business of marketing and selling
Chemicals, Additives and Technical Engineering Services (as defined in the
Chemicals, Equipment and Technical Engineering Services Supply Agreement entered
into by and between Licensee and Licensor and attached hereto as Exhibit 1),
specifically pertaining to NOx and mercury emissions controls from cyclone
coal-fired boilers.
1.4. "Insolvency" has the meaning ascribed to such term in the Purchase
Agreement.
1.5. "Improvements" means those modifications, revisions, derivations,
updates, enhancements and improvements of the Technology related to the
reduction of NOx and mercury emissions from cyclone boilers that are conceived,
discovered, created or developed by or on behalf of Licensor, which Improvements
will automatically and without any further action on the part of Licensor or
Licensee, become part of the Technology (and part of the Technology License).
1.6. "Know-How" means technical information, ideas, concepts, confidential
information, trade secrets, know-how, discoveries, inventions, processes,
methods, formulas, source and object codes, data, programs, other works of
authorship, improvements, developments, designs and techniques related to the
reduction of NOx and mercury emissions from cyclone coal-fired boilers other
than as embodied in the Patents, that are owned or controlled by Licensor during
the term of this Agreement and that are necessary or desirable to use the
Patents for the purpose of the license granted in Section 2 hereof.
1.7. "Licensed Property" means any products or methods related to the
reduction of NOx and mercury emissions from cyclone coal-fired boilers, whether
owned by Licensor or licensed by Licensor now or hereafter, that are (i) covered
by any Valid Claim(s) contained in any of the Patents, and/or (ii) based on the
products, processes or methods developed using the Technology.
1.8. "Loss" has the meaning ascribed to such term in the Purchase
Agreement.
1.9. "Patents" means: (i) U.S. Patent No. 6,773,471 B2 entitled "Low Sulfur
Coal Additive for Improved Furnace Operation" issued on August 10, 2004; (ii)
U.S. Patent No. 6,729,248 B2 entitled "Low Sulfur Coal Additive for Improved
Furnace Operation" issued on May 4, 2004; (iii) Patent Application No.
10/209,083 entitled "Low Sulfur Coal Additive for Improved Furnace Operation"
filed July 30, 2002; (iv) U.S. Provisional Patent Application Serial No.
60/730,971 entitled "Additives for Catalysis of Mercury Oxidation in Coal-Fired
Power Plants" filed October 27, 2005; and (v) any foreign counterpart
applications or patents, reissues or extensions, continuations,
continuations-in-part or divisions relating to any of the preceding patents and
patent applications, together with any other patents (U.S. or foreign and even
if not listed herein) that share a common claim of priority with said patents or
that, as mutually agreed upon in good faith by the parties, cover inventions
substantially similar to said patents.
1.10. "Purchase Agreement" means the Purchase and Sale and Contribution
Agreement as proposed to be entered into among Licensor, Licensee and NexGen
Refined Coal, LLC.
1.11. "Section 45 Business" means that Licensee shall have received, prior
to January 1, 2009, or such later date as may become applicable based on
extensions thereto as approved by the Internal Revenue Service (the "IRS"), a
written private letter ruling ("PLR") or other indication from the IRS pursuant
to which the Licensee may sell, and Licensee has entered into agreements to
sell, a qualified facility to a third party, and such third party would be
thereafter entitled to Section 45 Tax Credits as a result of operating such
facility, specifically pertaining to NOx and mercury emissions controls from
cyclone coal-fired boilers.
1.12. "Section 45 Tax Credits" means the tax credits provided for under
Section 45 of the Internal Revenue Code.
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1.13. "Technology" means the Patents and the Know-How specifically
pertaining to NOx and mercury emissions control for cyclone coal-fired boilers,
as well as any Know-How developed or acquired after the Effective Date which is
based on the knowledge contained in the Patents, whether or not such Know-How
becomes the subject of a patent application during the term of this Agreement;
provided, however, that such Know-How shall be a trade secret of Licensor until
such time as it is the subject of a published patent application. As used
herein, Patents shall include any and all continuations, continuations-in-part,
and divisionals, and all patents issuing which are based on such applications,
and all reissues, reexaminations, or extensions thereof, as well as any foreign
counterparts, continuations, continuations in part or divisions thereof and
patents and patent applications on any improvements, advancements,
modifications, revisions or developments that are developed by or for Licensor.
1.14. "Territory" means the United States and each foreign country in which
the Patents exist or in which Licensor intends or has been requested by Licensee
to file patent applications related to the Technology.
1.15. "Valid Claim(s)" means any claim contained in an issued and unexpired
patent included within the Patents that has not been held unenforceable,
unpatentable or invalid by a decision of a court or other governmental agency of
competent jurisdiction, or unappealable or unappealed within the time allowed
for appeal, and that has not been admitted to be invalid or unenforceable
through reissue or disclaimer.
2. GRANT OF LICENSE.
2.1. In consideration of the issuance by Licensee of the Units, and in
accordance with the terms and conditions of this Agreement, Licensor hereby
grants to Licensee a fully paid-up, royalty-free, non-transferable license under
the Technology to make or have made the Licensed Property and to use, sell,
lease, offer to sell, import or otherwise dispose of the Licensed Property in
the Territory (the "Technology License").
2.2. In addition, as Licensor shall at all times during the term of this
Agreement promptly and fully discloses in writing to Licensee all Improvements,
and each of such Improvements shall automatically become part of the Technology
and subject to the Technology License.
2.3. Licensee may, from time to time, sub-license to any third party or
parties any or all rights under the Technology License (each a "Sublicensee")
whereupon each Sublicensee will become a third party beneficiary to this
Agreement.
2.4. The Technology License shall be exclusive even as to Licensor for
purposes of engaging in the Chemicals Business or a Section 45 Business for the
purpose of monetization of Internal Revenue Code Section 45 tax credits
available through the American Jobs Creation Act of 2004, or its equivalent in a
jurisdiction other than the United States, and to do any and all things
necessary or incidental thereto.
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3. PATENT MARKING
Licensee agrees that all Licensed Property shall be marked (e.g., with U.S.
Patent Nos. 6,773,471 B2, or 6,729,248 B2 or "Patents Pending," as appropriate)
in a manner sufficient to give proper legal notice under the applicable patent
laws. In the event that it is not practicable to affix the patent marking onto
the Licensed Property directly, Licensee will affix the patent numbers or the
term "Patents Pending" to literature that accompanies the Licensed Property in a
manner sufficient to give proper legal notice under the applicable patent laws.
With respect to any Licensed Property for which a patent issues, as soon as
reasonably practicable after the issuance of the patent, Licensee shall xxxx the
Licensed Property or the literature relating thereto with the patent number of
any patent that is licensed to Licensee pursuant to this Agreement.
4. TECHNICAL ASSISTANCE AND IMPROVEMENTS.
4.1. Licensor shall be available to provide any technical assistance
relating to the development, marketing and deployment of the Licensed Property
without charge to Licensee provided, however, that Licensee shall pay all of
Licensor's reasonable, related travel and lodging expenses that have been
pre-approved in writing by Licensee.
4.2. Licensor shall promptly and fully advise Licensee of any Improvements,
it being understood that any Improvements made by Licensor during the term of
this Agreement shall be the property of Licensor, and shall be included within
the Licensed Property and the Technology and thereby made a part of the
Technology License granted to Licensee for the remaining duration of this
Agreement. The expenses of filing and prosecuting any patent application
relating to such Improvements shall be borne by Licensor, if deemed reasonable
by unanimous consent of the Board governing the Licensee.
4.3. Any inventions or improvements that may be developed during the term
of this Agreement by Licensee or by Licensee and Licensor jointly with respect
to the subject matter of the Technology shall be assigned to Licensor and shall
be included within the Licensed Property and the Technology and thereby made a
part of the Technology License granted to Licensee hereunder for the remaining
duration of this Agreement. The expenses of filing and prosecuting any patent
application relating to any such improvements shall be borne by Licensor, if
deemed reasonable by unanimous consent of the Board governing the Licensee;
provided, however that Licensee shall reasonably assist Licensor, at Licensor's
sole expense, to obtain full ownership rights, including, but not limited to,
patent rights in and to the subject improvements or inventions.
5. TERM AND TERMINATION UPON DEFAULT.
5.1. Term. This Agreement shall remain in full force and effect for as long
as any patent application related to the Technology is pending in any domestic
or foreign patent office or until the expiration of the last to expire of any
patent included in the Technology, unless sooner terminated pursuant to Sections
5.2 or 5.3.
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5.2. Termination Upon the Occurrence of Certain Events. Licensor shall have
the right to terminate this Agreement immediately in the event of the Insolvency
of Licensee or the dissolution or liquidation of Licensee in accordance with the
terms of the Operating Agreement.
5.3. Other Termination. Either party may terminate this Agreement upon
providing written notice to the other party if the other party shall commit any
material default or breach of any covenant or agreement contained herein, and
shall fail to remedy any such default or breach within thirty (30) days after
receiving written notice describing in reasonable detail the material default of
breach from the non-defaulting or non-breaching party.
5.4. Effect of Termination. Upon expiration of this Agreement, or upon
termination of this Agreement by Licensor under Section 5.2 (Termination Upon
the Occurrence of Certain Events) or under Section 5.3 (Other Termination), all
license rights granted to Licensee hereunder shall immediately terminate. Upon
termination of this Agreement by Licensee under Section 5.3 (Other Termination),
all license rights granted to Licensee hereunder shall extend for the later of
(i) five (5) years from the date of termination, or (ii) the term of any
agreement with a third party as a sublicense hereunder or which otherwise
requires the effectiveness of the license of the Licensed Property hereunder.
Upon expiration of this Agreement, or upon termination of this Agreement by
Licensor under Section 5.2 (Termination Upon the Occurrence of Certain Events)
or under Section 5.3 (Other Termination), all sublicenses that may have been
granted by Licensee shall terminate, provided that any sublicensee may elect to
continue its sublicense by advising Licensor in writing within twenty (20)
business days of the sublicensee's receipt of written notice from Licensor of
such termination or expiration and of the sublicensee's agreement to accept a
license from Licensor that contains such terms and conditions as the sublicensee
and Licensor mutually agree upon in writing. Upon termination of this Agreement
by Licensee under Section 5.3 (Other Termination), all sublicenses that may have
been granted by Licensee shall continue in full force in accordance with their
terms with Licensee for the later of (i) five (5) years from the date of
termination, or (ii) the term of any agreement with a third party as a
sublicensee hereunder or which otherwise requires the effectiveness of the
license of the Licensed Property hereunder.
6. REPRESENTATIONS AND WARRANTIES
6.1. By Licensee. Licensee represents and warrants to Licensor that it has
the right and authority to enter into this Agreement and perform its obligations
hereunder and this Agreement constitutes the legal, valid and binding obligation
of Licensee enforceable in accordance with its terms, subject, however, to the
effects of bankruptcy, insolvency, reorganization, moratorium and similar Laws
from time to time in effect, as well as to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
6.2. By Licensor. Licensor represents, warrants and covenants to Licensee
that (a) it has the right and authority to enter into this Agreement and perform
its obligations hereunder and this Agreement constitutes the legal, valid and
binding obligation of Licensor enforceable in accordance with its terms,
subject, however, to the effects of bankruptcy, insolvency, reorganization,
moratorium and similar Laws from time to time in effect, as well as to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law), (b) it owns all right, title and interest in
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and to the Patents and Know-How and has the full right and authority to grant
the licenses set forth in Section 2 (Grant of License), (d) there are no
outstanding agreements, assignments or encumbrances inconsistent with the
provisions of said licenses and Licensor has the right to grant the licenses set
forth in Section 2 without seeking the approval or consent of any third party,
(e) none of the Patents have been invalidated either wholly or partly by a court
of law within the United States or abroad or by the United States Patent and
Trademark Office or any of its foreign equivalents and there are no proceedings
to do so as of the Effective Date, (f) to Licensor's best knowledge, the Patents
are valid and enforceable as of the Effective Date, (g) to Licensor's best
knowledge, neither the Patents nor the Know-How infringe or misappropriate any
patent, trade secret or other intellectual property right of any third party and
(h) Licensor has not threatened or initiated any claim, suit or proceeding
against any third party alleging that such third party has infringed or
misappropriated any rights under the Patents and/or Know-How and, to the
knowledge of Licensor, no third party is infringing or misappropriating any such
rights.
7. DISCLAIMER
Unless expressly set forth in this Agreement, nothing herein shall be
construed as: (a) a representation, warranty, or admission by either party as to
the validity, scope or enforceability of the Patents; (b) a representation or
warranty that the manufacture, sale, lease, deployment, use or other transfer of
Licensed Property will be free from infringement of patents other than the
Patents; or (c) a representation or warranty as to the accuracy or suitability
of any information disclosed or claimed in the Patents to produce a successful
process or product. Determination of the commercial efficacy and suitability of
the subject matter of the Patents' intended uses, as disclosed in the Patents,
is to be made solely by Licensee, subject to any obligations of Licensor
specifically set forth in the Operating Agreement.
8. LIMITATION OF LIABILITY
WITH THE EXCEPTION OF LICENSOR'S OBLIGATIONS UNDER SECTION 10.2
(INFRINGEMENT INDEMNITY) OR ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY A
PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD
PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, HOWEVER
CAUSED, ON ANY THEORY OF LIABILITY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT.
9. MAINTENANCE OF PATENT RIGHTS
Subject to the limitations set forth in Section 9.3 hereof, at all times
hereunder, Licensor shall be solely responsible for and shall pay all fees,
costs or expenses of any nature required to prosecute, defend or maintain the
Patents, so long as commercially reasonable for Licensee as follows:
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9.1. Prosecution and Maintenance. Licensor will, at its sole expense,
continue to diligently prosecute any and all patent applications in the Patents
and, with respect to all issued patents within the Patents, maintain the Patents
during the term of this Agreement. In connection with the prosecution of said
patent applications and maintenance of the Patents, Licensor will provide to
Licensee copies of all filings and correspondence sent and correspondence
received by Licensor related thereto. In addition, Licensor will throughout the
term of this Agreement use best efforts to maintain and enhance the scope of the
Valid Claim(s) and, if any claim contained in an issued and unexpired patent
included within the Patents is held unenforceable, unpatentable or invalid by a
decision of a court or other governmental agency of competent jurisdiction, then
Licensor will, at its sole expense, use reasonable commercial efforts to create,
develop and/or secure functionally equivalent workarounds and, where
appropriate, prosecute patent applications and or patents for the same, which
patent applications and/or patents will automatically be included within the
Patents.
9.2. Failure to Prosecute or Maintain. If Licensor determines, for any
reason, not to diligently prosecute or maintain the Patents, then Licensor will
promptly notify Licensee in writing of the same. If it comes to the attention of
Licensee that Licensor, for any reason, is not diligently prosecuting or
maintaining the Licensed Patent(s), then in the event of Licensor's
discontinuance of prosecution or maintenance of the Patents, Licensor will
assign the Licensed Patent(s) to Licensee.
9.3. Limitation on Obligations of Licensee to Prosecute, Defend or Maintain
the Patents. Notwithstanding Licensor's obligation as set forth in this Section
9 or under any other section of this Agreement, in no event shall Licensor be
obligated to expend in excess of Five Hundred Thousand Dollars ($500,000) (on a
cumulative basis beginning on the Effective Date) to prosecute, defend or
maintain the Patents, which amount shall include all costs, fees and expenses
incurred by Licensor to do so. Once Licensor has expended such amount, any
costs, fees or expenses necessary to prosecute, maintain or defend the Patents
shall become the sole obligation of Licensee. Licensor shall maintain complete
and accurate records of all costs, fees and expenses it incurs to prosecute,
defend or maintain the Patents for the term of this Agreement and for three
years after the termination of this Agreement, and shall provide copies of such
records to Licensee upon request.
10. PROTECTION OF LICENSED PROPERTY
10.1. Enforcement of Patents.
10.1.1. It shall be the obligation of Licensor, at its sole cost and
expense, in Licensor's name, to protect and enforce the Patents and to prosecute
or settle any third party infringement of the Patents during the term of this
Agreement. Licensor shall not enter into any settlement, consent judgment or
other voluntary final disposition of the matter without the prior written
consent of Licensee, which shall not be unreasonably withheld or delayed. Any
recovery obtained in an action brought by Licensor shall be distributed as
follows: (i) Licensor shall be reimbursed for any and all expenses and
attorneys' fees incurred in the action; and (ii) the parties shall share equally
in the remaining damages award, whether it be for ordinary, special or punitive
damages.
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10.1.2. If Licensor determines, for any reason, not to diligently
enforce the Patents (in which case Licensor will promptly notify Licensee in
writing of the same) or if it comes to the attention of Licensee that Licensor,
for any reason, is not diligently enforcing the Patents then (i) Licensee will
have the right to enforce the Patents at Licensee's sole expense, (ii) if
requested by Licensee, Licensor will cooperate in Licensee's prosecution or
defense of any litigation or settlement activities hereunder, provided that
Licensee will reimburse Licensor for all reasonable costs incurred by Licensor
as a result of such cooperation and (iii) any recoveries will be awarded solely
and exclusively to Licensee.
10.2. Infringement Indemnity. Licensor will defend, indemnify and hold
harmless Licensee and its Affiliates and their respective members, managers,
stockholders, officers, employees, agents, representatives and attorneys against
any Loss arising from or in connection with any claim that (i) any portion of
the Licensed Property covered under a Patent and/or the Know-How infringes or
misappropriates a third party patent, trade secret, trademark or other
intellectual property right or (ii) challenges the validity of any of the
Patents or the rights granted to Licensee hereunder. Licensee shall: notify
Licensor in writing no later than 30 days after receiving written notice of the
claim, or sooner if required by applicable law; grant Licensor sole control of
the defense and all related settlement negotiations; and provide Licensor, at
Licensor's expense, with the reasonable assistance, information and authority
necessary to perform Licensor's obligations hereunder. If said portion of the
Licensed Property is, or in the opinion of Licensor may reasonably become, the
subject of any claim, suit or proceeding for infringement of a United States
Patent, or if it is adjudicatively determined that said portion of the Licensed
Property, infringes any United States Patent, or if the development, manufacture
or deployment of the Licensed Property is, as a result, enjoined, then (i)
Licensor shall procure for Licensee and Licensor the right under such United
States Patent to manufacture, develop and deploy or sublicense, as appropriate,
the Licensed Property or such part thereof; or (ii) Licensor shall suitably
modify the Licensed Property or part thereof to be non-infringing. Except as
otherwise set forth in this Agreement, this Section 10.2 states Licensor's
entire liability and Licensee's exclusive remedy for infringement or invalidity.
10.3. Protection and Enforcement of Know-How and Trade Secrets. Licensor
will at all times during this Agreement use reasonable efforts to preserve and
protect the confidentiality of all portions of the Know-How that constitutes
"trade secrets" as that term is defined in the Uniform Trade Sercets Act (the
"Trade Secrets"). Furthernore, if it comes to the attention of Licensor that any
Trade Secret has been misappropriated by any third party, then Licensor will use
all reasonable efforts, including without limitation legal actions, to preserve
and protect the confidentiality of the Trade Secret and to prevent such third
party from any and all uses of the Trade Secret, so long as it is commercially
reasonable for Licensee.
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11. INVALIDITY
Unless otherwise agreed upon by the parties, this Agreement shall not
terminate in the event of (i) a lawsuit involving the issue of the validity of
any claims of any of the Patents in which such claims are held to be invalid by
a final judgment from which no appeal is taken; or (ii) the unsuccessful
prosecution of Patent Application No. 10/209,083 and U.S. Provisional Patent
Application Serial No. 60/730,971.
12. CONFIDENTIALITY.
Licensee and Licensor acknowledge and agree that the Technology, Licensed
Property and Know How embodied therein, are "Confidential Information" as
defined in the Operating Agreement, and that they shall be bound by Section 11.8
of the Operating Agreement, entitled "Confidentiality" with respect to such
Confidential Information.
13. GENERAL
13.1. Notices. All notices provided for in this Agreements shall be
effective when received either by (i) personal delivery or (ii) three days after
deposit, postage prepaid, in the United States Mail, sent registered or
certified, addressed to the parties respectively at the following addresses:
If to Licensor: ADA-ES, Inc.
0000 XxxxxXxxx Xxxxx, Xxxx X
Xxxxxxxxx, XX 00000
Attn: Dr. Xxxxxxx Xxxxxx
Fax: (000) 000-0000
Email address: xxxxx@xxxxx.xxx
If to Licensee: ADA-NexCoal, LLC
Attn: Xxxxxxx X. XxXxxx
c/o NexGen Refined Coal, LLC
0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax: (000) 000-0000
13.2. Governing Law. This Agreement will be governed by the laws of the
State of Colorado without regard to the conflicts of law provisions thereof.
13.3. Integration. This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior
representations, assurances, courses of dealing, agreements, and undertakings,
whether written or oral, between the parties concerning such subject matter.
This Agreement will mutually benefit and be binding upon the parties, their
successors and assigns.
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13.4. Amendment. This Agreement may not be amended or modified except by
written agreement signed by authorized representatives of the parties.
13.5. Independent Contractors. The relationship between the parties hereto
is that of independent contractors, and nothing herein will be construed to
create a partnership, joint venture, employment, or agency relationship between
the parties. Neither party will have any authority to enter into agreements or
make any statements, representations or commitments or take any action of any
kind on behalf of the other, and neither party will have any other power or
authority to bind or obligate the other in any manner to any third party.
13.6. No Third Party Beneficiaries. Except as expressly set forth in this
Agreement, nothing in this Agreement is intended to, or shall, create any third
party beneficiaries.
13.7. Severability. If any provision of this Agreement is construed to be
invalid or unenforceable, such provision will be deemed to be limited or
modified to the minimum extent necessary so that this Agreement shall remain in
full force and effect and, as so limited or modified, remain enforceable.
13.8. Waiver. The provisions of this Agreement may be waived only with the
consent of the parties. The failure of a party to enforce its rights under this
Agreement for any period will not be construed as a waiver of such rights.
13.9. Headings. Headings contained in this Agreement are for ease of
reference only and will have no legal effect.
13.10. Counterparts and Facsimiles. This Agreement may be executed on
facsimile copies in two or more counterparts, each of which will be deemed an
original and all of which together will constitute one and the same Agreement.
13.11. Survivability on Termination. The provisions of Sections 5.4
(Effects of Termination), 7 (Disclaimer), 8 (Limitation of Liability), 10.2
(Infringement Indemnity), 12 (Confidentiality) and 13 (General), and any other
provision hereof which, by its terms, expressly provides that it survive
termination of this Agreement, shall survive the termination of this Agreement
for any reason. All other rights and obligations of the parties shall cease upon
termination of this Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned have executed this Agreement effective
as of the Effective Date.
ADA-ES, INC. (Licensor) ADA-NEXCOAL, LLC (Licensee)
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx X. XxXxxxxxx
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Name: Xxxxxxx X. Xxxxxx Name: Xxxx X. XxXxxxxxx
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Title: President Title: Manager
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Exhibit 1
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[Insert copy of Chemicals, Equipment and Technical Engineering Services Supply
Agreement]
