Exhibit 10.1
LICENSE ASSIGNMENT AGREEMENT
This LICENSE ASSIGNMENT AGREEMENT is made as of December 15th 2006.
BY: ENVIROCLEAN ENERGY CORPORATION, incorporated in
accordance with the laws of the State of Delaware,
having its principal place of business at 0000 Xxxxxx,
Xxxxx 000, Xxxxxx, Xxxxx 00000, represented by Xxxxx
Xxxxxx, duly authorized as he so declares;
AND (Hereinafter the "Assignor")
BETWEEN:
NEWSEARCH INC., incorporated in accordance with the
laws of the State of Colorado, having its principal
place of business at 0000 Xxxxxx-Xxxxxxxxx Xxxxxx Xxxx,
xxxxx 000, Xxxxxxxx, Xxxxxx X0X 0X0, represented by
Xxxx Xxxx, duly authorized as he so declares;
(Hereinafter the "Assignee,")
(hereinafter collectively referred to as the
"Parties").
WHEREAS BioConversion Technology LLC (hereinafter "BCT") is the proprietor and
owner of a license for a patented pyrolytic steam reforming "gasification"
technology (hereinafter referred to as the "Technology");
WHEREAS the patented pyrolytic steam reforming Technology operates in the
absence of air or oxygen and features a thermo-chemical conversion chamber
designed to convert carbonaceous fuel (aka: feed material, such as MSW,
agricultural and wood wastes, used tires, industrial fluff, low-quality coal,
etc.) to syngas through pyrolysis followed by steam reforming;
WHEREAS the Technology method and apparatus were patented in the United States
by Xxxxxx X. Xxxxxxx on March 8th 2005, under patent number 6,863,878;
WHEREAS by Letter Agreement dated June 8th 2006, BCT assigned and licensed to
EnviroClean Energy Corporation (hereinafter "ECE") all technologies and future
upgrades of said Technology for the development of projects with UK Coal,
British Nuclear Fuels, National Industrial Symbiosis Program, CMP and/or
Chateauguay Metal Products or any future entities to be registered by ECE ;
WHEREAS the Assignor agrees to assign and license all title, rights and interest
in said Technology and the related patent, as well as any future upgrades to the
Assignee, who desires to obtain ownership of same from the Assignor;
IT IS THEREFORE AGREED between Assignor and Assignee as follows:
1. The preamble shall form part of the foregoing Agreement;
2. In consideration of 375,000 common shares of Newsearch Inc., representing a
price of $150,000.00 at a conversion par value of $0.40 per share, receipt
of which is hereby acknowledged, Assignor does hereby assign unto Assignee,
its successors and assigns, Assignor's entire right, title and interest,
whether now owned or existing or hereafter acquired, in and to the
Technology, including but not limited to any renewals and/or extensions
thereof in the Technology and all variations or any other derivative or
similar, and all rights corresponding thereto throughout the world.
3. Assignor hereby covenants with Assignee and its successors and assigns that
Assignor has the rights in and to the Technology and related patent, and
that as such, it has good right to transfer same to Assignee;
4. Assignor retains no right to use the Technology, in whole or in part,
except for the benefit of Assignee and at Assignee's request; all decisions
concerning use of the Technology are at Assignee's sole discretion;
5. Assignor agrees to take all actions and cooperate as is necessary to
protect the rights including the patent of the Technology and further
agrees to execute any documents that might be necessary to perfect
Assignee's ownership of rights in the Technology and to registration
thereof without further remuneration;
6. This Agreement shall be governed by the laws of the State of Delaware,
United States Any dispute arising under this Agreement shall be subject to
the exclusive jurisdiction of the courts and laws of the State of Delaware
and the Parties consent to personal jurisdiction in these courts;
7. This Agreement constitutes the entire Agreement between the Parties hereto
for the transfer of rights in and to the Technology, and supersedes and
prior oral or written agreement or understanding between the parties
related to the same; the Agreement may not be modified or amended except by
subsequent writing signed by both Parties hereto;
IN WITHNESS WHEREOF and intended to by legally bound by, the Parties hereunder
set their signature the day and year written above.
ASSIGNOR: ASSIGNEE:
EnviroClean Energy Corporation Newsearch Inc.
/s/ Xxxxx Xxxxxx /s/ Xxxx Xxxx
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Per: Xxxxx Xxxxxx Per: Xxxx Xxxx
