BioProgress Technology International, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx Xxxxxx, President
Re: Exclusive Evaluation Agreement
Gentlemen:
CONFIDENTIALTY REQUESTED (hereinafter referred to along with its affiliates as
"CONFIDENTIALITY REQUESTED") and BioProgress Technology International, Inc.
(hereinafter referred to along with its affiliates as BioProgress) are
interested in the evaluation of confidentiality requested. The parties hereby
agree to explore their mutual interests under the terms of this Exclusive
Evaluation Agreement.
I. Payment - In consideration of exclusivity defined by this Agreement and the
obligations set forth herein, CONFIDENTIALITY REQUESTED shall forthwith upon
execution of this Agreement pay BioProgress a total of CONFIDENTIALITY
REQUESTED.
II. Agreement Term - This Agreement shall terminate six (6) months from the date
of acceptance of this Agreement, subject to the renewal provisions of paragraph
VII.
Definitions -
CONFIDENTIALITY REQUESTED
CONFIDENTIALITY REQUESTED.
CONFIDENTIALITY REQUESTED.
CONFIDENTIALITY REQUESTED.
IV. Intellectual Property Ownership Rights - Any Inventions, whether patentable
or not, arising from the work being done under this Agreement relating to
CONFIDENTIALITY REQUESTED, shall be the property of CONFIDENTIALITY REQUESTED
(CONFIDENTIALITY REQUESTED Inventions). Accordingly, if BioProgress, solely or
jointly with CONFIDENTIALITY REQUESTED, makes such CONFIDENTIALITY REQUESTED
Inventions, whether patentable or not, in the course of the work being done
under this Agreement, BioProgress agrees to assign outright to CONFIDENTIALITY
REQUESTED the entire right, title and interest, both in the United States and
abroad, to CONFIDENTIALITY REQUESTED Inventions, without payment other than the
fees provided for herein. BioProgress further agrees to execute any and all
documents which CONFIDENTIALITY REQUESTED determines are necessary or convenient
to fully implement its proprietary rights in such CONFIDENTIALITY REQUESTED
Inventions, such as obtaining patents, and to fully cooperate in the prosecution
of such proprietary rights, but at no expense to them. CONFIDENTIALITY REQUESTED
will have the above-mentioned documents drafted, prosecuted and maintained at
its own expense.
If CONFIDENTIALITY REQUESTED does not commercialize Product, BioProgress may
license all CONFIDENTIALITY REQUESTED Inventions that are jointly invented by
BioProgress and CONFIDENTIALITY REQUESTED for a reasonably negotiated licensing
fee.
Any Inventions, whether patentable or not, arising from the work being done
under this Agreement relating to CONFIDENTIALITY REQUESTED shall be the property
of BioProgress (BioProgress Inventions). Accordingly, if CONFIDENTIALITY
REQUESTED, solely or jointly with BioProgress, makes such BioProgress
Inventions, whether patentable or not, in the course of the work being done
under this Agreement, CONFIDENTIALITY REQUESTED agrees to assign outright to
BioProgress the entire right, title and interest, both in the United States and
abroad, to BioProgress Inventions, without payment other than the fees provided
for herein. CONFIDENTIALITY REQUESTED further agrees to execute any and all
documents which BioProgress determines are necessary or convenient to fully
implement its proprietary rights in such BioProgress Inventions, such as
obtaining patents, and to fully cooperate in the prosecution of such proprietary
rights, but at no expense to them. BioProgress will have the above-mentioned
documents drafted, prosecuted and maintained at its own expense.
In the event that BioProgress decides not to file patent applications relating
to BioProgress Inventions, CONFIDENTIALITY REQUESTED may, at its discretion,
file patent applications relating to BioProgress Inventions. In this situation,
if CONFIDENTIALITY REQUESTED files patent applications relating to BioProgress
Inventions, BioProgress agrees to assign outright to CONFIDENTIALITY REQUESTED
the entire right, title and interest, both in the United States and abroad, to
BioProgress Inventions, without payment other than the fees provided for herein,
provided that, CONFIDENTIALITY REQUESTED shall grant BioProgress a free,
non-exclusive license to use such patent applications and any patents in any
products or processes not in competition with the products or processes subject
of this Agreement and for the life of such patent applications and patents.
BioProgress further agrees to execute any and all documents which
CONFIDENTIALITY REQUESTED determines are necessary or convenient to fully
implement its proprietary rights in such BioProgress Inventions, such as
obtaining patents, and to fully cooperate in the prosecution of such proprietary
rights, but at no expense to them. CONFIDENTIALITY REQUESTED will have the
above-mentioned documents drafted, prosecuted and maintained at its own expense.
BioProgress and CONFIDENTIALITY REQUESTED warrant with each other that they have
appropriate ownership rights in the Inventions to carry out their obligations
under this paragraph IV.
V. Third Party Requests - BioProgress shall not engage in any development work
on said CONFIDENTIALITY REQUESTED, for the duration of this Agreement, without
the prior written consent of CONFIDENTIALITY REQUESTED.
VI. Publicity - Press Release is hereto attached as Attachment A, initialed by
both parties. Neither party shall produce, distribute, or publish or cause to be
produced, distributed, or published, any press release or other publicity,
including trade shows and/or client lists, referring to the relationship under
this Agreement, without the prior written consent of the other party.
VII. Agreement Renewal - Thirty (30) days prior to the expiration of the initial
six (6) month Agreement period, CONFIDENTIALITY REQUESTED shall have the option
to renew the terms of this Agreement for an additional thirty (30) days
immediately proceeding the initial six (6) month period for a total payment in
advance to BioProgress of CONFIDENTIALITY REQUESTED after which, upon written,
mutual consent by both CONFIDENTIALITY REQUESTED and BioProgress, the Agreement
may be extended in thirty (30) day increments for a total payment in advance to
BioProgress of CONFIDENTIALITY REQUESTED for each additional thirty (30) day
increment.
VIII. First Right of Refusal - Nothing contained herein shall obligate either
party to purchase or supply equipment, materials or services to the other. Upon
termination of this Agreement, CONFIDENTIALITY REQUESTED shall have the first
right of refusal to negotiate a global, exclusive Purchase, Supply, and/or
Licensing Agreement with BioProgress under mutually acceptable terms, in the
area of CONFIDENTIALITY REQUESTED. To exercise this first right of refusal,
CONFIDENTIALITY REQUESTED shall notify BioProgress of its intent to enter into
such an agreement within thirty (30) days of expiration of this Agreement (or
expiration of any successive renewal under paragraph VII). In addition, such an
agreement must be negotiated and executed within ninety (90) days of the same
expiration.
IX. Unless otherwise specified herein, acceptance of this Agreement shall not
affect the ownership of, nor carry with it any express or implied license under,
any existing patent rights of the other party, nor does it obligate either party
to negotiate a cooperation of any kind with the other party.
X. In this Agreement, reference to BioProgress or CONFIDENTIALITY REQUESTED
shall be understood to include any company controlling, controlled by, or under
common control with BioProgress or CONFIDENTIALITY REQUESTED, respectively,
through stock ownership, direct or indirect.
If you are in agreement with the foregoing, please have a duly authorized member
of BioProgress's management sign both copies hereof, and return one to
CONFIDENTIALITY REQUESTED.
ACCEPTED: Very truly yours,
BIOPROGRESS TECHNOLOGY CONFIDENTIALITY REQUESTED INTERNATIONAL, INC.
By By
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CONFIDENTIALITY REQUESTED
Print Name CONFIDENTIALITY REQUESTED
CONFIDENTIALITY REQUESTED
Title CONFIDENTIALITY REQUESTED
Date Date
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Approved as to Form
Approved for Execution
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