Exhibit 10.4
ASSIGNMENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 20th day of February,
2006 by and between Xxxxxxx X. Xxxxxx XX whose principal residence is 000 Xx
Xxxxxxxx Xxxxx, Xxxxxx Xxxxxxx, XX 00000 ("Assignor") and American Soil
Technologies, Inc., ("Assignee"), a Nevada corporation having its principal
place of business at 00000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000.
This Agreement is based on the following premises and objectives:
Assignee desires to acquire the entire and exclusive right, title, and interest
to those items listed on Exhibit A attached hereto, all hereinafter collectively
referred to as the "trade secrets or trademarks or any intellectual property or
proprietary information" hereinafter referred to Proprietary Information.
Assignor desires to assign any and all right, title, and interest to the
Proprietary Information as listed in Exhibit A subject to the conditions set
forth in a certain Executive Employment Agreement dated January 22, 2006, which
is incorporated herein by reference.
Assignment of Entire Interest. Assignor hereby sells, assigns, and
transfers to Assignee, its successors and assigns, its entire and exclusive
right, title and interest in, to and under the items as listed in Exhibit A to
be held and enjoyed by Assignee for its own use and enjoyment, and for the use
and enjoyment of its successors and assigns, to the end of the term or terms for
which such Proprietary Information as fully and entirely as the same would have
been held and enjoyed by Assignor if this assignment and sale had not been made.
To Assignor's knowledge, the Proprietary Information is not subject to any
action or proceeding concerning its validity or enforceability; Assignor has no
knowledge of any basis for any claim that the Proprietary Information is invalid
or unenforceable; and, to the best of Assignor's knowledge, Assignor has not
engaged in any conduct, or omitted to perform any necessary act, the result of
which would invalidate the Proprietary Information or preclude their
enforceability. The only "activity" would be my sharing some of this information
with Donut earlier in our working relationship. Products/blends developed after
that, are the combined effort of both of us. Warm and Cool season blend for
supplementing Soil Medic. Poa and Bent Grass blends are supplements to the
original Soil Medic named product. I want you to be very clear on this.
Assignor agrees to execute and deliver all papers and cooperate, as may be
necessary or desirable, to protect and perfect title to the Proprietary
Information in Assignee, its successors and assigns. Assignor hereby authorizes
and requests the United States Patent and Trademark Office, or other proper
governmental authority, to issue to Assignee, its successors and assigns, the
trademarks for Soil Medic and Soil Therapy or other rights issuing there from.
Soil Medic and Soil Therapy do not belong to me. TLT2 owns "Insure" in
California for the Yucca extract.
Assignor hereby agrees to communicate to Assignee any facts known that
affect the Patent Rights, whenever requested, and will testify in any legal
proceeding, sign all lawful papers, make all rightful oaths, and generally do
everything reasonably necessary to aid Assignee, its successors and assigns, to
obtain and enforce proper Trademark protection.
Consideration shall be 75,000 common shares, restricted pursuant to Rule
144, of the Assignees stock as well as $4,200.00 in cash. Said stock shall have
"piggy back" rights of registration and shall be issued upon closing.
Assignor agrees that: this Agreement is to be construed according to the
laws of the State of California and that venue is proper in California state
courts; if any provision of this Agreement is held by a court of law to be
illegal, invalid or unenforceable, the legality, validity and enforceability of
the remaining provisions of the Agreement shall not be affected or impaired
thereby; the waiver of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any other or a subsequent breach; the
provisions of this Agreement shall remain in effect and bind the heirs,
successors, assignees, and legal representatives of the parties; this Agreement
may be amended or modified only with written consent; no oral waiver, amendment
or modification shall be effective under any circumstances whatsoever; the terms
of this Agreement are reasonable.
IN WITNESS WHEREOF, each participant has caused this Agreement to be signed
on the date first written above.
ASSIGNOR: ASSIGNEE
XXXXXXX X. XXXXXX XX American Soil Technologies, Inc
/s/ Xxxxxxx X. Xxxxxx By /s/ Xxxx X. Xxxxx
-------------------------- -----------------------------
Xxxxxxx X. Xxxxxx XX Xxxx X. Xxxxx, President/CEO
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EXHIBIT A
The following is a list of all Employee Proprietary Information made, conceived,
developed or reduced to practice by Employee as well as supply and customer
accounts prior to the date of this Agreement:
Reland Patent Technology:
* All Agricultural Application Rates, Blends, Systems and Specific
Management Practices, developed since June of 1996. This intellectual
property consists of very specific management techniques, timing and
practices. The following crops have rates and practices established;
Citrus, Pluots, Grapes, "wine, table, raisin" Cherries, Walnuts,
Almonds, Pistachios, Lettuce, Tomato, Xxxx Peppers, Dry Beans, Pigeon
Peas, Brewers Barley, Potato, Onion, Carrot, Melons, Wheat, Corn,
Strawberry, Raspberry, Celery, Garlic, Beets, Banana, Cucumber, Sugar
Cane, Avocado, Alfalfa, Peach, Nectarine, Apple, Sugar Beets, Sweet
Corn and Pasture Grass.
* All Sod Farm, Golf Course and Sports Field Application Rates, Blends,
Protocols and Specific Seasonal, Climatic and Management Practices
Developed by myself since June of 1996. These Trade Secrets and
Intellectual Property without specifics are as follows. Greens, Tee,
Fairway and Driving Range rates, blends, timing and practices. Sod
Farm blends, rates and timing. Sports Field blends, rates and timing.
* Nursery and Vegetable Transplant Rates and Specific management
practices.
* Commercial Flower Production Rates and Specific management practices.
* Landscape and Remediation Rates and Specific management practices.
Xxx Hellands Technology:
* Rates and Practices Specific to Golf Courses
* Enabled American Soil Technologies Access to Xxx Xxxxxxx through my
friendship and business dealings. Agreement that allows AST exclusive
rights to a Specific formulation of Xxx Hellands for Turf. And an
Agreement that provides access to said products for Agricultural use
in States other than California and Arizona.
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INNOVAC Technology
* Nutra Sorb access through United States representative. Cell U Con
Technology
* 20% Steroid Saponin California Label Name "INSURE"
Timberlake Manufacturing Suspension Technology
* A blended multiple use product with dual potential
Agricultural Customer Base:
Dune Company Chualar CA, Centennial Ag Supply Xxxxxx CO, Cenex Land O Lakes
St Xxxx Minnesota, MidStates Distributing St Xxxx Minnesota, Farmland Industries
COOP, soon to be under the Cenex umbrella. DNE Citrus Florida.
Employee's direct supply accounts:
Dune Company Chualar source of most fertilizers 5% over their cost.
Xxxxxxx Industrial
Big W Supply
Graingers
Cell U Con
A & L Labs
BBC Labs
X X Biotech
Timberlake Manufacturing
Employee's Customer Accounts:
Valley Crest Golf Course Maintenance
Club Corp
Empire Golf
Sierra View Country Club
Yolo Fliers Country Club
Cherry Island Golf Course Rio Xxxxx
Growers Transplant
Salinas Nursery
Xxxxxx Farms
Lone Oak Vineyards
Xxxxxx Farms
Xxxxx Xxxxxxxx Farms
Xxxxx Xxxxx
Xx Xxxxxx
Xxxx Xxxxxx
Calaveras Unified School District
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