Exhibit 10.2
ASSIGNMENT AGREEMENT
THIS AGREEMENT is made and entered into as of this 18th day of January,
2006 by and between Xxxxxxx Xxxxxx individually and as a California sole
proprietorship known as Soil Medic whose principal residence is 0000 Xxxxx
Xxxxx, Xxxxxxxx, 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 18, 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.
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 therefrom.
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. 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 XXXXXX individually American Soil Technologies, Inc
and
on behalf of Soil Medic
/s/ Xxxxxxx Xxxxxx By /s/ Xxxx X. Xxxxx
--------------------------- --------------------------------
Xxxxxxx Xxxxxx Xxxx X. Xxxxx, President/CEO
2
EXHIBIT A
The following is a list of all Employee Inventions made, conceived, developed or
reduced to practice by Employee prior to the date of this Agreement:
Soil Medic and Soil Therapy -Trademarks
Soil Medic Business Plan, Projections and Concepts, Product Formulations based
on previous experience and education and all additional product line ideas.
