Exhibit 10
AGREEMENT FOR ASSIGNMENT OF PATENT
AGREEMENT MADE and entered into this 23rd day of March, 2006 by and
between BIOCATALYTICA, INC., a corporation organized and existing under the laws
of the State of Rhode Island and having its principle place of business located
at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxx Xxxxxx, 00000, (hereinafter referred to as
"BIOCATALYTICA") and AQUATRONICS INDUSTRIES, INC., a corporation organized and
existing under the laws of the State of Rhode Island and having its principle
place of business located at 000 Xxxxxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxx Xxxxxx,
00000 (hereinafter referred to as "AQUATRONICS,") a wholly owned subsidiary of
ECOLOCLEAN INDUSTRIES, INC. of Crystal City, Texas.
WHEREAS BIOCATALYTICA, is the holder of all right, title and interest
to United States Patent No.: US 0-000-000 B1 relating to the disinfection and
purification of water and related technology, dated February 25, 2003 and
assigned by Xxxxxxx X. Xxxxxx, Xx. to BIOCATALYTICA by agreement dated: January
26, 2001, recorded in the United States Patent and Trademark Office on March 12,
2001.
WHEREAS, AQUATRONICS, the wholly owned subsidiary of ECOLOCLEAN
INDUSTRIES, INC. is desirous of securing an assignment of U.S. patent No.: US
0-000-000 B1 and the proprietary manufacturing rights attached thereto presently
held by BIOCATALYTICA.
NOW THEREFORE in consideration of the payments setforth herein and
other good and valuable consideration, the receipt whereof is hereby
acknowledged by AQUATRONICS, the parties agree as follows:
1. PAYMENT / CONSIDERATION
A. Upon execution of this agreement, AQUATRONICS shall pay Fifteen
Thousand and 00/100 ($15,000.00) Dollars to BIOCATALYTICA.
B. For a period of nine (9) consecutive months, commencing on the 1st,
day of May, 2006, AQUATRONICS agrees to pay BIOCATALYTICA the sum of Fifteen
Thousand Dollars ( $15,000.00 ) per month, which payment collectively shall
total One Hundred Thirty Five Thousand and 00/100 ($135,000.00) Dollars. Payment
shall be due on 1st day of each month. If payments are not received within five
(15) days of the due date, AQUATRONICS shall pay a late fee to BIOCATALYTICA in
addition to the monthly payments in an amount equal to 3.0 % percent of the
unpaid installment. If the total amount of One Hundred Thirty Five Thousand and
00/100 ($135,000.00) Dollars is not paid, including all accrued late charges, on
or before one (1) year from the date of this Agreement, then AQUATRONICS shall
be in the default of this Agreement.
C. AQUATRONICS shall pay a Five (5%) Percent royalty to BIOCATALYTICA
on all gross sales of products utilizing the patented technology or any
component thereof, with the exception that a Ten (10%) percent ( split 5%
Commission & 5% Royalty) royalty shall be paid on the gross sales of any product
utilizing the patented technology or any component thereof which are the result
of BIOCATALYTICA'S marketing and sales efforts. Payments under this section to
be made on an annual basis within 30 days of the end of the calendar year
accompanied by a detailed report of sales and computation of royalties paid.
D. ECOLOCLEAN INDUSTRIES, INC. shall transfer Three Million (3,000,000)
shares of restricted common stock of ECOLOCLEN INDUSTRIES, INC. to BIOCATALYTICA
IN THE FOLLOWING SEQUENCE.
I A) ONE MILLION ( 1,000.000 ) SHARES OF ECOLOCLEAN
INDUSTRIES, INC RESTRICTED COMMON STOCK UPON THE SIGNING OF THIS AGREEMENT AS OF
23RD DAY OF MARCH, 2006.
2b ) Ecoloclean Industries, Inc will then transfer Two Million
(2,000,000 ) shares of restricted common stock of Ecoloclean Industries, Inc. by
the end of on year of operations. As an incentive to accelerate said transfer of
stock, Aquatronics agree to transfer one share of stock of Ecoloclean Induscries
for one gross dollar of revenue on or before one (1) year as of the dateof this
agreement.
2. ASSIGNMENT: BIOCATALYTICA hereby assigns to AQUATRONICS all of its
right, title and interest in and to U.S. Patent No.: US 6-524-540- B1 on the
terms and conditions as setforth herein. AQUATRONICS shall not assign, mortgage,
pledge or otherwise encumber U.S. Patent No.: US 6-524-540- B1 without the
express written consent and approval of BIOCATALYTICA. IN CONJUCTION WITH THE
ASSIGNMENT OF THE PATENT, IT IS AGREED THAT XXXXXXX XXXXXX WILL PROVIDE THE
FORMULA FOR THE CATALYST AND ASSIST & PROVIDE EXPERTISE IN THE INITIAL
MANUFACTURING PROCESS.
3. FILING OF APPLICATIONS: BIOCATALYTICA agrees, at AQUATRONICS request
to make, execute and have filed in the United States Patent Office an
application for assignment of U.S. Patent No.: US 0-000-000 B1.
4. EXPENSES OF FILING: AQUATRONICS agrees to assume all financial
expenditures/costs, including attorneys fees, necessary to prepare and prosecute
BIOCATALYTICA'S application for assignment of patent as hereinbefore agreed and
further agrees to bear all expenses incidental to the upkeep of the patent and
the application for patent assignment, such as payment of governmental taxes,
fees, maintenance and normal working expenses.
5. REPORTS: AQUATRONICS agrees to keep a true and accurate record of
the products sold which are covered by U.S. Patent No.: US 0-000-000 B1 or
incorporate any of the patented technology therein, together with the invoicing
price of all such products as are sold and to render to BIOCATALYTICA monthly
reports thereof. AQUATRONICS hereby agrees to permit BIOCATALYTICA, or its duly
authorized and accredited representative to examine its records at all
reasonable times to verify such reports.
6. WARRANTY EXCLUSION: No representation or warranty has been made by
BIOCATALYTICA that any Products made under the assigned patent or parts thereof
may be manufactured, used or sold free of patent rights of others, it being
understood that BIOCATALYTICA shall not be liable for any loss, damage or
expense arising from any claim of patent infringement upon the manufacture, use
or sale thereof by AQUATRONICS.
7. INFRINGEMENT SUITS: AQUATRONICS shall have Exclusive control of the
prosecution of suits against infringers and shall be entitled to retain all
proceeds as a result of such suits, subject to payment of royalties in
proportion to the royalties herein outlined. Aquatronics shall notify
BioCatalytica of any and all infringement claims. If Aquatronics is unable or
unwilling to pursue a claim against a potential infringer then and in that event
BioCatalytica shall have the exclusive right to prosecute said claim and retain
all proceeds derived there from.
8. INDEMNIFICATION: AQUATRONICS shall indemnify and hold harmless
BIOCATALYTICA from any and all claims made or asserted with respect to the
manufacture, distribution and sale of any product utilizing the assigned patent
and shall indemnify BIOCATALYTICA for any and all costs and expenses including
but not limited to Attorneys' fees incurred by BIOCATALYTICA in defense of any
claims.
9. DEFAULT BY AQUATRONICS: AQUATRONICS agrees to assign and transfer to
BioCatalytica all of the rights transferred and assigned to AQUATRONICS or
acquired by AQUATRONICS pursuant to this agreement together with AQUATRONICS'
rights under any licensing agreement of technology subject to this agreement and
execute any and all documents required by the United States Patent Office to
effectuate such a transfer, upon the occurrence of any of the following events,
which shall be considered an event of default:
A. The failure of AQUATRONICS to pay BIOCATALYTICA all amounts due,
owing and required by Section One (1) of this agreement.
B. The cessation or abandonment of all business related to the patented
technology or the commencement and existence for more than 60 days, either
voluntarily or involuntarily of a case under Federal Bankruptcy laws or any
other applicable Federal or State Bankruptcy, insolvency or other similar law,
or the consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, or custodian of any substantial part of the
property of AQUATRONICS, or the filing of other such instrument for the benefit
of creditors.
11. NOTICE: All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or mailed by registered or certified mail, return receipt
requested, postage prepaid, to BIOCATALYTICA, INC. at the address listed on Page
1 hereof, Attention: Xxxxx Xxxxxxxxxxx, with copies to Xxxxxx X. Xxxxx, III,
Esquire, The Summit East-Suite 330, 000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxx
00000 and if to AQUATRONICS INDUSTRIES, INC., at the address listed on Page 1
hereof, Attention: Xxxxxx X. Xxxxxxxxx, or (c) Xxxxxxx X. Xxxxxx, 00000 X.000xx
Xxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000.
12. EFFECTIVE DATE: This agreement shall become effective as of the 23
rd day of March,2006, and shall continue in full force and effect so long as
United States Patent No.: US 0-000-000 B1 remains allowable and AQUATRONICS is
not in default of this Agreement.
13. COVENANTS: BIOCATALYTICA hereby covenants that it has full right to
convey the interest herein assigned and it has not executed and will not execute
any agreement in conflict herewith.
14. SUCCESSORS AND ASSIGNS: This agreement shall bind and inure to the
benefit of the Parties hereto and their successors, transferees, and assigns.
15. GOVERNING LAW: This agreement shall be governed by and construed in
accordance with the laws of the State of Rhode Island.
IN WITNESS WHEREOF: the parties hereto have caused this assignment to
be duly executed on the date first above written.
BIOCATALYTICA, INC.
By: /s/Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
President
State of Rhode Island
County of Providence
In Cranston in said County on the 23 rd day of March, 2006, before me
personally appeared Xxxxxxx Xxxxxx, President of BIOCATALYTICA, INC., to me
known and known by me to be the party executing the foregoing instrument on
behalf of said corporation and he acknowledged said instrument, by him executed
to be his free act and deed and the free act and deed of said corporation.
State of Rhode Island
County of Providence
In Cranston in said County on the 23 rd day of March, 2006, before me
personally appeared Xxxxxxx Xxxxxx, President of BIOCATALYTICA, INC., to me
known and known by me to be the party executing the foregoing instrument on
behalf of said corporation and he acknowledged said instrument, by him executed
to be his free act and deed and the free act and deed of said corporation.
/s/ Xxxxxx X.Xxxxxxx
---------------------------------
Notary Public
My Commission
Expires: 9/20/09
AQUATRONICS INDUSTRIES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, President
State of Rhode Island
County of Providence
In Cranston in said County on the 23rd day of March, 2006, before me
personally appeared Xxxxxx X. Xxxxxxxxx, President of AQUATRONICS INDUSTRIES,
INC., to me known and known by me to be the party executing the foregoing
instrument on behalf of said corporation and he acknowledged said instrument, by
him executed to be his free act and deed and the free act and deed of said
corporation.
/s/ Xxxxxx X. Xxxxxxx
----------------------
Notary Public
My Commission Expires:
9/20/09
