Exhibit 10.16
JOINT RESEARCH AGREEMENT ASSIGNMENT
AND NON-DISCLOSURE AGREEMENT
JOINT RESEARCH AGREEMENT
This Joint Research Agreement ("JRA") is effective as of May 25, 2005 by
and between Nanolution, LLC ("Nanolution") and NaturalNano Inc. ("NaturalNano")
(also referred to herein as "the Parties").
The parties have agreed to conduct and support joint research in the field
of drug delivery utilizing naturally occurring halloysite nanotechnologies ("the
Project"). This JRA covers the exchange of ideas and information as well as the
performance of experimental, developmental, and/or research work ("the Work")
performed under the Project, and the ownership of confidential or proprietary
information, including any intellectual property.
The term of the Project shall be from May 25, 2005 and shall continue at
least until the desired drug delivery technology has been proven commercially
viable, or until mutually terminated by both parties.
The Work performed as a result of the Project shall be subject to this JRA
regardless of where the Work is performed or by whom. In addition, all
intellectual property, including but not limited to inventions, conceptions,
ideas, know-how, discoveries, processes, machines, manufactures, compositions of
matter, formulations, processes, biological material, biological methods, or any
improvements thereof, whether or not patentable or suitable for other form of
exclusive right or legal protection, conceived, made or derived during the
course of Work within the Project under this JRA shall be owned by and assigned
to the Parties as follows:
o All medical uses and inventions that arise out of this JRA shall be owned
by Nanolution.
o All purification processes for raw halloysite and all non-medical
applications that arise out of this JRA shall be owned by NaturalNano.
For: NANOLUTION, LLC For: NATURALNANO INC.
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx
Title: President Title: President
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NON-DISCLOSURE AGREEMENT
The Parties acknowledge that each owns certain CONFIDENTIAL INFORMATION,
as defined herein, which might relate to the inventions, conceptions, ideas,
know-how, discoveries, processes, machines, manufactures, compositions of
matter, formulations, processes, biological material, biological methods, or any
improvements thereof, whether or not patentable or suitable for other form of
exclusive right or legal protection, conceived, made or derived during the
course of Work within the Project under this JRA; and
The Parties are willing to disclose to each other such necessary
CONFIDENTIAL INFORMATION provided each Party preserves the confidential nature
of the other Party's INFORMATION and uses it solely for purposes of this
Agreement.
The Parties agree as follows:
1. "CONFIDENTIAL INFORMATION" as used in this Agreement means all
technical or business information disclosed by one of the Parties to another
pursuant to the JRA that is identified at the time of disclosure or within
thirty (30) days thereafter as being confidential and proprietary. No
information will be regarded as CONFIDENTIAL INFORMATION if the Party to which
it is disclosed can show by competent proof that such information
(a) was at the time of disclosure, or subsequently became, through
no fault of the receiving Party, known to the general public through publication
or otherwise; or
(b) was, subsequent to disclosure to a Party, lawfully and
independently received by that Party from a third party who had the right to
disclose it without restriction.
Specific aspects or details of CONFIDENTIAL INFORMATION shall not be
deemed to be within the public domain or in the possession of a Party merely
because the CONFIDENTIAL INFORMATION is embraced by general disclosures in the
public domain or in the possession of a Party. In addition, any combination of
CONFIDENTIAL INFORMATION shall not be considered in the public domain or in the
possession of a Party merely because individual elements thereof are in the
public domain or in the possession of that Party unless the combination and its
principles are in the public domain or in the possession of that Party.
2. Any Party, at its discretion, may disclose to another Party any
CONFIDENTIAL INFORMATION that the disclosing Party, in its reasonable judgment,
believes is sufficient to enable the receiving Party to arrive at conceptions,
ideas, innovations, discoveries, inventions, compositions, biological material,
biological methods, whether or not patentable or susceptible to any other form
of legal protection, during performance Under the XXX. Any Party may also cause
such disclosures to be made to the other Party on behalf of the disclosing Party
by third parties who are Under obligations of confidentiality to the disclosing
Party; such disclosures from third parties shall be deemed to be disclosures by
the disclosing Party.
3. In consideration of each and every disclosure of CONFIDENTIAL
INFORMATION, the Parties agree to:
(a) treat as confidential and to preserve the confidentiality of all
CONFIDENTIAL INFORMATION;
(b) use any and all CONFIDENTIAL INFORMATION solely in connection
with the performance of the XXX and for no other purpose;
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(c) make no disclosures of any CONFIDENTIAL INFORMATION to any party
other than officers and employees of a Party to this XXX;
(d) limit access to CONFIDENTIAL INFORMATION to those officers and
employees having a reasonable need for such INFORMATION and being boUnd by a
written obligation to maintain the confidentiality of such INFORMATION; and
(e) maintain in confidence any information regarding the nature or
scope of any transaction between the Parties, except to the extent such
information must be disclosed pursuant to law, and then only after notifying the
other Party of such requirement.
Any obligation imposed by this paragraph 3 may be waived in writing by a
Party as to particular CONFIDENTIAL INFORMATION and to a particular use or
disclosure. Any such waiver will have a one-time effect and will not apply to
any subsequent situation regardless of its similarity.
4. All CONFIDENTIAL INFORMATION will remain the property of the disclosing
Party and, upon request of the disclosing Party, the receiving Party shall
promptly return to the disclosing Party all CONFIDENTIAL INFORMATION, or any
part or reproduction thereof.
5. The obligations of each and every Party, and each employee and officer
of each Party Under this Agreement will expire five (5) years from the
termination of the JRA.
6. This Agreement is subject to the laws (excluding conflicts rules) of
the State of New York.
7. The terms and provisions of this Agreement will inure to the benefit of
the Parties, their respective successors and assigns and will be binding on said
successors and assigns. This paragraph notwithstanding, neither Party may
disclose any CONFIDENTIAL INFORMATION to any successor or assign absent prior
written consent of the disclosing Party.
8. The Parties understand and agree that no right or license under any
patent, patent application, or know-how is granted to any other Party or any
other person by this Agreement or by any disclosure of any CONFIDENTIAL
INFORMATION.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
written above.
For: NANOLUTION, LLC For: NATURALNANO INC.
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx
Title: President Title: President
