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TECHNOLOGY COOPERATIVE AGREEMENT

Cooperation Agreement

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This Cooperation Agreement involves

THERMOENERGY CORP | CASTion Corporation

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Title: TECHNOLOGY COOPERATIVE AGREEMENT
Governing Law: Massachusetts     Date: 4/17/2006

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Exhibit 10.15

TECHNOLOGY COOPERATIVE AGREEMENT

 

 

This Technology Cooperative Agreement (this “Agreement”) is made effective as of March 24, 2006 (the “Effective Date”) by and between CASTion Corporation, a corporation organized and existing under the laws of Commonwealth of Massachusetts, having a principal address at 10 New Bond Street, Worcester, Massachusetts 01606 USA (“CASTion”) and ThermoEnergy Corporation, a corporation organized and existing under the laws of the State of Arkansas, having a principal address at 124 W. Capital Avenue, Suite 880, Little Rock, AR 72201 (“ThermoEnergy”).

 

WHEREAS, ThermoEnergy owns the exclusive worldwide rights to a certain patented ion exchange technology called the Ammonia Recovery Process (ARP) which it currently markets to municipal and industrial clients worldwide, and possesses proprietary engineering know-how and trade secrets related to the ARP technology (collectively, the “ThermoEnergy Technology”);

 

WHEREAS, CASTion owns certain patent-pending R-Cast™ brand technology and possesses proprietary engineering know-how and trade secrets (collectively, the “CASTion Technology”);

 

WHEREAS, ThermoEnergy is looking for new ways to increase market share either through optimization of existing technology or finding new water treatment technologies to offer its clients;

 

WHEREAS, ThermoEnergy and CASTion have determined that combining the ThermoEnergy Technology with the CASTion Technology (each independently a “System,” and each combination a “Combined System”) offers operational and economic advantages for certain potential clients greater than that of each System independently, and that CASTion has the ability to design, engineer and construct the System and Combined System;

 

WHEREAS, ThermoEnergy and CASTion desire to enter into this Technology Cooperative Agreement whereby CASTion will supply the ThermoEnergy Technology, the CASTion Technology and the Combined System to ThermoEnergy to enable it to market to potential clients worldwide the Combined System on an exclusive basis, and the CASTion System on a non-exclusive basis;

 

NOW, THEREFORE, for and in consideration of the promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which it is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

 

1.

Systems Supply. ThermoEnergy shall fulfill all commercial contracts by purchasing either a System or a Combined System exclusively from CASTion subject to the terms and specifications set forth in a System Purchase Agreement (the “System Purchase Agreement”), which the parties shall negotiate in good faith for execution prior to the date on which CASTion accepts the purchase order to which said System Purchase Agreement shall be attached.

 

 



 

2.

License to Construct and Fabricate. ThermoEnergy grants to CASTion, subject to the terms set forth in this Agreement, the right to construct and fabricate the ThermoEnergy Technology for the purpose of integrating it into the Combined System for sale to ThermoEnergy. ThermoEnergy represents and warrants that it shall provide to CASTion all information relating to the ThermoEnerngy Technology required by CASTion to perform its obligations under this Agreement.

 

3.

License to Recall. CASTion grants ThermoEnergy, subject to the terms set forth in this Agreement, an exclusive, nontransferable (except as provided in Section 7 herein), worldwide right and license, for the limited term specified in this Agreement, to use, demonstrate, and sell the Combined System, describe herein as supplied to it by CASTion, and a non-exclusive, nontransferable (except as provided in Section 7 herein), worldwide right and license, for the limited term specified in this Agreement, to use, demonstrate, and sell the CASTion System, described herein as supplied to it by CASTion.

 

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