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:
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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.
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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.
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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), w
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