EXHIBIT
10.1
Wood to Ethanol
Research Consortium (WERC)
MEMBERSHIP
AGREEMENT
This Agreement is made
by and between North Carolina State University at Raleigh, NC
(hereinafter called “UNIVERSITY”) and Evolution
Resources, Inc., a Nevada Corporation (hereinafter called
“COMPANY”).
WHEREAS, the parties to
this Agreement intend to join together in a cooperative effort to
support a WOOD TO ETHANOL RESEARCH CONSORTIUM (hereinafter called
“CONSORTIUM”) at UNIVERSITY to continue the process
engineering analysis of a simplified Repurposed mill scheme; verify
critical information through comprehensive laboratory
experimentation; improve on the process and raw material
efficiencies and develop fundamental understanding and possible
solution of the low softwood hydrolysis efficiency. The Consortium
is proposed as a two year commitment by the project sponsors to
fund research as outlined in the attached proposal.
NOW, therefore, for the
mutual benefits and considerations each to the other, the parties
hereto agree to the following terms and conditions:
1.
CONSORTIUM
OPERATION
A.
CONSORTIUM will be a
fully integrated UNIVERSITY program administered by UNIVERSITY
through the Dept. of Wood and Paper Science, College of Natural
Resources and operated with the support of UNIVERSITY and members
of the CONSORTIUM (“MEMBERS”).
B.
CONSORTIUM will be
operated in accordance with the CONSORTIUM Bylaws, which are
incorporated herein by reference and which may be amended in
accordance with the provisions set forth in the Bylaws.
2.
MEMBERSHIP
A.
Membership in the
CONSORTIUM shall be open to all companies on an annual basis.
MEMBER agrees to join Consortium with the intention of remaining a
dues-paying member for at least two (2) years.
B.
COMPANY agrees to pay
nonrefundable annual membership dues of $25,000 for the period of
June 1, 2009 - May 31, 2010 and membership dues of $25,000 for the
period of June 1, 2010- May 31, 2011, which will be paid within 30
days of receiving NCSU Invoice thereby becoming a MEMBER entitled
to the privileges detailed in this Membership Agreement and the
CONSORTIUM’S Bylaws. Membership dues shall be made payable to
North Carolina State University . Payment should be sent to
Office of Contracts and Grants, 2701 Sullivan Drive, Administrative
Services III,
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Suite 240, Box. 7514,
Raleigh, NC 27695-7514, with reference to WERC MEMBER clearly
indicated.
C.
COMPANY may leave the
Consortium at any time with giving UNIVERSITY a 120 (hundred and
twenty) days written termination notice.
3.
PATENTS AND
COPYRIGHTS
A.
CONSORTIUM RESEARCH is
defined as research supported solely by membership dues and does
not include 1) research carried out under separate contract; 2)
supported by public funds; or 3) carried out independently by a
MEMBER.
B.
Title to any invention
or discovery made or conceived in the performance of CONSORTIUM
RESEARCH solely by a UNIVERSITY employee (“UNIVERSITY
INVENTION”) shall remain with the University, provided,
however, that the UNIVERSITY shall grant to each MEMBER whose
membership dues are not over-due on the date such Invention is made
a non-exclusive, royalty-free license for its internal research and
development use (but not to make, use, or sell products or
processes for commercial purposes) of such invention or discovery.
This license may be extended to MEMBER'S Affiliates without
additional charge, and there shall be no right to grant sublicenses
under this license.
If an invention or
discovery is made solely by an employee of MEMBER'S organization as
a direct result of such employee's participation in CONSORTIUM
RESEARCH (“MEMBER’S INVENTION”), the title to the
invention shall remain with the MEMBER, and the MEMBER shall grant
to the UNIVERSITY a non-exclusive, royalty-free license for use of
the invention or discovery for its own internal non-commercial
educational and research purposes.
Any invention or
discovery made or conceived in the performance of CONSORTIUM
RESEARCH jointly by employees of the UNIVERSITY and employees of
MEMBER shall be deemed a joint invention with both parties sharing
in the rights thereto according to U.S. patent law.
C.
UNIVERSITY INVENTIONS
resulting from CONSORTIUM RESEARCH shall be promptly disclosed to
MEMBERS by UNIVERSITY in writing on a confidential basis.
UNIVERSITY shall file for and prosecute patent applications on
behalf of CONSORTIUM if patent protection is desired. UNIVERSITY
shall consult with MEMBERS regarding the manner and extent of
filing and prosecuting the patent and its subsequent maintenance.
Each MEMBER shall have sixty (60) days from receipt of the
UNIVERSITY'S invention disclosure to notify UNIVERSITY of that
MEMBER'S interest in acquiring license rights beyond those provided
under Article 3. B. and willingness to support the cost of patent
filings. MEMBERS agreeing to share in the costs of patenting
such
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inventions shall have
certain rights and options as delineated in Articles 3. D. and E.
of this agreement.
D.
MEMBERS participating in
the costs of filing, prosecuting and maintaining a patent
application in respect of UNIVERSITY INVENTIONS ("PARTICIPATING
MEMBERS") shall have an option for a period of six (6) months after
filing of the patent application to acquire a royalty- bearing
license to make, have made, use and sell products or processes for
commercial purposes including the right to sublicense, said license
to be exclusive among those PARTICIPATING MEMBERS electing to
license the technology (hereinafter a "LIMITED EXCLUSIVE LICENSE")
and to be upon the same terms and conditions in respect of each of
them. The cost of filing, prosecution and maintenance of patent
applications shall be paid by the LIMITED EXCLUSIVE
LICENSEES.
E.
If no LIMITED EXCLUSIVE
LICENSE is granted under Article 3. D, then those PARTICIPATING
MEMBERS shall have a right to a non-exclusive, non-sublicensable,
non-transfera
