EXHIBIT 10.1
EXCLUSIVE LICENSE
AGREEMENT
THIS EXCLUSIVE
LICENSE AGREEMENT dated as of September 14, 2009 (this
“Agreement” ), by and between GLOBAL
TECHNOLOGIES GROUP, INC. (“ Global ”) and
ANASAZI CAPITAL CORP. a Florida corporation (“
ACP ”).
WHEREAS, Global
is the owner of an exclusive license for North, South, Central
America, Canada and Russia, the MBS Process (as hereinafter
defined), a patented hazardous heavy metal remediation
process;
WHEREAS,
ACP wishes to purchase, and Global desires to
grant ACP, an exclusive sub license for the country of Mexico of
the MBS Process for remediating Brownfield and Redevelopment Sites
(as hereinafter defined) and may or may not, in conjunction with
associate developers, states, cities or towns develop and operate
such Brownfield and Redevelopment Sites for industrial, commercial,
residential, recreational or other productive uses; and
WHEREAS, ACP desires to have Global
provide expertise for all remediation work, including remediation
of heavy metal pollution in soils and other untreated wastes, in
the Brownfield and Redevelopment Sites by the use of the MBS
Process, and Global desires to do so;
NOW, THEREFORE, in consideration of the mutual
promises and undertakings herein set forth, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Global and ACP hereby agree as
follows:
For all
purposes of this Agreement, the following terms shall have the
meanings specified below:
“
Contaminated Site ”: a site contaminated
with hazardous heavy metals and may also be contaminated with
low-level radioactive waste and may be a Superfund Site.
“
Brownfield ”: any real estate site, which
may or may not be, designated by the local or other governmental
authorities as a “Brownfield Site” otherwise suitable
for commercial, residential or other for-profit productive use but
which, due to the presence or suspected presence at such site of
heavy metal contaminants in the soil, is currently either not being
utilized at all, or is being underutilized, for commercial or other
productive use.
“ Superfund Site
”: any site determined by the U.S. Environmental
Protection Agency to be
contaminated to such a degree that it constitutes a health hazard
to the
local community and environment, and which has accordingly been
registered on the National
Priorities List, which is available for purchases and
development.
“
Redevelopment Site ”: any project involving
the remediation of a Contaminated Site and the development and
operation of such Contaminated Site or industrial, commercial,
residential, recreational or other productive use which are owned
by ACP.
“
MBS Patents ”: (i) the U.S. and foreign
patents listed on Exhibit A hereto; (ii) any patents
which shall issue on any of the patents listed on Exhibit
A hereto or on any improvements thereof, and any reissues,
reexamination, renewals or extensions thereof; (iii) any
divisional, continuation or continuation-in-part patent which shall
be based on the patents described in Exhibit A ; and
(iv) patents and patent corresponding to each of the
above-described patents which shall subsequently issue are issued,
filed, or to be filed in any foreign country, any patents which
shall subsequently issue thereof, and any renewals, divisions,
reissues, continuations or extensions thereof. “ U.S.
Patent Office ”: the United States Patent and Trademark
Office.
“ MBS
Process ”: Global’s long term heavy
metal soil remediation process, for which patent have been issued
as listed on Exhibit A hereto, to stabilize by the
addition of proprietary non-hazardous reagents to the contaminated
materials under increased moisture conditions in order to convert
such contaminated materials into an insoluble, stable,
non-hazardous metal sulfide, together with any improvement,
enhancement or expansion of such long term heavy metal soil
remediation process.
2. RIGHTS GRANTED BY GLOBAL TO
ACP
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Global hereby
grants ACP and ACP hereby accepts from Global, an
exclusive sub license under the MBS Patents to use the MBS Process
for the purpose of remediating Brownfield and Redevelopment Sites
for the country of Mexico.
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3. COMPENSATION FOR RIGHTS
GRANTED
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Global shall
receive the following compensation from ACP for the rights
granted by Global hereunder:
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A payment of
$1,250,000 U.S. at the closing hereunder to be paid in the form of
a Certified check or other form of compensation that Global deems
acceptable and a minimum annual royalty payment of $150,000 per
annum, payable semiannually in the amount of $75,000, provided that
the first payment thereof shall be prorated for the period through
December 31, 2009. In the event of non payment of the above
mentioned royalties, ACP shall have 10 days to cure this default or
this license granted will become null and void. See Section 5.1 (i)
below.
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All MBS
Chemicals must be purchased exclusively from Global unless
otherwise agreed to in writing by Global.
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Should
ACP purchase and sell or purchase and develop the Brownfield
or Redevelopment property after remediation, Global will receive a
1% royalty of the sales price. Should ACP , its officers,
partners or affiliates participate in ownership in any way with the
development of the property after the sale of the property Global
must receive its 1% royalty of the total development
cost.
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Global will
provide all in-house technical expertise as required for free.
ACP will pay for all out-of-pocket expenses associated with
site visits and other travel such as air fare, hotels, meals and
ground transportation.
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The rights
granted to ACP hereunder may not be sublicensed or
transferred without the prior written consent of Global.
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5. REPRESENTATIONS AND
WARRANTIES
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Global
represents and warrants and covenants and agrees that:
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It is the sole
owner of the exclusive rights granted to it under license to the
MBS Patents and the MBS Process for North, South, Central America
and Russia and that it has the full and unrestricted
right and power to grant the sub licenses granted herein and that
it knows of no prior art or other information which would
invalidate the MBS Patents;
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The execution,
delivery and performance of this Agreement has been duly authorized
by all necessary corporate action on the part of Global (no consent
of its shareholders or any trustee or holder of any debt or other
obligation of Global being required); such execution, delivery and
performance by Global will not violate any indenture, agreement,
contract, commitment, judgment, decree, order or legal restriction
binding upon it or to which it is a party; and this Agreement has
been duly executed and delivered by Global and constitutes the
legal, valid and binding obligation of Global;
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It has the
exclusive license for the patents listed on Exhibit A
to this Agreement with the governmental authorities specified on
such Exhibit A ;
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Global has not
licensed the MBS Process to any other party, and except in
connection with remediation work being performed by or to be
performed by Global in connection with contracted or negotiated
remediation projects involving Global existing on the date hereof,
Global has not agreed that any other person may use the MBS
Process;
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To the best
knowledge of Global, the grant to ACP of the licenses
granted herein does not infringe any rights of any third party;
and
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There are no
claims or actions asserting infringement with respect to the MBS
Patents or the MBS Process pending or, to the best knowledge of
Global, threatened against Global in the territories mentioned in
the agreement.
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Global will (a)
take all actions necessary to prosecute the patent listed in
Exhibit A to issue and (b) diligently seek patent
protection under U.S. and foreign laws for the patenting of the
MBS
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If Global fails
to deliver or manufacture the MBS materials needed for the MBS
process, ACP will be granted with the right for the
manufacture of these materials as long as ACP orders
chemicals from Global in a timely manner and meets the accepted
payment terms. Should ACP manufacture the MBS chemicals,
ACP must pay Global
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