EXCLUSIVE LICENSE AGREEMENT
---------------------------
THIS
EXCLUSIVE LICENSE AGREEMENT (hereinafter
referred to as the "License
Agreement"), effective on October 12, 2005, by and
between WATAIRE INDUSTRIES,
INC. (the "Licensor"), and INTERNATIONAL DEVELOPMENT CORP.
(the "Licensee").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS,
the Licensor has developed and is the
owner of certain processes
and products relating to the
technology-based water generation and purification;
and
WHEREAS, the
Licensor is the owner of certain Patents, hereinafter defined,
on technology-based water generation and purification; and
WHEREAS,
Licensee desires to obtain the exclusive
right to distribute and
sell the aforesaid water generation and purification products in the
United
States of America, as set forth in this License Agreement; and
WHEREAS,
Licensor desires to grant to Licensee such
exclusive license, as
set forth in this License Agreement;
NOW,
THEREFORE,
in consideration of the mutual
covenants and obligations
hereinafter set forth and for other good
and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the
parties hereto agree as
follows:
ARTICLE I
---------
DEFINITIONS
-----------
Each
of the following terms shall, wherever found in this License
Agreement, be used and understood in accordance with the corresponding
definition below:
1.1 "Territory" shall mean the United States of America.
1.2 "Water Generation and Purification
Technology" shall mean any product
developed by Licensor, or with the assistance
or at the direction of Licensor,
whether developed prior to or subsequent to the
Effective Date of this License
Agreement, including any process for water generation and purification,
any
equipment for generating or purifying water, and any apparatus and
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methods which may be used by the Licensor in its
business of water generation
and purification.
1.3 "Patents" shall mean any patents and patent applications on
Water
Generation and Purification Technology and/or any divisions,
continuations-in-part, applications or reissues thereof, and all
United States
and Foreign Letters Patents issued upon any such patent applications.
1.4 "Know-How" and "Information" shall
mean all of the technical know-how,
information, processes, formulas, and preparation and usage information on
materials and sources thereof, directly or
indirectly related to the production
process for the Licensed Products, including without
limitation, mechanical,
chemical, engineering, and other scientific and practical information and
formulas, and technical information such as clinical data, drawings,
specifications, notes, models, records, and other writings; all
such Know-How
and Information shall be used or practiced or be capable of being used or
practiced for the development and use of the
Water Generation and Purification
Technology and/or any Improvements thereon.
1.5 "Improvement" shall mean any modifications or changes to the
Water
Generation and Purification Technology.
1.6 "Licensed Products" shall mean all products of manufacture which
embody, employ, or include the Water
Generation and Purification Technology, and
all parts and components thereof; provided that Licensed Products shall
specifically not include services performed in association with the Water
Generation and Purification Technology. Any of
such Licensed Products may also
be referred to individually and shall be termed "Licensed Product".
1.7 "Effective
Date" shall mean October 12, 2005, which is the day on which
this License Agreement shall become effective.
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ARTICLE II
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GRANT OF
EXCLUSIVE LICENSE
--------------------------
2.1 Licensor grants to Licensee a perpetual, exclusive license to
distribute the Licensed Product and, subject to the terms of Article V,
the
Improvements ("License") throughout the Territory.
2.2 The License granted herein shall
specifically include the right of the
Licensee to grant sublicenses to others throughout the Territory;
provided
however, that any sublicense granted by
Licensee shall not be inconsistent with
the terms of this License Agreement.
ARTICLE III
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ASSISTANCE BY LICENSOR
----------------------
3.1 Within ten (10) days after execution of this License Agreement,
Licensor shall supply to Licensee, at Licensee's
principal office in Buffalo,
New York without expense to Licensee, all materials, know-how and
written
information related to the Water Generation and Purification
Technology not
previously delivered.
3.2 For a period of six months after the
Effective Date hereof, Licensor
shall use its best efforts to develop and assist Licensee in developing
effective marketing techniques for Licensed Products.
ARTICLE IV
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CONSIDERATION
-------------
4.1 Licensee agrees to issue to Licensor 15,000,000 shares of the
Licensee's Series C preferred stock, par value $0.001 per share, on the
Effective Date of this License Agreement in
consideration of the License granted
in Paragraph 2.1.
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ARTICLE V
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IMPROVEMENTS
------------
5.1 Licensor and Licensee agree that they shall
keep each other mutually
informed of any Improvements of which they become aware,
whether they become
aware of such Improvements through their own efforts or efforts of third
parties. Licensor and Licensee shall inform one another of the nature and
substance thereof within ninety (90) days following awareness of such
Improvements.
5.2 Licensor hereby grants Licensee an exclusive license
throughout the
Territory under any Improvements of which
Licensor becomes the owner pursuant to
this Article V without any additional
cost, the obligation of payment as stated
in Article IV shall be acknowledged as
adequate consideration for the license of
such Improvements.
5.3 Licensor and Licensee agree to execute any
documents or papers deemed
necessary to effectuate the intent of this
Article V and further to execute such
documents or papers as may be necessary for the
prosecution of any patents or
applications for patents covering the
Improvements. All expenses with respect to
such assignments or patent applications
shall be borne by the party making such
request and prosecuting such application.
ARTICLE VI
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DUTIES OF LICENSEE
------------------
6.1 Licensee agrees to use its best efforts to
distribute and market the
Licensed Product during the term of this License Agreement.
ARTICLE VII
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CONFIDENTIALITY
---------------
7.1 Licensor and Licensee mutually agree to hold in confidence the
Information disclosed by Licensor to Licensee pursuant to the perpetual
exclusive License of Paragraph 2.1. Both parties
further agree that disclosure
of such Know-How and Information to third parties may
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be made only with the written consent of the
party not making the disclosure.
The provisions of this Paragraph 7.1 shall not be
applicable with respect to
Licensee as to such of the Know-How and Information as:
(a) is, or shall have
been in the possession of Licensee prior to the
first
disclosure
by Licensor thereof to Licensee of any information
regarding
the Water Generation and Purification
