|
Exhibit
10.48
License
Agreement
This
License AGREEMENT is made and entered into as of the
1 st day of
February, 2008, by and between:
The Onix
Corporation, an Ohio corporation having a place of business at 4140
Tuller Drive, Suite 101, Dublin, Ohio, 43017 (the
“LICENSOR”); and
Global Green Solutions Inc., a Nevada corporation
having its registered office at 789 West Pender Street, Suite 1010,
Vancouver, British Columbia, Canada (the
“LICENSEE”).
1.0
Recitals
The
LICENSOR owns the right and title to the INVENTION(S).
The LICENSOR is
skilled in the engineering related to the INVENTION(S) and is
engaged in the continuous development of inventions and
improvements having to do with the INVENTIONS(S).
The LICENSOR and
LICENSEE are both equity-holding joint venture partners in a joint
venture entity, Global Greensteam, L.L.C., a California company
(“GGS”), with current and ongoing financing
obligations.
The LICENSEE
desires to obtain a license in LICENSED PRODUCTS related to the
INVENTION(S), to have continuing access to the LICENSOR’s
technical know-how and development, and to utilize the engineering
skills of the LICENSOR.
The LICENSOR
desires to be relieved of its financing obligations to
GGS.
The LICENSOR is
willing to grant such a license on terms and conditions recited
below.
In consideration of
the above-stated premises and the mutual promises and covenants
contained in this AGREEMENT, the PARTIES agree as follows:
2.0
Definitions
Each of
the following terms shall, whenever found in this AGREEMENT, be
used and understood in accordance with the corresponding
definitions below:
“AFFILIATE”
means an entity that, directly or indirectly, through one of more
intermediaries, CONTROLS or is CONTROLLED by, or is under common
CONTROL with, another entity.
“CONTROL”
and its derivatives mean any of the following:
1
|
* |
the ownership
(directly or indirectly through one or more intermediaries) of
fifty percent (50%) or more of the issued and outstanding capital
or partnership interests of an entity; |
| |
|
* |
the ability
(directly or indirectly through one or more intermediaries) to
designate or cause the designation of fifty percent(50%)or more of
the directors of an entity, regardless of whether such ability is
exercised; |
| |
|
* |
the ability
(directly or indirectly through one or more intermediaries) to
designate or cause the designation of the managing director,
general manager, or chief executive officer (regardless of actual
title) of an entity, regardless of whether such ability is
exercised; or |
| |
|
* |
the possession of
power (directly or indirectly through one or more intermediaries)
to direct or cause the direction of the management and policies of
an entity, whether though the ownership of voting securities, by
contract, or otherwise, and regardless of whether such power is
exercised. |
“FIELD OF
USE” means applications related to steam
generation.
“INVENTION(S)”
shall mean alternative fuel burners, kits, or parts thereof or
other inventions described in at least the LICENSED PATENT
APPLICATION(S).
“LICENSED
PATENT APPLICATION(S)” shall mean:
|
* |
United States
and/or foreign patent applications(s), disclosure documents, or
intellectual property owned or controlled (in the sense of having
the right to grant a license) by the LICENSOR for inventions
relating to alternative fuel burner devices and systems as
described in at least pending U.S. Patent Application No.
11/959,714, entitled “Alternative Fuel Burner with Plural
Injection Ports,” filed December 19,2007. |
| |
|
* |
Any patent
applications that claim priority thereto including all divisionals,
continuations, continuations-in-part, extensions, renewals,
patents-of-addition, or supplementary protection certificates;
and |
| |
|
* |
Any resulting
issued patents, reissues, revivals, reexamination, or equivalents
thereof. |
| |
“LICENSED
PRODUCTS” means: (1) INVENTIONS; (2) rotary drum dryer
devices and systems embodied in at least the LICENSOR’S
product numbers ONL-132 and ONL-150; and (3) any ancillary products
related thereto.
“PARTIES”
collectively or “PARTY” individually means the LICENSOR
and/or the LICENSEE.
“PROJECT”
means project for which LICENSEE is the project developer and/or
operator with an equity interest.
2
“TECHNICAL
INFORMATION” shall mean inventions and improvements, trade
secrets, data, plans, specifications, know-how, operating
experience, and other information relating to or useful in the
design, erection, construction, operation, maintenance, expansion,
and repair of the LICENSED PRODUCTS, and specifically including,
but not limited to, the LICENSOR’s technical and/or
engineering drawings relating to the LICENSED PRODUCTS.
“TERRITORY”
means worldwide.
3.0
Grant of License
The LICENSOR hereby
grants unto the LICENSEE and its AFFILIATES an exclusive license
throughout the TERRITORY in and to the INVENTION(S), the LICENSED
PATENT APPLICATION(S), and the TECHNICAL INFORMATION to
manufacture, use, sell, repair, and service the LICENSED PRODUCTS
for/to PROJECTS and PROJECT legal entities in the FIELD OF
USE.
The licensed rights
of use, repair, and service of the LICENSED PRODUCTS are
sublicensable and/or transferable to one or more PROJECT legal
entities. No other rights granted are transferable without the
prior written consent of the LICENSOR, which shall not be
unreasonably withheld.
The LICENSOR shall
be able to freely transfer, assign, and/pr sublicense all or any
portion of its rights under this AGREEMENT.
The LICENSOR does
not grant or imply to grant any other, further, or different
license.
Except as expressly
provided in this AGREEMENT, the LICENSOR does not grant or imply to
grant any transfer of right or title in and to the INVENTION(S) or
the LICENSED PATENT APPLICATION(S) to the LICENSEE.
The LICENSOR
covenants that it and its heirs, legal representatives, assigns,
administrators, and executors will, at the expense of the LICENSOR,
its successors, and its assigns, execute all papers and perform
such other acts as may be reasonably necessary to give the
LICENSEE, its successors, and its assigns the full benefit of this
AGREEMENT.
4.0
Payment
The
LICENSEE agrees to relieve the LICENSOR of its financing
obligations to GGS relating to the LICENSOR’s 5% equity
interest in GGS and the LICENSOR agrees to permanently transfer
ownership of it’s equity in GGS to the LICENSEE, transferable
upon the execution of this AGREEMENT. LICENSOR also agrees to forgo
all entitlement to any shares of the LICENSEE as originally
contemplated under any and all agreements made in connection with
GGS.
3
No other payments
are due under the grant of this license.
5.0
Confidentiality
Any
information acquired by any of the PARTIES in the course of this
AGREEMENT regarding the affairs and business of the PARTIES and
their affiliates shall, during the TERM of the AGREEMENT and for 10
years thereafter, be treated as confidential and shall not be
disclosed without the prior consent of the PARTIES, except for the
information that:
- at
the time of the disclosure or thereafter is generally available to
and known by the public (other than as a
result of its disclosure by the receiving PARTY), unless the
information consists of a
compilation of information that, despite the individual components
of information being
generally available to and known by the public, is not itself
generally available to and
known by the public;
- was
available to a receiving PARTY hereto on a non-confidential basis
prior to disclosure by the disclosing
PARTY; or
- becomes available
to a receiving PARTY hereto on a non-confidential basis from a
person who is not
otherwise bound by a confidentiality agreement with the disclosing
PARTY, or is not otherwise
prohibited from transmitting the information to the receiving
PARTY.
If a PARTY is
required by law to disclose all or any part of such information,
such PARTY agrees to:
- immediately notify
the other PARTIES of the existence, terms, and circumstances
surrounding such a
request; and
- exercise its
commercially reasonable best efforts to obtain an order or other
reliable assurance that
confidential treatment will be accorded to such portion of the
information required to be
disclosed.
Information to be
treated as confidential under this AGREEMENT shall include, but not
be limited to, information regarding the INVENTION(S), the PARTIES'
customer lists, unpublished designs, marketing and business plans,
telemarketing and other unique sales techniques, and sources of
supply.
This duty of
confidentiality pertains to the PARTIES, directors, officers,
employees, agents, and representatives, if any.
The PARTIES and
their directors, officers, employees, agents, and representatives
shall take reasonable steps to minimize the risk of disclosure of
confidential information by at least ensuring that only persons
(including directors, officers, and other principal executives)
whose duties
4
require them to
possess any such information, and their profession advisors, shall
have access to the confidential information, and will be instructed
to keep the same as confidential.
6.0
Liability and Duties
The
LICENSOR and the LICENSEE each acknowledges and represents to the
other that neither shall incur any liability on be
|
