Exhibit 10.16
JOINT RESEARCH AGREEMENT ASSIGNMENT
AND NON-DISCLOSURE AGREEMENT
JOINT RESEARCH AGREEMENT
This Joint Research
Agreement ("JRA") is effective as of May 25, 2005 by
and between Nanolution, LLC ("Nanolution") and NaturalNano Inc.
("NaturalNano")
(also referred to herein as "the Parties").
The
parties have agreed to conduct and support joint research in the
field
of drug delivery utilizing naturally occurring halloysite
nanotechnologies ("the
Project"). This JRA covers the exchange of ideas and information as
well as the
performance of experimental, developmental, and/or research work
("the Work")
performed under the Project, and the ownership of confidential or
proprietary
information, including any intellectual property.
The term
of the Project shall be from May 25, 2005 and shall continue at
least until the desired drug delivery technology has been proven
commercially
viable, or until mutually terminated by both parties.
The Work
performed as a result of the Project shall be subject to this
JRA
regardless of where the Work is performed or by whom. In addition,
all
intellectual property, including but not limited to inventions,
conceptions,
ideas, know-how, discoveries, processes, machines, manufactures,
compositions of
matter, formulations, processes, biological material, biological
methods, or any
improvements thereof, whether or not patentable or suitable for
other form of
exclusive right or legal protection, conceived, made or derived
during the
course of Work within the Project under this JRA shall be owned by
and assigned
to the Parties as follows:
o
All medical uses and inventions that arise out of this JRA shall be
owned
by
Nanolution.
o
All purification processes for raw halloysite and all
non-medical
applications that arise out of this JRA shall be owned by
NaturalNano.
For: NANOLUTION, LLC
For: NATURALNANO INC.
By: /s/ John Lanzafame
By: /s/ Michael
Riedlinger
-----------------------------
-----------------------
Name: John Lanzafame
Name: Michael Riedlinger
Title: President
Title: President
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-2-
NON-DISCLOSURE AGREEMENT
The
Parties acknowledge that each owns certain CONFIDENTIAL
INFORMATION,
as defined herein, which might relate to the inventions,
conceptions, ideas,
know-how, discoveries, processes, machines, manufactures,
compositions of
matter, formulations, processes, biological material, biological
methods, or any
improvements thereof, whether or not patentable or suitable for
other form of
exclusive right or legal protection, conceived, made or derived
during the
course of Work within the Project under this JRA; and
The
Parties are willing to disclose to each other such necessary
CONFIDENTIAL INFORMATION provided each Party preserves the
confidential nature
of the other Party's INFORMATION and uses it solely for purposes of
this
Agreement.
The
Parties agree as follows:
1.
"CONFIDENTIAL INFORMATION" as used in this Agreement means all
technical or business information disclosed by one of the Parties
to another
pursuant to the JRA that is identified at
