Exhibit 10.2
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:
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All medical
uses and inventions that arise out of this JRA shall be owned by
Nanolution.
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All
purification processes for raw halloysite and all non-medical
applications that arise out of this JRA shall be owned by
NaturalNano.
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For:
NANOLUTION, LLC
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For:
NATURALNANO INC.
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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 the time of disclosure or within thir
