RESEARCH DEVELOPMENT & CONSULTING AGREEMENT
WITH LICENSE ANNEXED
NanoSignal Corporation, a Nevada
corporation having offices at West Sahara,
Suite 203, Las Vegas, NV ("Company"),
agrees to fund research to be performed by
the Stephen D. Cummins, an individual
Inventor, with offices at 12101-2 County
Line Road, Midland, GA 31820 ("Inventor);
Company and Inventor agree to the
following terms and conditions:
Research Project
1. The research project (the
"Project") shall be performed under the direction
of the Inventor
and conducted in substantial accordance with the proposal
entitled
"MEDICAL WASTE REMEDIATION PROCESS 2004 WITH ZERO ENVIRONMENTAL
IMPACT"
previously submitted to Company and attached hereto as Exhibit
"A".
2. The Project shall begin on
March 10, 2004 and end on March 10, 2005 at
12:01 a.m. Las
Vegas time, unless otherwise extended or terminated by the
parties,
pursuant to Section 16, below.
Payment
3. In support of the Project,
the Company shall pay to Inventor the sum of
10,000,000 S-8
shares of common stock and 10,000,000 shares of common stock
issued under
Rule 144, which shares shall be due and payable upon execution
of this
Agreement.
4. Written monthly progress
reports shall be required.
Inventor Obligations
5. Inventor shall make progress
reports to Company on at least a monthly
basis. Reports
must be written, and in the form as agreed upon by the
Inventor and
Company. Final results of the Project will be delivered in the
form of a
written report, which shall identify the methods used and the
results
obtained, including any discoveries made or innovations
developed
during the
course of the Project.
Parties Obligations
6. Inventor and Company agree
to use reasonable care to avoid the unauthorized
disclosure of
information which one or both parties consider to be
confidential.
"Confidential Information" shall be presented in written or
tangible form
(or reduced to such form within thirty [30] days) and clearly
identified in
writing as "confidential" at the time of disclosure.
Confidential
Information shall not include information which (a) was in the
receiving
party's possession prior to receipt of the disclosed
information;
(b) is or
becomes a matter of public knowledge through no fault of the
receiving party;
(c) is received from a third party without a duty of
confidentiality;
(d) is independently developed by the receiving party; (e)
is disclosed
under operation of law, provided that the disclosing party is
provided
reasonable notice and opportunity to contest the need for such
disclosure, or
to seek a protective order therefor. It is understood that
the Inventor is
subject to both federal and Nevada State law and
regulations
regarding the management of Confidential Information.
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Publication
7. INVENTOR reserves the right
to publish the results of research undertaken
by Inventor and
his personnel. However, Inventor shall provide Company with
a copy of any
proposed publication resulting from the Project at least
thirty (30) days
prior to submission for publication. Inventor shall, upon
Company's
request, delete or otherwise prevent the disclosure of
Confidential
Information id
