LICENSE AGREEMENT

1.1.

"Affiliates" means, with respect to any Party, any company controlling, controlled by, or under the common control with such Party during the Term.

1.2.

"Field" means the field of processing plastic and rubber from shredder residue.

1.3. 

"Improvements" means any inventions (including, without limitation, independently patentable inventions), discoveries and know-how related to enhancements, modifications, improvements, additions, refinement of or to and other derivative works to the Method or produced Using the Method that are developed or invented by either Party or its Affiliates or jointly by the Parties.

1.6.

"License Year" means a twelve-month period beginning on the Effective Date or on an anniversary of the Effective Date, so long as there has been no License Termination. The last License Year will end on License Termination.

1.12.

"Technology" means the Patents, Method, any Improvement developed or controlled by Ergonomy, and the know-bow of Ergonomy relating to the Use of the Method or any Improvement.

2.1.

Ergonomy hereby grants to Company an exclusive royalty-bearing right and license (with the right to grant sublicenses as providedin Paragraph 2.6) to Use the Technology in the Field in the Location until License Termination for each of the following: (a) to develop, make, have made, use, lease, offer for sale, sell, have sold, import, export, and market Products, and (b) to develop Improvements.

3.1.

Company shall own and retain all right, title and interest in and to any and all Improvements made by Company, including but not limited to the right to file for intellectual property protection.

Company shall deliver to Ergonomy on or before May 26, 2010, a business plan describing Company's proposed Use of the Technology and proposed development and marketing of Products and shall provide similar reports to Ergonomy on or before December 31 of each year or corresponding with the start of Company's fiscal year until License Termination. Such business plansshall not create any obligation on the part of Company actually to accomplish any of the results or objectives specified in such plans. ; provided that Company makes a diligent, good faith effort to do so.

5.2.

In each License Year, after the plant starts production, the Company shall pay to Ergonomy the greater of the sum of the royalty per pound of Royalty-Bearing Residue times the royalty rate set forth above or the minimum royalty set forth below:

5.3.

All payments due hereunder shall be paid in full, without deduction of taxes or other fees which may be imposed on Company by any government (which taxes and fees, as between Ergonomy and Company, shall be paid by Company).

7.2.

Company shall use commercially reasonable efforts to apply for, prosecute the applications for, obtain prompt issuance of, and, to the extent legally possible, maintain the Patents in the United States and other countries listed in the Appendix A hereto. Company may choose to extend the patent coverage beyond the countries listed in Appendix A. Appendix A may be amended by written agreement of both parties. Company shall also have the right, but not the obligation, to seek patent protection in countries other than those listed on the Appendix A, in which event the patent applications filed in, and the patents issued by, those countries shall he Patents under this Agreement and the term "Location" shall be expanded to include such countries for all purposes of this Agreement. T he prosecution, filing and maintenance of the Patents shall be the responsibility of Company. Company shall consult with Ergonomy concerning each document proposed to be submitted to a government patenting agency prior to its submission and shall provide to Ergonomy copies of all documents submitted to or received from any such agency. Company may abandon the prosecution or maintenance of any Patent if it determines in its reasonable discretion that it would be unsuccessful despite its diligent, commercially reasonable efforts If Company properly determines to abandon any Patent, it will notify Ergonomy, and in such event Ergonomy will have the right to continue such prosecution or maintenance at its own expense.

8.1.

Until License Termination, each Party shall inform the other in writing of (a) any infringement of the Patents by a third party, promptly upon becoming aware of such infringement, and (b) any claim that the Technology or any exercise or practice of the Technology infringes the right of any third party, promptly upon becoming aware of the claim.

9.1.

Each of Ergonomy and Company (the"Receiving Party') shall keep strictly confidential any confidential information disclosed by the other Party (the "Disclosing Party') or otherwise made available to the Receiving Party concerning the Technology, Patents, either Party's performance of this Agreement or otherwise concerning the business, operations, trade secrets, or other proprietary information of the Disclosin g Party (whether in written media or otherwise) ("Confidential Information"), using at least the same degree of care that it uses to protect its own confidential or proprietary information but not less than a reasonable degree of care. "Confidential Information" does not include information:

 

9.1.1. that is or becomes generally available to the public other than as a result of disclosure of it by the Receiving Party;

 

9.1.2. that is lawfully received by the Receiving Party on a nonconfidential basis from a third party that is not itself under any obligation of confidentiality or nondisclosure to the Disclosing Party;

 

9.1.3. that by written evidence can be shown by the Receiving Party to have been independently developed by the Receiving Party; or

 

9.1.4. which the Receiving Party establishes by competent proof was in its possession at the time of disclosure by the Disclosing Party and was not acquired, directly or indirectly from the Disclosing Party.

9.3.

The Receiving Party shall use Confidential Information solely for the purposes of this Agreement and the transactions contemplated by it and shall not disclose or disseminate any Confidential Information to any Person at any time, except for disclosure to those of its directors, officers, employees, accountants, attorneys, advisers and agents whose duties reasonably require them to have access to Confidential Information, and who agree in writing to maintain the confidentiality of the Confidential Information to the same extent as if they were Parties to this Agreement

9.4.

The foregoing confidentiality and nondisclosure obligations do not apply to information that is required to be publicly disclosed by law or by regulation; provided, however, that, in such event, the Receiving Party provides the Disclosing Party with prompt advance notice of any disclosure so that the Disclosing Party has the opportunity to seek a protective order or other appropriate remedy.

9.5 

The confidentiality and nondisclosure obligations of this Articlewill survive the expiration or termination of this Agreement for a period of five years.

10.3.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ERG-ONOMY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (A) MAKE NO REPRESENTATION TO COMPANY RELATING TO THIS AGREEMENT, THE TECHNOLOGY, OR THE PATENTS, AND (B) EXTEND NO WARRANTY OF ANY KIND TO COMPANY OR ITS SUBLICENCEES, WHETHEREXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF (i) MERCHANTABILITY, (ii) FITNESS FOR A PARTICULAR PURPOSE, (iii) VALIDITY OF PATENT CLAIMS ISSUED OR PENDING, OR (iv) ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY ERGONOMY THAT THE PRACTICE BY COMPANY OF THE TECHNOLOGY SHALL NOT INFRINGE THE PATENTS OF ANY THIRD PARTY.

11.1.

Neither Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld. The foregoing notwithstanding, either Party, by written notice to the other Party, may assign its rights and obligations under this Agreement to an acquirer of all or substantially all the assets of the Party whether by merger, transfer of assets, or other transaction. In the case of such an assignment, the assigning Party shall have no further obligation under this Agreement other than to perform fully all the obligations of such Party under this Agreement that arose prior to the assignment. Any attempted assignment in violation of this Article shall be void.

12.1.

Unless terminated sooner, the term of this Agreement shall be from the date first written above until the date that is the last to occur of (a) twenty (20) years or (b) the expiration of the last Patents ("Term").

12.3.

Upon any material breach or default of this Agreement by Company, Ergonomy shall have the right to terminate the Agreement effective on thirty (30) days' notice to Company. Such termination shall become automatically effective unless Company shall have cured the material breach or default prior to the expiration of the thirty (30) day period, provided, however, that such ninety (90) day period shall be extended so long as Company has promptly commenced and is continuing to make diligent, good faith efforts to effect a cure and such efforts are reasonably likely to effect a cure within a reasonable time. Nothing in this Paragraph 12.3 shall prevent or delay an immediate termination under Paragraph 12.2.

14.3.

The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under applicable law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

14.4.

The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other Party.

1.  

United States Patent(s) Application : 61/198,071, Method of removing contaminants from hard surfaces.

2.  

Location: United States, Canada, and additional jurisdictions in which patents are to be filed, prosecuted and maintained pursuant to Article 7: