Exhibit 10.2
ASSIGNMENT
(SUBLICENSE AGREEMENT)
THIS ASSIGNMENT ("Assignment") is made and entered into this 16th day
of March, 2006, by and between CLEAN WATER TECHNOLOGIES, INC., a Delaware
corporation ("Assignor"), and WATER TECHNOLOGY PARTNERS LLC, a Florida limited
liability company ("Assignee").
W I T N E S S E T H
WHEREAS, Assignor owns an exclusive license to use and market certain
technology developed by the University of South Florida, known as a method for
removing arsenic species from an aqueous liquid using modified zeolite material
as disclosed in U.S. patent applications 60/036, 704 and 90/016, 126 by inventor
Xx. Xxxxxx Xxxxxx (the "USF Technology"),
WHEREAS, Assignor and GSA Resources, Inc. ("GSA") entered into a
Sublicense Agreement dated October 12, 1999 (the "Sublicense Agreement"), a copy
of which is attached hereto as Exhibit A, wherein Assignor granted GSA an
exclusive sublicense to use and market the USF Technology,
WHEREAS, GSA sold and assigned all of its right, title and interest in
and to the Sublicense Agreement to Element 33, L.L.C., which, in turn, sold and
assigned all of its right, title and interest in and to the Sublicense Agreement
to International Water Purification Technologies, L.L.C. ("IWPT"), and
WHEREAS, Assignor possesses all right, title and interest in and to the
Sublicense Agreement with IWPT, and desires to sell, assign, and transfer the
Sublicense Agreement to Assignee, and Assignee desires to accept said sale,
assignment and transfer upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual convents and obligations
contained herein, the parties hereto agree as follows:
1. ASSIGNMENT. For $1.00 and other good consideration, receipt of which
is hereby acknowledged, Assignor hereby sells, assigns and transfers to
Assignee, and Assignee hereby purchases and accepts, any and all of Assignor's
right, title and interest in and to the Sublicense Agreement. The foregoing
sale, assignment and transfer is made without any recourse whatsoever
to Assignor and without any representations and warranties expressed or implied
of any nature whatsoever.
2. ASSUMPTION AND INDEMNIFICATION. Assignee agrees to assume and
faithfully observe and perform all of Assignor's covenants, agreements and
obligations under the Sublicense Agreement. Assignee further agrees to indemnify
and save Assignor harmless from any and all claims, demands, actions, causes of
action, suits, proceedings, damages, liabilities and costs and expenses of every
nature whatsoever arising from the Sublicense Agreement on or after the date
hereof.
3. ACKNOWLEDGMENTS. Assignee acknowledges that the Sublicense Agreement
is in full force and effect, that Assignor is not in default under or breach of
the Sublicense Agreement and has performed any and all of its obligations
thereunder through the date hereof, and that Assignor has the right to assign
the Sublicense Agreement.
4. CONSENT OF IWPT. Assignor and Assignee recognize and acknowledge
that the assignment of the Sublicense Agreement hereunder may require the
consent and approval of IWPT. In such event, Assignee will use its best efforts
to obtain such consent and approval and to cause IWPT to execute the Consent to
Assignment set forth below; provided, however, the failure to obtain such
consent shall not affect in any manner the rights and responsibilities of
Assignor and Assignee under this Assignment.
5. MODIFICATION OF SUBLICENSE AGREEMENT. Assignee agrees that, at all
times while Assignor is a party to the Sublicense Agreement, Assignee shall not
change, modify, or amend the Sublicense Agreement.
6. ASSIGNABILITY. Assignee may sell, assign, transfer or otherwise
convey any of its rights or delegate any of its duties under this Assignment
without the consent of Assignor.
7. AMENDMENT. This Assignment may be amended only by a written
instrument duly executed by both parties hereto.
8. BINDING EFFECT. This Assignment shall be binding upon the successors
and assigns of the parties. The parties shall execute and deliver such further
and additional instruments, agreements, and other documents as may be necessary
to carry out the provisions of this Assignment.
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9. GOVERNING LAW. This Assignment shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.
10. ENTIRE AGREEMENT. This Assignment supersedes all previous contracts and
understandings and constitutes the entire agreement between the parties. No oral
statements or prior writings not specifically incorporated herein shall be of
any force and effect and no changes in or additions to this Agreement shall be
recognized unless incorporated herein by amendment as provided herein.
11. EFFECTIVENESS. The effectiveness of this Assignment shall be subject to
and commence upon approval of the shareholders of Assignor of this Assignment
and the transactions contemplated herein.
12. COUNTERPARTS. The parties hereto may execute this Assignment in
counterparts, each of which, when executed and delivered by the parties hereto,
shall have the force and effect of an original. All such counterparts shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment
the day and year first above written.
WITNESS: CLEAN WATER TECHNOLOGIES, INC.,
a Delaware corporation
________________________ By: /s/ XXXXXXX XXXXXXXXX
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As: Chief Executive Officer
WATER TECHNOLOGY PARTNERS LLC,
a Florida limited liability
company
________________________ By: /s/ XXXXXX X. XXXXX
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As: President
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