INSITUFORM OF NORTH AMERICA, INC.
c/o Schulman Berlin & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
August 4, 1980
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Gentlemen:
We would like to confirm our Agreement reached with you relating to
potential licensees of the Insituform Patents and Technology in the United
States.
You have undertaken to form SAW Associates, a Limited partnership which
will seek out potential Licensees for the Insituform Process who appear to meet
our requirements for Insituform Licensees in the United States.
We retain the absolute right to determine whether we wish to grant a
license to any potential licensee that you may introduce and to determine the
size and territory and terms and conditions on which we may decide to grant a
license.
If we do decide to grant an Insituform License to a licensee introduced
by you to us we agree that you will be compensated for your efforts in effecting
the introduction as follows:
(a) During the first 24 months of his license, you will be
entitled to a payment equivalent to 1% of the total contract
value of all contracts involving the use of the Insituform
Process, as determined by us and undertaken by the Licensee
that you have introduced.
(b) You will be entitled to a payment equivalent to 1/2 of 1% of
the total contract value of all contracts involving the use of
the Insituform Process as determined by us and undertaken by
the Licensee that you have introduced during the period from
the commencement of the 25th month of the License period until
the License ends through effluxion of time or is terminated
earlier.
All payments to you as set out above will be made to the limited partnership
when we have received the appropriate royalty return and payment from the
Licensee for the royalty period concerned.
If we decide not to grant a License to a potential Licensee introduced
by you, you shall not be entitled to any compensation whatsoever for effecting
such introduction. Furthermore we are not obligated to provide any reasons why
we may decide not to grant a License to a potential Licensee introduced by you.
You have further agreed to provide a training program to instruct
potential Licensees in the use, application and installation of the Insituform
Process and Technology, such program to be approved by us.
We have indicated that we may wish to nominate persons to attend such
training program and in consideration thereof we have agreed to pay to the
limited partnership a sum of $1500 for each person who participates in such a
program. (The individuals concerned will be responsible for their own living
expenses during the course of the training program). There is however no
specific responsibility on us to specifically nominate persons to attend the
said training program.
We believe the above sets out the understandings reached between us. To
avoid misunderstanding we would confirm that at the date of this letter you have
only introduced us to the ▇▇▇▇▇▇▇▇▇ interests and the Pomona Group.* Kindly
indicate your confirmation of the agreement discussed herein by signing a copy
of this letter and returning it to me.
* including ▇▇▇▇▇▇▇ Group.
Yours Faithfully,
/s/ ▇▇▇▇ ▇. Church
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P.A. CHURCH
DIRECTOR - INSITUFORM OF NORTH AMERICA, INC.
ACCEPTED AND AGREED
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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