EXHIBIT 10.8
LICENSING AGREEMENT
This Licensing Agreement is effective as of this 20th day of March, 1998 by and
between KBF Pollution Management, Inc. a New York Corporation, with offices
located at Xxx XXX Xxxxx, Xxx xx Xxxxxx Xxxxxx, Xxxxxxxx 00000 (hereinafter the
"Licensor") and EPS Environmental, Inc. dba Solucorp Industries, a British
Columbia Corporation with its principal offices located at 000 Xxxx Xxxxx Xxxx,
Xxxx Xxxxx, Xxx Xxxx 00000 (hereinafter the "Licensee").
WITNESSETH
WHEREAS, the Licensor owns the exclusive rights to patent-pending process to
separate, recover and reclaim metals from liquids by the addition of certain
reagents (hereinafter the "Technology"), under prescribed methodological
conditions (hereinafter the "Process"); and,
WHEREAS, the Licensor possesses expertise in determining the name and extent of
the applicability of the Technology and Process (hereinafter the "Know-how");
and,
WHEREAS, the Licensee is involved in the environmental remediation business and
desires to obtain a License for the use and marketing of the Technology and
Process to remediate, recover and/or treat liquid streams of wastes containing
metals throughout the world.
NOW THEREFORE, in consideration of the foregoing premises and of the mutual
promises, covenants, conditions, and limitations herein contained, as well as
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, and intending to be legally bound hereby, the Licensor and
the Licensee do hereby agree as follows:
ARTICLE I
DEFINITIONS
As used above and throughout this entire Agreement, the following terms shall
have the meanings as hereinafter defined:
1.01 Affiliates. Any entity in which a party to this Agreement or any of its
stockholders, directors or officers has a direct or indirect ownership interest
(other than insubstantial interests in publicly held companies), or any entity
which directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with a party to this Agreement.
1.02 Consumer Price Index ("CPI"). The index used for site specific price
escalation as determined by the prevailing official rates and other factors of
the national market in which that site exists (see Attachment B).
1.03 Demand. The demand for the Licensed Material shall be evidenced by any and
all potential clients, customers, third party environmental remediation or
management companies, governments and/or site operators which generate or in any
manner produce, remediate or manage any liquid metal bearing waste to which the
Licensed Material may apply.
1.04 Effective Date. The effective date of this Agreement shall be the 20th day
of March, 1998.
1.05 Engineering Contractor. An engineering and/or construction firm shall be
designated for each site. This engineering contractor will work directly with
the Licensor in the design and engineering of the site, and consult with the
Licensor as needed during the construction of the site. The engineering
contractor will be required to enter into separate agreements directly with the
Licensor.
1.06 Essential Components. Components without which the Technology and/or the
Process would be, at worst, ineffective, and at best, inefficient. These
components include SST, a required polymer and
1
the items and categories of equipment provided for pursuant to the terms and
conditions of each site specific agreement. All essential components shall be
purchased directly from the Licensor.
1.07 F o b. Shipping. Method of shipping having that meaning ascribed to it by
standard convention that essentially provides that title for any goods purchased
changes hands at the point of distribution. The Licensee will after taking such
title be responsible for all costs, taxes, transportation, insurance and/or
damage.
1.08 Feasibility Study. Upon the provision of certain information and samples,
detailed herein, the Licensor will perform an analysis of each site and the
existing contamination and/or waste stream. This study will allow the Licensor
to determine the nature and the extent of the applicability of the Technology
and Process. This feasibility study will ultimately form the basis for all
subsequent design, engineering, technical assistance, training and standard
operating procedures for each site.
1.09 Gross Receipts. The residual gross revenue upon which the royalties
payable hereunder shall be calculated in accord with the principle outlined in
Attachment B, specifically Section A of said Attachment.
1.10 Know-how. The Licensor possesses considerable knowledge and experience in
practicing the Licensed Material. Every site and every stream of waste is unique
and requires different procedures, quantities of reagents and equipment to
process efficiently. The Licensor's expertise in this respect is critical in
determining the nature and extent of the applicability of the Technology and
Process to each individual site or stream of waste. Know-how is expressly
excluded form Licensed Material.
1.11 Letter of Credit. Stand-by letter of credit with site draft attached
provided by banking institution approved by the Licensor.
1.12 Licensed Material. The license herein granted applies to the use and
marketing of the present Technology and Process to remediate, recover and/or
treat liquid streams of wastes containing metals as defined in Attachment A,
annexed hereto, and does not apply to other technologies or processes now
existing or hereafter to be created, designed or engineered by the Licensor.
1.13 Off-Spec Waste or Site. Pursuant to the terms herein, the Licensor will be
performing a feasibility study for each site. This study is critical to
determining the nature and the extent of the applicability of the Technology and
Process, as well as the design, engineering and construction for each site. In
order to perform this feasibility study, sample and other information must be
provided. If the actual site or waste characteristics materially differ from the
sample's characteristics, the site or waste will be deemed by the Licensor to be
off-spec.
1.14 Patent. Shall refer to and include applications for letters patent, letters
patent (including reissues, divisions, continuations or extensions thereof), and
rights by license or otherwise acquired under letters of patent whenever
acquired, owned, or possessed, applicable to the use of the Technology and
Process to remediate, recover and/or treat liquid streams of wastes containing
metals as defined in Attachment A, annexed hereto.
1.15 Polymer. A coagulating compound that may or may not be used in treatment.
Its use will be a function of the characteristics of the individual site and/or
waste at issue. The polymer is one of the essential components as that term is
defined herein.
1.16 Process. The portion of the Licensed Material that details the general
methodology for the correct application of the Technology to remediate, treat
recover and reclaim metals from liquid waste for re-use as provided for in
Attachment A, annexed hereto.
1.17 Quality Control and Assurance ("QC/QA"). The quality control and quality
assurance protocols are essential to the effective and efficient operation of
the Technology and Process. Failure to conform
2
to these protocols may result in the failure of the Technology and Process to
perform the functions contemplated herein
1.18 Reagent. A chemical compound that is required for the use of the Licensed
Material.
1.19 Recovered Product. An ultimate end product of the use of the Licensed
Material. The recovered product will take the form of a dried powder that will
have moderate to high concentrations of elemental metals. The recovered product
is analogous to virgin ore taken directly from the ground and is likely to have
concentrations of metals and a higher commercial value than virgin ore.
1.20 Related Company. Any third party with whom the License has entered into a
partnering, licensing, sales, marketing, contracting, or other remediation,
recovery and/or treatment relationship with for the express purpose of carrying
out the transactions contemplated hereby in the Grant Territory.
1.21 Selective Separation Technology ("SST"). An essential chemical component of
the Technology without which the Licensed Material would be ineffective.
1.22 Site Approval. After performing the initial feasibility study for a
specific site, the Licensor will make a determination as to whether or not
and/or to what extent the Licensed Material applies to the characteristics of
the site. The Licensor, upon making its final determination will issue a site
approval and prepare a preliminary proposal for the process to be employed at
the site.
1.23 Site Operator. The Related Company or other entity in charge of the
management and/or operations of an individual site.
1.24 Site Specific Agreement. Separate per size agreement contemplating the use
of the Technology and Process as applied to the specific conditions of one
individual site, It is the intent of the parties hereto to enter into a site
specific agreement for each and every site, as that term is herein defined. This
agreement shall state with precision (in terms of U.S. dollars) the gross per
gallon receipts and other price and cost terms herein referenced for each site,
which terms will be defined upon the final site approval of each site (see
Attachment B). This agreement shall also detail with precision all such terms
herein referenced that remain discretionary and conditioned upon final site
approval, including, but not limited to, any terms detailing the requisite
standard operating procedures and quality control protocols, the required
essential equipment and the furnishing of Know-how to the site operator or other
third party.
1.25 Site. A specific treatment or remediation system, designed for the
treatment, recovery and/or remediation of a specific stream of waste using the
Licensed Material. There can be more than one site at any one individual
location.
1.26 Standard Operating Procedure ("SOP") As part of the preparation of the
final design proposal for each site, the Licensor shall prepare a site specific
standard operating procedure manual for the site. All site personnel will be
train according to the standard operating procedure of their respective sites,
Strict adherence to SOP protocols is essential to the efficient use of the
Licensed Materials.
1.27 Technology. The portion of the Licensed Material that details the general
chemistry and reagents for the correct application of the Technology to
remediate, treat, recover and reclaim metals from liquid waste as provided for
in Attachment A, annexed hereto.
1.28 Work-plan. After performing the initial feasibility study for each site,
and upon issuance of the specific site approval, the Licensor will prepare a
preliminary proposal and work plan for the design and construction of the site.
This proposal will be presented to the Licensee or any Related Company,
including the engineering contractor for inclusion into the a final work plan
for each site.
3
ARTICLE II
GRANT OF LICENSE; TERRITORY AND LIMITATIONS
2.01 Grant. The Licensor hereby grants to the Licensee, for approved sites
within the Grant Territory only, as provided for by provision 2.02 hereof, the
exclusive right license and privilege, subject to provision 5.07 hereof, to use
and market the Technology and Process to remediate, recover and/or treat liquid
streams of wastes containing metals.
2.02 Grant Territory. The exclusive license herein granted is world-wide and for
only those sites approval by the Licensor.
2.03 Scope. The grant shall be inclusive of the right, license and privilege
solely to the use of the Technology and Process as contemplated by this
Agreement only.
(a) Exclusion of Know-how. The parties hereby agree that Know-how, as that
term is herein defined, will be furnished by the Licensor, pursuant to
the terms as herein defined, on a site specific basis as needed for the
consideration defined in Article IV, "Royalties and Fees," and that
this Know-how shall not be included in the grant of the Licensed
Material.
(b) Exclusion of the Manufacture of Reagents. Neither the Licensee or any
Related Company, Affiliate, sublicensee or other party shall have the
right to manufacture SST or the polymer required for the Technology and
Process as herein defined or referenced, and shall purchase the SST and
the polymer exclusively from the Licensor on the cost basis and upon
terms defined in Article IV, "Royalties and Fees," and the applicable
site specific agreement.
(c) Exclusion of New Technologies, Processes and Know-how. The license
herein granted applies to the Technology and Process in existence on
the effective date of this Agreement, and does not apply to other
technologies or processes now existing or hereafter created, designed
or engineered by the Licensor or others. In the event that the Licensee
desires to obtain the rights to any additional technologies or
processes now or hereafter existing, the granting of such rights shall
be subject to separate written agreement then to be negotiated, for
which rights the Licensee shall have right of first refusal in the
Grant Territory only.
2.04 Site Specific Approval. The Licensee shall not under any circumstance use
or otherwise arrange for the use of the Licensed Material in any site not
approved by the Licensor.
2.05 Transferability. The grant of the License to Licensee is nontransferable,
nonassignable and indivisible. The Licensee shall have the right, however, to
sub-license to any third party upon the prior express written consent of the
Licensor, which consent shall not be unreasonably withheld. Upon such
circumstance, the Licensor reserves the right, free of restriction, to make
independent arrangements with the third-party with respect to the furnishing of
Know-how, purchase of reagents and equipment, quality control and assurance,
training, record keeping and reporting, and any technical or other support that
may be required.
2.06 No Competitive Technologies Processes or Know-how. Until either party shall
give to the other notice of termination of this Agreement as hereinafter
provided; (a) Licensee shall not enter in to any other License agreement for any
directly competitive Technology and/or Process within the Grant Territory and
(b) the Licensee shall not directly or indirectly undertake to purchase and/or
use any directly competitive Technology or Process, if any such technologies
and/or processes presently or hereafter exist, except those of the Licensor.
2.07 Sales Through Related Company. Licensee shall have the right to conduct
sales, marketing and contracting through a Related Company provided that the
Licensee shall be responsible for the payment
4
of royalties and other obligations under this Agreement. The Licensee shall
within reason disclose to the Licensor the identity of any such Related Company,
and provide copies of all relevant agreements in place with the Related Company
that are reasonably related to the transaction contemplated by this Agreement.
2.08 Patent Coverage Delimited. No license or right is hereby granted by
implication or otherwise, with respect to any other letters patent or
applications thereto except as specifically set forth herein and in Attachment
A, annexed hereto.
2.09 Breach Event. Breach of this Article of the License Agreement in any manner
shall be deemed a material breach for which the Licensor may pursue termination
in full accord with the provisions of this Agreement.
ARTICLE III
TERMINATION AND TENURE
3.01 Term. This agreement shall continue in effect, unless sooner terminated as
hereinafter provided, for a period of five (5) years ending on March 20, 2003.
The term of this Agreement shall automatically renew for successive periods of
one year at the end of the term hereof, including renewal terms, unless either
party shall have given written notice of non-renewal at least one year prior to
the end of the term.
3.02 Material Breach. If the Licensee shall at any tine and for any reason not
make payment to the Licensor of any royalty or other amount agreed to be paid
hereunder by the date required by this Agreement as required under any site
specific agreements, or shall default in the making and provision of any report
hereunder required by the date required by this Agreement, or shall commit any
breach of any covenant or agreement herein contained, or shall negligently make
any false report and shall fail to remedy such default, breach or report within
thirty (30) days in the case of the Licensee or sixty (60) days in the case of
any potential sub-licensee after written notice thereof by Licensor, Licensor
may, at its option, terminate this Agreement and the Licenses herein granted by
written notice of such termination.
(a) In the event of any or more of the following:
(i) any breach of this Agreement not cured within sixty (60) days
after notification thereof;
(ii) insolvency or bankruptcy of either party;
(iii) appointment of a trustee or receiver for either party;
(iv) the failure of the Licensee to use its best efforts to satisfy any
of the Demand, as herein defined in the Grant Territory after a
period on one (1) year from the date of this Agreement.
(v) the failure of the Licensee to comply with and abide by the terms
of any the Licensor's feasibility studies, final work plans or
designs, quality control and assurance procedures and reporting
requirements or any instructional manual detailing the standard
operating procedures for each site; and/or,
(vi) the production by the Licensee of any intentionally misleading or
otherwise fraudulent or false report,
then, and in addition to all other rights and remedies which either
party may have in law or equity, the party not in default may at its
option terminate this Agreement by written notice. Such termination
shall become effective on the date set forth in the said notice of
termination but in no event shall it be earlier than thirty (30) days
from the date of notice thereof. The waiver of the right of termination
for any default under this Agreement shall
5
not constitute a waiver of the right to claim damages for such
default or the right to terminate for any subsequent default.
3.03 Agreement Not to Use or Employ. On termination of this Agreement, Licensee
hereby agrees that it will not, in perpetuity, either directly, indirectly or
through any of its Related Companies or Affiliates, Licensees, sublicenses,
clients, or partners, use or employ any information disclosed by the Licensor
from the patent disclosures and applications, technologies, trade secrets,
designs, formulas, processes. Know-how, contracts, samples, feasibility studies,
work-plans, project documentation, books, instructional volumes, notes,
drawings, writing, documents, files, models, photographs, videos, drawings,
sketches, ideas, concepts and inventions in any stage of development or
completion, improvements and discoveries relating to the rights, privileges and
license, and any improvements thereto, which are the subject matter of this
Agreement.
(a) Sublicense Contingency. In the event that, pursuant to provision 2.05,
and upon the express written consent of the Licensor, the Licensee
sublicenses any rights or privileges to any third party, the Licensee
shall impose the same condition in perpetuity upon its sublicensees
with respect to not using any of the information disclosed by the
Licensor or the Licensee from the Licensor's patent disclosures and
applications, technologies, trade secrets, designs, formulas,
processes. Know-how, contracts, samples, feasibility studies,
work-plans, project documentation, books, instructional volumes, notes,
drawings, writings, documents, files, models, photographs, videos,
drawings, sketches, ideas, concepts and inventions in any stage of
development or completion, improvements and discoveries relating to the
rights, privileges and license, and any improvements thereto, which are
the subject matter of this Agreement.
(b) Covenant to Enforce as to Sublicensee. The Licensee agrees and hereby
covenants that it shall engage in all reasonable efforts to enforce the
terms of this subsection 3.03 as against any possible defaulting
sublicensee, the failure of which enforcement may result in the
initiation of suit in infringement any breach as against any possible
defaulting sublicensee.
3.04 Surrender of Rights and Know-how. On the termination of this Agreement, for
any reason whatsoever, Licensee, its Related Companies or Affiliates shall
deliver to Licensor all patent disclosures and applications, technologies, trade
secrets, designs, formulas, processes, Know-how, contracts, samples, feasibility
studies, work-plans, project documentation, books, instructional volumes,
standard operating procedures, notes, drawings, writings, documents, files,
models, photographs, videos, drawings, sketches, any and all duplicated
materials on whatever media so reproduced, ideas, concepts and inventions in any
stage of development or completion, improvements and discoveries relating to the
rights, privileges and license, and any improvements thereto, which are the
subject matter of this Agreement.
(a) Sublicense Contingency. In the event that, pursuant to provision 2.05,
and upon the express written consent of the Licensor, the Licensee
sublicenses any rights or privileges to any third party, the Licensee
shall to best of its ability cause said sublicensee(s) to deliver to
Licensor all patent disclosures and applications, technologies, trade
secrets, designs, formulas, processes, Know-how, contracts, samples
feasibility studies, work-plans, project documentation, books,
instructional volumes, standard operating procedures, notes, drawings,
writings, documents, files, models, photographs, videos, drawings,
sketches, any and all duplicated materials on whatever media so
reproduced, ideas, concepts and inventions in any stage of development
or completion, improvements and discoveries relating to the rights,
privileges and license, and any improvements thereto, which are the
subject matter of this Agreement.
3.05 Disposal of Inventory. In the event of termination, Licensor shall be given
right of first refusal to purchase any regents and/or stocks of any raw
materials, as required to have been purchased from the Licensor pursuant to the
terms herein defined, as the Licensee and/or any Related Company. Affiliate or
6
sublicensee of the Licensee may have in its possession. If the Licensor does not
buy said inventories, the Licensor will give to the Licensee or Related Company.
Affiliate or sublicensee the right to continue selling or using the stock on
hand and raw materials until these stocks on hand are exhausted.
3.06 Rights and Obligations Upon Termination. In case of termination, Licensor
shall have the right to give public notice thereof in such manner and at such
time and places as it may deem advisable. Upon termination of this Agreement, by
expiration or otherwise, the following rights, privileges and/or obligations
shall continue to inure to the benefit of the parties:
(a) The Licensor shall have the right, free of restriction, to directly
contract or otherwise conduct any transaction in furtherance of the
purposes herein contemplated with any Related Company, Affiliate,
and/or sublicensee or any other third party then using, preparing for
or otherwise anticipating the use of the Technology and Process.
(b) The termination of this Agreement shall not relieve the Licensee in any
way from its obligation to pay Licensor all royalties and fees which
shall have accrued up to the effective date of termination.
(c) Any termination or expiration of this Agreement shall not prejudice any
cause of action or claim of Licensor accrued or to accrue on account of
any breach or default by Licensee.
(d) Any termination or expiration of this Agreement under this Article
shall not prejudice the right of the Licensor to final audit of the
records of the Licensee in accordance with the provisions of Article IV
hereof.
(e) Any termination or expiration of this Agreement shall not affect the
continued operation or enforcement of any provision of this Agreement
which by its express terms is to survive expiration or termination.
3.07 Remedies. The parties hereto agree that the remedy at law for any breach of
this Agreement will be inadequate and it will be impracticable and extremely
difficult to prove, and further agree that such a breach would cause the
aggrieved party irrepairable harm, and each party hereby covenants and agrees
that such aggrieved party shall be entitled to temporary and permanent
injunctive relief, without the necessity of proving actual damages.
ARTICLES IV
ROYALTIES AND FEES
All royalties and fees outlined hereafter become payable as scheduled herein:
4.01 License Fee. The Licensee shall pay to the Licensor, simultaneously with
the execution and delivery of this license, an initial license issue fee of
$500,000. The Licensee shall further pay to the Licensor a residual license fee
of $0.0005 per gallon for the entire term of this agreement, which fee shall be
paid by the Licensee out of its percentage of the total gross per gallon
receipts, as that term is herein defined.
(a) The initial license issue fee shall be paid in the form of unrestricted
common stock of the Licensee, at 80% of its market value as of the
close of business on March 19, 1998 (190,550 shares). Four-fifths of
this stock shall be held in escrow by Sonageri & Fallon LLC,
Xxxxxxxxxxx Xxxxx XX, Xxxxxxxxxx, Xxx Xxxxxx 00000. The stock held in
escrow shall be released to the Licensor in three equal disbursements
on April 20, 1998, May 20, 1998 and June 20, 1998.
(b) The residual license fee shall be paid on the fifteenth (15th) of every
month, commencing with the onset of operations at the first approved
site and continuing in perpetuity thereafter on a per gallon basis.
7
4.02 Royalty. For the rights and privileges granted under the License, the
Licensee shall pay to the Licensor, in the manner hereinafter provided, and
until this license is terminated as herein provided, a standard royalty 50% of
the gross per gallon receipts, as that term is herein defined, calculated on a
per site basis (see Attachment B), for the use of the Technology and Process for
the remediation, recovery and/or treatment of any and all quantities of liquid
waste processed in the Grant Territory.
(a) Minimum Royalty. Except upon the express written consent of the
Licensor or as provided in provision 4.02(b) hereof, in no event shall
be the Licensee pay to the Licensor a royalty of less than $3,000,000
for the first two years, and $2,000,000 per year thereafter for the
remaining term of the agreement. In the event that the minimum royalty
shall be paid, the first minimum royalty shall be payable in full by
December 31, 1999, and all minimum royalties thereafter shall be
payable in full at the end of the relevant calendar year.
(b) In the event that the Licensed Material is not as warranted herein, and
provided that the total gross receipts, as the term is herein defined,
do not exceed $6,000,000 in the first two years and $4,000,000 per year
for each year thereafter for the term of this Agreement, the extent of
the Licensee's pecuniary liability for the minimum royalty payable
hereunder to the Licensor shall be limited to 50% of the gross
receipts.
(c) The dollar amount of the royalty and all costs and calculations
therefore shall precisely detailed in each Site Specific Agreement to
be entered into by the parties hereto upon the final site approval of
each site. It is the intent of the parties to compute the above defined
costs and figures on a per gallon basis, using dollars per gallon as
the unit of calculation, and to standardize these costs by taking into
account the total quantity of waste per site anticipated to be
processed per year as herein contemplated. All costs of operations and
reagents shall be expressed as a function of this projected total
quantity (see Attachment B).
(d) The royalty shall be computed per site, and shall under no
circumstances be less than $0.007 per gallon. The royalty due on any
one site shall not under any circumstance have any impact on the amount
of the royalty due on any other site.
4.03 Purchase of Reagents. The Licensee shall cause to be purchased exclusively
from the Licensor the SST at a rate $18.00 per gallon, and a required polymer at
a rate of $5.00 per pound. All costs of shipment of the reagents f.o.b. from the
point of manufacture to the Grant Territory.
(a) The payment will be tendered by an approved institutional stand-by
letter of credit with site draft attached for each order or as approved
in writing individually by Licensor.
4.04 Purchase of Equipment. Except upon the express written consent of the
Licensor, the Licensor shall distribute and/or make available to the Licensee
and/or the sublicensee and/or the site operator specific items of essential
equipment at a cost plus ten and ten (10% plus 10%) basis.
(a) The payment will be tendered by an approved institutional stand-by
letter of credit with site draft attached for each order or as approved
in writing individually by Licensor.
4.05 Feasibility Report. The Licensor shall at its own expense perform a
feasibility study and produce a report thereon on a site by site basis.
(a) The Licensee, or any of its Related Companies, Affiliates,
sublicensees, site operators or the engineering contractor shall
provide all relevant information for each site reasonably required by
the Licensor to perform the initial feasibility study, including but
not limited to samples, process descriptions, engineering drawings and
schematics, precise quantity, flow and throughout figures, and, if
travel to any site for any reason impracticable, a video recording of
the site.
8
4.06 Training. The Licensor shall at its own expense provide for all training
for each site. All personnel will be trained for a two week period at the
Licensor's facility in Paterson, New Jersey, and then for a period of time, not
to exceed one week, at their respective site.
(a) General Indemnification. The Licensee hereby agrees to indemnify and
hold the Licensor harmless from all loss, expense (including reasonable
attorney's fees) and damages arising out of any claims, demands and
liabilities (including claims by Related Companies, sublicensees,
employees and other third parties) incurred by the neglect, crime or
other act of any person under control of the Licensee being trained by
the Licensor.
4.07 Support. The Licensor shall be responsible for and shall render technical
support to the Related Company, Affiliate, sublicensee, and/or the site operator
at a cost of up to $300.00 per hour, but at no time less than $190.00 per hour
(depending on the level of support required), for all technical support, billed
to each quarter hour. All support fees shall be payable within thirty days of
the date the support is rendered.
4.08 Quality Control Monitoring. All quality control monitoring shall be the
responsibility of the Licensor and shall be charged to each site operator
pursuant to the terms of its respective site specific agreement.
4.09 Escalation Factor and Price Adjustment. All prices and fees heretofore
detailed in this Article will automatically escalate per calendar year pursuant
to the following:
(a) Per Annum Escalation. The per year fee escalation will be determined in
accord with the provisions of section C of Attachment B, and as
specified in each site specific agreement.
(b) Discretionary Adjustment. All prices will be subject to further
discretionary adjustments where market forces and other unforeseen
factors resulting in increased costs to the Licensor require any such
increases to be proportionately passed along to the Licensee.
(c) Annual Review of Royalties. The parties hereby agree that they shall
conduct an annual review of the royalty schedule herein defined at or
about each anniversary date of this agreement, at which time the
parties agree, as part of the consideration for this Agreement, that
they may, only upon the express written consent of both parties, modify
the amounts of the royalties payable hereunder.
4.10 Reports, Records and Audits. The Licensee hereby covenants, as part of the
consideration for this Agreement, that it shall cause to be paid any and all
reasonable costs associated with ensuring compliance with the record keeping,
reporting and auditing procedures as defined herein by causing to be integrated
into any sublicensing or other agreement entered into for the purposes herein
contemplated sufficient provisions to ensure said compliance as against any
Related Company, Affiliate, sublicensee or other third party.
(a) Records. Licensee agrees that it shall cause to be kept accurate
records in full accord with the site specific Standard Operating
Procedures in sufficient detail to enable the royalties payable
hereunder to be determined, and agrees to cause such records to be made
available for inspection from time to time during the term of this
Agreement. Such inspection shall be made by authorized representatives
of the Licensor at reasonable intervals during normal business hours to
the extent necessary to verify the reports and payments required as
specified herein.
(b) Reports. Reports shall be produced, in accord with the notice
provisions hereof, on an as needed basis to the extent, deemed
necessary by the Licensee and/or Licensor. The intent of any such
report is to clearly and unambiguously set forth the following
information:
(i) Influent gallonage, flow, rate and throughout statistics measured
hourly, with specific reference to time of measurement and
cumulative quantity and flow data;
9
(ii) Analytical data, including but not limited to, concentrations of
inorganic, and when applicable, organic compounds and pH of both
the influent and effluent. This data shall be compiled hourly;
(iii) Precise quantities used of SST and polymer per day;
(iv) Any additional information deemed necessary and requested by the
Licensor, and,
(v) The assessment of the royalties due thereon.
(c) Provision of Samples. To the extent that any site specific agreement
calls for or otherwise requires samples to be taken at any time, such
samples shall be taken and clearly and unambiguously identified in
full accord with site specific standard operating procedure.
(e) Procedure on Audit. It is hereby agreed that Licensor shall have the
privilege of having a certified public accountant, or other
representative or agent of the Licensor audit all statements of
account, reports and records required or contemplated by this Agreement
to be made by Licensee to Licensor, as frequently as Licensor may
desire to have such audits made, and that Licensee shall place at the
disposal of said certified public accountant for the purposes of this
paragraph any and all records essential to the verification of such
reports. The expense of such audits and verifications shall be borne
jointly by the Licensee and Licensor except upon the development of
conditions giving either party reasonable cause to suspect any
violation of the reporting and record keeping requirements defined
herein, in which circumstance the site operator shall be responsible
for all costs and expenses of the audit.
(i) Reasonable Cause. Any information from whatever source derived
that may be interpreted by either party as a potential violation
of any term herein defined.
(ii) Notice Prior to Audit. The Licensee and/or Licensor shall give to
the site operator express written notice of its discovery of any
fact, condition or circumstance giving the auditing party
reasonable cause to suspect any violation of the terms of this
Agreement. The site operator shall be given a reasonable
opportunity to take corrective action not to exceed ten (10)
business days. If, upon the failure of the corrective action to
remedy the fact, condition or circumstance giving rise to
reasonable cause, or upon the failure of the site operator to
take corrective action, the Licensee and/or Licensor will arrange
for the audit to commence immediately.
(iii) Notice of Violation. The Licensee and/or Licensor shall provide
express written notice of any violation revealed as a result of
any audit conducted. The site operator will then be obligated to
cure said violation or shall suffer default pursuant to the
provisions of Article III hereunder.
(iv) Examination Upon and After Termination Event. In the event of
termination or expiration of this Agreement for any reason
whatsoever, Licensee agrees to provide access, or to otherwise
cause access to be provided, to the Licensor, its auditors,
accountants or agents to inspect all said records and books of
Licensee, and/or any sublicensee and/or any site operator and to
investigate generally all transactions of business carried on by
Licensee and/or any sublicensee and/or any site operator, or any
of its Related Companies, in the Grant Territory pursuant to this
Agreement and the License hereby granted, for a one (1) year
period of time after such termination.
4.11 Interest on Overdue Payments. Licensee shall cause to be paid to the
Licensor with interest thereon at the rate of 18% per annum any and all amounts
past due and owing for sixty (60) days hereunder to the Licensor, calculated
form the date when such payments are due and payable as provided herein to the
date
10
of payment. This provision shall survive termination of this Agreement and shall
remain in effect until all sums due including interest thereon are paid in full
without offset or counterclaim.
4.12 Acceleration of Overdue Account. The payment provisions of this agreement
are to be strictly construed with time being of the essence with regard to all
payments to be made hereunder by the Licensee to the Licensor. The failure of
the Licensee to make such payments on their due dates shall be deemed a material
breach of this Agreement, and the Licensor, at its option, may terminate this
Agreement upon notice to the Licensee.
ARTICLE V
OTHER PRINCIPAL RIGHTS AND OBLIGATIONS; PATENT PROVISIONS
5.01 Representations and Warranties of Licensor. As of the effective date of
this Agreement, Licensor represents and warrants to Licensee as follows:
(a) Organization and Qualification. Licensor is a corporation duly
organized, validly existing and in good standing under the laws of the
State of New York, and has the corporate power and authority to enter
into this Agreement, to consummate the transactions contemplated hereby
and thereby. Licensor is duly licensed or qualified to do business, and
is in good standing, in every jurisdiction in which it is required to
be so licensed or qualified due to its business or ownership of its
assets and where failure to be so licensed or qualified would have a
material adverse effect on its ability to perform its obligations
hereunder.
(b) Authority. Licensor has full power, capacity and authority (corporate
or otherwise) to execute and deliver this Agreement upon the concurrent
payment to Licensor of the required licensing fees and payments, and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement, and the consummation of the transactions
contemplated hereby, have been duly and validly authorized by Licensor,
and no other proceedings (corporate or otherwise) on the part of
Licensor are necessary to authorize this Agreement, or to consummate
the transaction contemplated hereby. This agreement has been duly and
validly executed and delivered by Licensor and (assuming the valid
execution and delivery of the agreement by Licensee) constitute legal,
valid and binding agreements of Licensor.
(c) Consents and Approvals. There is no authorization, consent, order or
approval of, or notice to or filing with, any individual or entity
required to be obtained, given or made in order for Licensor to execute
and deliver this Agreement, to consummate the transactions
contemplated hereby and thereby and fully perform its obligations
hereunder and thereunder.
(d) Absence of Conflicts. The execution, delivery and performance by
Licensor of this Agreement, and the consummation by Licensor of the
transactions contemplated hereby will not, with or without the giving
of notice or the lapse of time, or both (i) violate any provision of
law, statute, rule or regulation to which Licensor is subject, (ii)
violate any order, judgment or decree applicable to Licensor, or (iii)
conflict with, or result in a breach or default under, any term or
condition of the charter or by-laws of Licensor, if applicable, or any
agreement or other instrument to which Licensor is a party or by which
Licensor is bound, or to which any of Licensor's assets are subject.
(e) Brokers and Finders. Neither Licensor nor any of its officers,
directors, employees, Affiliates or associates has employed any broker,
finder or investment banker, or incurred any liability for any
brokerage fees, commissions or finders' fees in connection with this
Agreement or the transactions contemplated by this Agreement.
11
(f) Ownership and Right to License. Licensor represents and warrants that
it is the owner of the world-wide exclusive right, title and interest
in and to the applications for letters patent for the Licensed
Material, and that it has the sole right to grant licenses under said
applications for letters patent, prospective letters patent, reissues
and extensions, of the scope herein granted.
(g) Commercial Utility. Licensor hereby represents and warrants that the
Licensed Material has commercial utility.
(h) Validity. Licensor hereby represents and warrants that said application
for letters patent is genuine and valid.
5.02 Acknowledgment of Validity. Licensee hereby covenants and agrees that it
will not contest, nor assist others in contesting, the validity of the letters
patent, or applications thereto, of the United States which are the subject of
this Agreement, nor the title thereto of the Licensor.
5.03 Third Party Infringement. If at any time any third party shall infringe the
patent(s) licensed hereunder in the Grant Territory, then Licensee and/or the
Licensor shall, promptly either (1) obtain a discontinuance of said infringing
operations or (2) bring suit, bringing said suit in the name of the Licensee, or
if so required by the laws of the State of New York, bringing suit in the name
of the Licensor or joining Licensor as a party plaintiff with the Licensee. For
this purpose Licensor shall execute such legal papers necessary for the
prosecution of such suit as may be reasonably requested by Licensee. The
Licensor further covenants that it will otherwise provide all reasonable
assistance to the Licensee in the prosecution of any such suit.
(a) Prosecution of Rights. Licensee, with the reasonable assistance of the
Licensor, agrees to bring and diligently prosecute such suits for the
infringement of the aforesaid patent(s) as may reasonably be necessary
to prevent unlicensed competition materially interferring with the
businesses of the Licensee and Licensor hereunder. Whenever any suit is
brought against any infringer by Licensee as above provided, Licensee
shall immediately notify Licensor of such suit. The costs and expenses
of such suit and all recoveries therefrom shall be shared equally by
the parties hereto, except that, at the option of the Licensor, the
Licensor's contribution shall be limited to one-half (50%) of the
royalties payable to the Licensor by Licensee during the pendency of
any such action.
(i) Trigger Event; Duties Thereafter. If at any time hereafter any
third party shall infringe any unexpired patent licensed hereunder
and Licensor shall give notice in writing to Licensee of the
existence of such infringement, including such evidence of
infringement as Licensor may possess and if Licensee shall fail to
assist in the suit against such third party as provided above or
obtain a discontinuance of such infringing operations within six
(6) months of the date of receipt of such notice, then Licensor
may at its election either terminate this Agreement and the
rights, privileges and license herein granted and any sublicenses
that may be granted by the Licensee (pursuant to provision 2.05 of
Article II above) or bring suit in its own name as against such
infringer. Should Licensor bring suit in its own name as
hereinbefore provided, Licensee shall execute such legal papers
necessary for the prosecution of such suit as may be requested by
Licensor, and Licensor shall be liable for all costs and expenses
of such litigation and shall be entitled to receive and retain all
recoveries therefrom. In the event that the Licensor should
undertake such litigation, when the Licensor has the right to
cancel the exclusive features of this license and may thereupon
license others in the Grant Territory. In the case the Licensee
terminates this Agreement by material breach or otherwise failing
to satisfy its duties as defined herein, Licensee shall assign to
Licensor all sublicenses
12
that may have been granted hereunder pursuant to provision 2.05 of
Article II of this Agreement.
(ii) Rights Reserved to Licensor. Licensor shall have the right, in any
suit brought by the Licensee, pursuant to the foregoing, to be
represented at its own expense by counsel of its own selection to
the extent of having access to full information and opportunity to
be heard in the councils and attorneys of the Licensee, but such
expense shall not be considered as costs or expenses of the
litigation unless Licensor elects to participate in the suit as
provided in subparagraph (a) of this clause.
(b) Defense of Third Party Suit. The Licensor agrees during the term of
this Agreement to defend Licensee against any suit for infringement of
any patent of third parties covering the Licensed Material so long as
said patent(s) were issued prior to the effective date of this
Agreement in the Grant Territory. This obligation is subject to the
following conditions:
(i) Licensee must have given notice to Licensor of the claim of
infringement within twenty (20) days after receipt of service
thereof upon Licensee;
(ii) Licensor's liability shall be restricted to the defense of any
suits arising from claims based on any of the Licensor's letters
patent, for the Licensed Material granted hereunder; and,
(iii) Licensee shall render reasonable assistance to Licensor or, upon
the request of the Licensee and at the Licensor's option, shall
be permitted to defend against the suit and shall be entitled
to receive and retain all recoveries, if any, therefrom.
(c) No Effect on Royalties. Upon the circumstance of any suit for
infringement being brought by Licensee and/or Licensor or against
Licensee and/or Licensor, there shall be no effect upon the amount or
schedule of royalties owning from sublicensee or site operator as so
defined in Article IV hereunder.
5.04 Improvements. Licensee, as a part of the consideration for the License
hereby granted to it, hereby agrees to submit to Licensor, during the term of
this Agreement, all developments or improvements in the Licensed Material or
Know-how made by or at the instance of the Licensee, and Licensee hereby agrees
that, during the life of this Agreement, the Licensor and each of its
Affiliates, both past and future, shall have the exclusive right to said
developments and improvements, whether patented or unpatented.
(a) Assignment to Licensor. Said developments or improvements shall be
entirely assigned to the Licensor and shall be the sole property of the
Licensor, except, however, that the Licensee shall automatically have
an exclusive license thereunder in the Grant Territory without
additional charge.
(b) Development or Improvement. As used herein, the terms development and
improvement mean any design, process, method, modification, idea,
concept or Technology, of whatever form, the use of which affects the
Licensed Material in any one or more of the following ways:
(i) Reduces Process or Technology costs;
(ii) Improves the efficiency or performance of the Process in any
manner;
(iii) Improves the efficiency or performance of the Technology in any
manner;
(iv) Improves reaction efficiency or performance in any manner;
(v) In any way broadens the scope or range of Process and/or
Technology applicability;
13
(vi) Increase marketability; or;
(vii) Results in any further invention that was reasonably discovered
as a direct or indirect result of the Licensor disclosing any
information herein contemplated as necessary to the rights,
privileges and license herein granted.
(c) Licensee's Covenant to Disclose. The Licensee hereby covenants to
immediately communicate any developments, improvements, modifications,
further inventions, and designs it or its Related Companies or
Affiliates may discover, make, or develop with respect to the Licensed
Material, Know-how and other information herein contemplated as
necessary to the rights, privileges and license herein granted, and
shall fully disclose to the Licensor the nature and manner of applying
and utilizing such improvements, developments, modifications, further
inventions and designs. Failure to promptly comply with this covenant
in any manner shall be deemed a material breach for which the Licensor
may pursue termination in full accord with the provisions this
Agreement.
(d) Development or Improvement by Licensor. The Licensor hereby agrees, as
part of the consideration for this Agreement, that it shall make
available all direct Developments and improvements to the Licensed
Material, made by or at the instance of the Licensor, for no additional
cost and under the same terms as this Agreement, except as provided for
in subparagraph 5.04(d)(i) hereof. The Licensee hereby agrees that,
during the life of this Agreement, the Licensor and each of its
Affiliates, both past and future, shall have the exclusive right to
said Developments and Improvements, whether patented or unpatented.
This provision shall apply only to those direct Developments and
Improvements of the Licensed Material that are applicable to the same
market (e.g., liquid metal bearing wastes) and the same media (e.g.,
liquid) that the Licensed Material presently applies.
(i) Licensee to Bear Costs of Research and Development. The Licensee
hereby agrees that it shall bear all costs and shall compensate
Licensor for all reasonable expenses incurred by the Licensor in
research and development of any direct Developments or
Improvements as provided for by subparagraph 5.04 (d) hereof. The
Licensee shall pay this amount to the Licensor by reducing its
percentage of the gross receipts as provided in provision 4.02
hereof and Attachment B, annexed hereto, by 10% to 40% for a
period of time until the amount owing under this provision is
paid in full.
(e) New or Different Market. In the event that any Development or
Improvement on the Licensed Material enables access to a new market
(e.g., solid, air or radioactive waste), the parties hereby agree that
the terms of this License shall not apply. In such instance, the
Licensee shall have the right of first refusal on entering into a
separate license with the Licensor for such new market Developments or
Improvements.
5.05 License Under Foreign Patents; Requirement of Foreign Patents. The Licensee
shall have the right to the Licensed Material herein contemplated under any and
all foreign letters patent now pending or hereafter to be filed expressly and
exclusively corresponding to the herein defined United States letters patent.
Under no circumstance shall the Licensee be permitted to use or sublicense the
Licensed Material in any geographic region or country for the purposes herein
contemplated prior to the Licensor's filing of the application for letters
patent corresponding to the herein defined United States letters patent in that
geographic region or country.
5.06 Licensor's Covenant to Disclose. In the event that the Licensor contacts or
is ever contacted directly by any third party seeking to remediate, recover
and/or treat liquid streams of wastes containing metals in the Grant Territory,
the Licensor hereby covenants to disclosure the identify of any such party to
14
the Licensee and to simultaneously therewith refer such party to the Licensee,
except as provided for in Attachment C, annexed hereto.
5.07 Sales and Marketing Commissions to Licensor. The Licensor shall have the
right to engage the market on its own behalf provided that any such sales shall
be made through the Licensee, upon which the Licensee shall pay a commission to
the Licensor's sales or marketing agent, which commission shall be paid out of
the Licensee's percentage of the gross per gallon receipts, calculated on a per
site basis. The commission shall be paid in accord with the provisions of the
relevant Licensor marketing agreement. All Licensor costs of sale shall be borne
by the Licensee, and shall be deducted from its percentage of the gross per
gallon receipts, calculated on a per size basis.
5.08 Profit and Commission on Licensor Sale of Licensee Product. In the event
that the efforts of the sales or marketing agents of the Licensor result in any
sale of any product or service of the Licensee, the Licensee shall pay to the
Licensor 50% of the relevant gross receipts, calculated on a per site basis (see
Attachment B), derived from any use or sale of any product or service of the
Licensee in the Grant Territory. The Licensor shall pay the relevant commission
to the Licensor's sales or marketing agent responsible for said sale of the
Licensee's product of service.
ARTICLE VI
KNOW-HOW, TECHNICAL ASSISTANCE, PURCHASE OF ESSENTIAL COMPONENTS
6.01 Know-how Commitment. The Licensor shall from time to time, and to such
extent that it shall consider to be reasonably necessary for the performance of
this Agreement, furnish to Licensee information essential to determining the
nature and extent of the applicability of the Technology and Process. Only the
Licensor has the right to divulge Know-how, and at no time shall the Licensee or
its Related Companies of Affiliates divulge any Know-how taught or otherwise
discovered.
(a) Delimination of Commitment. The Licensor shall communicate to the
Licensee upon request such information relating to the Licensed
Material which shall in the opinion of the Licensor be of use to the
Licensee in its licensed operations. Such information shall, at the
option of the Licensor, consist of any patent disclosures and
applications, technologies, trade secrets, designs, formulas,
processes, Know-how, contracts, samples, feasibility studies,
work-plans, project documentation, books, instructional volumes, notes,
drawings, writing, documents, files, models, photographs, videos,
drawings, sketches, ideas, concepts and any improvements thereto, which
are the subject matter of this Agreement, and which is directly
applicable to the operations of the Licensee or its Related Companies
or Affiliates. The Licensor shall undertake in the initial feasibility
studies, work plan preparations, designs and engineering development,
pursuant to the terms herein, of each individual site with respect to
the Licensed Material and may provide special, specific or additional
information pertaining thereto to the Licensee or its Related Companies
or Affiliates or sublicensees. The Licensee shall cause to be paid the
relevant support owing to the Licensor for such additional information
pursuant to the applicable fees delineated in Article IV. To the extent
that the Licensor in its own opinion deems this information to be
necessary for the Licensee's use of the Licensed Material, the Licensor
shall furnish such specific Know-how as the Licensor deems required and
has in its possession.
(b) Covenant to Provide Technical Assistance. On the cost basis defined in
Article IV and other terms herein defined, the Licensor shall provide
all reasonable support to the Licensee and/or its Related Companies.
Affiliates, sublicensees or other third parties in the use of the
Licensed Material on a site by site basis.
(c) Excluded Know-how. Information with respect to research and advance
development activities is not included in the scope of this Agreement
and shall not be made available
15
hereunder. Nothing contained in this Agreement shall oblige the
Licensor or its Affiliates to make available to Licensee or its Related
Companies or Affiliates any information concerning any further
invention, development or improvement of the Licensor until an
application for letters patent thereon has been filed in the United
States patent office.
6.02 Provision of Necessary Information. The Licensee shall cause to be provided
to the Licensor any and all information requested and otherwise known to be
required, as detailed hereafter, so that the Licensor may conduct an initial
feasibility study and prepare a preliminary proposal for each site. The
information required by the Licensor shall include, but shall not be limited to:
(a) Nature, extent and relative degradation of the site with specific
identifying information;
(b) Quantity, flow, throughput and influent source characteristics as
applicable;
(c) Specific details on the existing industrial processes and operations;
(d) Sufficient characteristic samples of the waste intended to be
remediated and/or treated by the Licensed Material, not less than one
(1) gallon for liquids and five (5) pounds for soils, sludges, and
other semi-solid wastes;
(i) Sampling Procedure. The sampling procedures which shall be adhered
to will be provided in the site specific SOP manuals.
(e) Desired nature, level and extent of treatment and/or recovery;
(f) Specific site information (including schematics if accessible)
detailing the site accessibility, structural design requirements, sewer
availability, power and water supply availability, power type;
(g) Overall geophysical and hydraulic characteristics of the site; and
(h) Any other information deemed necessary by the Licensor on a site by
site basis.
6.03 Non-Conformance of Information; Off-Spec Wastes and/or Sites. As provided
herein, the Licensor will be performing a feasibility study for each site. The
parties recognize that this study is critical for determining the nature and the
extent of the applicability of the Technology and Process, as well as the
design, engineering and construction for each site. In order to perform this
feasibility study, samples and other information must be provided. If the actual
site or waste characteristics materially differ from the samples
characteristics, the site or waste will be deemed by the Licensor to have not
met the original specifications of the site. The non-conforming waste or site
will be deemed to be off-spec. The Licensee hereby agrees that it shall bear all
reasonable costs and expenses associated with re-performing any additional
feasibility studies, designs, proposals or work-plans.
6.04 Licensee to Bear Costs.
(a) Set-up. The Licensor will bear the costs of preparing its per site
process design proposal and work-plan. The Licensee will cause the
sublicensee and/or site operator, at its cost, to obtain all necessary
approvals needed to operate the site, and will bear all remaining costs
associated with site set-up, including but not limited to final process
design, engineering, construction, and operation. Any support required
at any time will be provided by the Licensor on the cost basis defined
in Article IV. The Licensor or Licensee shall designate a third-party
engineering and/or construction firm (hereinafter the "engineering
contractor") for each site. The engineering contractor shall work with
the Licensor and will be required to enter into separate agreements
(including but not limited to nondisclosures and indemnifications)
directly with the Licensor. The Licensee will bear any additional costs
which may be charged for any regulatory, legal or permitting
requirements, which requirements are the sole obligation of the
Licensee or its Related Companies or the engineering contractor to
comply with.
16
(b) Covenant to Assist in Design, Engineering and Construction. Upon
satisfaction of the condition that the engineering contractor enters
into any separate agreements with Licensor as the Licensor deems
necessary, the Licensor covenants to assist the engineering contractor
in the design, engineering and construction of that portion of any site
in which the remediation, recovery and/or treatment activities
contemplated by this Agreement shall be conducted. The Licensor further
covenants that, to the extent only that it is able, it will assist the
engineering contractor in a reasonable manner in the design,
engineering and construction of other portions of any site. The
Licensor shall furnish that reasonable Know-how necessary to comply
with the conditions of this covenant.
(i) Any support required at any time to comply with the conditions of
this covenant will be provided by the Licensor on the cost basis
defined in Article IV.
(c) Covenant to Render Technical Assistance for Operation. The Licensee
shall designate for each site a Related Company, third party or itself
as the Site Operator. The site operator, may at the option of the
Licensor, be required to enter into separate agreements (including but
not limited to nondisclosures and indemnifications) directly with the
Licensor. This covenant shall only be given upon the execution of these
agreements in the event that the Licensor elects to have said
agreements executed.
(i) Upon satisfaction of the foregoing condition, the Licensor
covenants to assist and to render all reasonable technical and
other support required to initiate and maintain operation at each
site, for only those portions of each site in which the
remediation, recovery and/or treatment activities contemplated by
this Agreement shall be conducted.
(ii) Any support required at any time to comply with the conditions of
this covenant will be provided by the Licensor on the cost basis
defined in Article IV.
(iii) The determination as to whether any on-site assistance by the
Licensor is required will be made solely by the Licensor.
6.05 Purchase of Essential Components Exclusively from Licensor. The Licensee
shall cause the sublicensee and/or site operator to purchase all components
termed herein as essential directly from the Licensor pursuant to the following
terms and conditions.
(a) Essential Reagents. The Licensee, as a part of the consideration for
the License herein granted, hereby agrees to purchase the essential
reagents directly from the Licensor. There are two essential reagents
for which this term applies: (1) SST; and, (2) a required polymer
compound. SST shall be purchased on a per gallon basis and the polymer
shall be purchased on a per pound basis pursuant to the cost basis
provided for in Article IV.
(i) Requirement of Manufacturing. At no time, except upon the express
written consent and control of the Licensor, shall SST or the
polymer by manufactured in the Grant Territory.
(ii) Shipping. All costs of shipment shall be borne by the site
operator. The method of shipment shall be f.o.b. (shipping) from
point of manufacture, having that meaning ascribed to it by
standard convention.
(b) Essential Process Equipment. Except upon the express written consent of
the Licensor, the Licensee, as a part of the consideration for the
License herein granted, hereby agrees to cause the sublicensee and/or
site operator to purchase the essential process equipment directly from
the Licensor. All pieces or categories of equipment which shall be
deemed essential and shall be purchased directly from the Licensor
shall be detailed in the Site Specific Agreement for each site.
17
(i) Shipping. All costs of shipment shall be borne by the site
operator. The method of shipment shall be f.o.b. (shipping) from
the point of manufacture and/or distribution, having that meaning
ascribed to it by standard convention.
(c) Licensor Covenants to Supply Essential Components. The Licensor hereby
covenants that it will within a reasonable time supply the aforesaid
essential components to the Licensee or its designated recipient on an
as needed basis.
(i) Ability to Supply. As of the dated hereof, Licensor represents
and warrants to Licensee that it presently has and shall have the
ability to supply the aforesaid essential components to the
Licensee or its designated recipient.
(d) Excluded Components. The Licensee or its Related Companies or any
engineering contractors shall source and provide for all components
not herein referenced, or provided for in any Site Specific Agreement.
6.06 Covenants to Provide Training. Licensor hereby covenants and agrees to
train the personnel of the site operator for the requisite laboratory and
process operations.
(a) Procedure on Training. All personnel shall be trained over the course
of two (2) weeks at the Licensor's principal facility at One KBF Plaza
in Paterson, New Jersey, and a period of time not to exceed one (1)
week on location at the individual site.
(b) Standard Operating Procedure. As part of the preparation of the final
design proposal for each site, the Licensor shall prepare a site
specific Standard Operating Procedure (the "SOP") manual for the site.
All personnel will be trained according to the standard operating
procedure of their respective sites.
(c) Indemnification on Failure to Comply with the SOP. The Licensee hereby
agrees to indemnify and hold the Licensor harmless from all loss,
expense (including reasonable attorney's fees) and damages arising out
of any claims, demands and liabilities (including claims by Related
Companies, sublicensees, employees and/or other third parties)
incurred by its, their own or the site operator's neglect arising out
of the failure to strictly abide by and adhere to the terms and
instructions specified in the site SOP manual and the relevant Site
Specific Agreement.
6.07 Assumption of Risk by Licensee. Licensee agrees that it shall be
responsible for damage to its or its Related Companies' property and for injury
or death of its employees and agents caused by any acts or omissions to act
arising from its or its sublicensee's direction, supervision or instruction,
including negligence, of the employees or agents of the Licensor, during the
performance of this Agreement. The Licensee agrees to release the Licensor from
any and all liability for loss or damage so caused to its or its Related
Companies' properties, and further agrees to indemnify and hold harmless the
Licensor against all claims and causes of action arising out of such damage to
property or such injury or death of employees or agents, except where actions or
omissions of the Licensor or its agents give rise to any claims, demands and
liabilities.
(a) Environmental Health and Safety Considerations. Since the Licensee
will hire or cause to be hired various engineering contractors, the
Licensee expressly acknowledges that it will be the responsibility of
such engineering contractors as well as the Licensee, not the
Licensor, to ensure that each site is ultimately designed, engineered,
constructed and thereafter operated in accordance with the applicable
safety, health, and environmental standards or requirements of the
Grant Territory.
(b) General Indemnification. Licensee further indemnifies and holds
Licensor harmless from any and all claims, demands, causes of action
and all costs of defense incurred by the Licensor (including court
costs and reasonable attorney's fees actually incurred) which
18
claims, demands or causes of action are asserted by any third party
whatsoever including employees of the Licensee and its Related
Companies and are caused or alleged to be caused by reason of any
fault or defect in the design, construction or operation of any site.
(c) Survival. The provisions of this clause shall survive expiration or
termination of this Agreement for any reason and shall not be affected
thereby.
6.08 Maintenance of Secrecy; Restrictions; Survival. It is recognized by the
parties hereto that information in the form of Know-how will be disclosed,
taught or delivered by the Licensor pursuant to this Agreement and will contain
and incorporate confidential information in which Licensor has and will continue
to have a proprietary interest as the owner of such information, and Licensee
agrees to maintain, and will maintain, as confidential any and all information
disclosed to Licensee, directly or indirectly, pursuant to this Agreement.
Licensee will obtain from its employees, contractors, consultants, agents,
stockholders and other persons having access to Know-how acquired by Licensee
from Licensor (or any possible third party infringer), pursuant to this
Agreement, duly binding agreements from such persons, in a form acceptable to
Licensor, to maintain in confidence any such information disclosed to such
person by Licensee. Licensee agrees to reveal Know-how revealed to it by
Licensor pursuant to this Agreement, only to such persons and only to the extent
as may be required to permit Licensee to make possible the utilization of such
Know-how pursuant to this Agreement. The provisions of this paragraph shall
survive the termination of this Agreement.
ARTICLE VII
DISTRIBUTION MARKETING; MINIMUM SALES AND BEST EFFORTS
7.01 Authorized Sales Channel. Licensee shall arrange for the sale or use of the
Licensed Material in the Grant Territory.
7.02 No Competitive Products. Licensee hereby covenants and agrees that it
shall not sell or use any material which may be regarded by the Licensor as
directly competitive with the Licensed Material, except upon the express written
consent of the Licensor.
7.03 Reciprocal Exchange of Commercial Information. The Licensor agrees to
furnish to the Licensee all commercial and marketing information and contacts
which it has heretofore obtained or developed in connection with the
exploitation of the Licensed Material in the Grant Territory, and the Licensee
agrees to furnish to the Licensor all commercial and marketing information and
contacts which it has heretofore obtained or developed in connection with the
exploitation of the Licensed Material in the Grant Territory.
7.04 Best Efforts of Licensee. The Licensee hereby covenants and agrees to use
its best efforts to promote the sale and use of the Licensed Material in the
Grant Territory. The Licensee shall as soon as possible after receiving the
Licensed Material herein granted begin to sell and to arrange for penetration of
the Grant Territory. The Licensee shall at all times throughout the life of this
Agreement exert its best efforts to create, service, supply and otherwise
satisfy as extensive a market for the Licensed Materials in the Grant Territory
as is possible. Breach of this provision in any manner shall be deemed a
material breach for which the Licensor may pursue termination in full accord
with this Agreement.
(a) Duty to Exploit. It is understood and agreed that the Licensee
undertakes for itself the obligation to sell the Licensed Material,
but shall not incur any pecuniary liability for breach of this
undertaking, it being understood and agreed that if the Licensee
declines to accept otherwise feasible orders from any purchasers or
fails to meet the requirements of any purchaser of the Licensed
Material provided for in orders accepted by the Licensee, the Licensor
may license such other third parties to supply the Licensed Material
to such purchasers. Said licenses to said third parties shall be
confined to supplying the Licensed Material to only such purchasers
from whom the Licensee may have refused to accept orders or whom the
Licensee has failed to supply, and said license shall be limited as to
19
time only to the extent that the Licensee corrects such non-conforming
conduct. The Licensor agrees that, in the event of the Licensee's
breach of this duty to exploit the Licensed Material, no license shall
be granted to any third party upon terms more favorable than the terms
then in force between the Licensee and the Licensor.
(b) Sales Organization and Efforts. The Licensee agrees to maintain
suitable sales personnel and exert its best efforts toward vigorously
promoting the sales and use of the Licensed Material, including prompt
handling of all inquiries, personal calls on customers and/or
potential site operators and local marketing to the extent permissible
or practical in the Grant Territory.
7.05 Minimum Sales Requirement. If within any one (1) year period, as measured
by the anniversary date of the first Site Specific Agreement, there shall be any
less than ten (10) additional individual sites in operation in the Grant
Territory using the Licensed Material (i.e., ten additional sites each year), or
otherwise in substantial completion of construction, the Licensor may, at its
option, choose to excise the exclusivity provisions from this Agreement and
license the Licensed Material to others for the exploitation of the Grant
Territory market. This requirement shall accrue and is to be satisfied only by
the sales and marketing efforts of the Licensee; any site or contract that
results from the sales or marketing efforts of the licensor shall not be
included in the accrual or satisfaction of this requirement. Breach of this
provision in any manner shall be deemed a material breach for which the Licensor
may pursue termination in full accord with this Agreement.
7.06 Remedy on Inability to Supply Demand. In the event of or at the time the
Licensee should be unable to supply the Demand for the Licensed Material, the
Licensor shall have the right after reasonable notice to the Licensee to engage
in sufficient efforts (including licensing to others) to fill such demand over
and above the then present capacity of the Licensee but only so long as the
Licensee shall be unable to fulfill said demand or otherwise gives its consent
to the Licensor to engage in such efforts. Otherwise, the Licensor shall have
the right to pursue termination in accord with Section 3.02 (a)(iv) hereof.
ARTICLE VIII
QUALITY CONTROL STANDARD OPERATING PROCEDURES
8.01 Quality Control. Since quality control and quality assurance protocols
(hereinafter "QC/QA") are essential to the efficient operation of the Technology
and Process, and the failure to conform to these protocols may result in the
failure of the Technology and Process to function as contemplated hereby, the
Licensee hereby agrees that it shall, pursuant to this Agreement and each
individual Site Specific Agreement, cause strict adherence to all QC/QA
standards for each site precisely equivalent to those provided for in the
Standard Operating Procedure (the "SOP") manual, which manual shall be provided
to the Licensee and/or site operator and the individual employees of the site
operator by the Licensor.
8.02 Standard Operating Procedures. As part of the preparation of the final
design proposal for each site, the Licensor shall prepare a site specific SOP
manual for each site. All personnel trained by the Licensor will be trained
according to the standard operating procedure of their respective sites. All
necessary copies of the SOP manual shall be provided to trained personnel and/or
the site operator and/or the Licensee at the expense of the Licensor.
8.03 QC/QA Reporting Requirement. The Licensee shall, pursuant to this Agreement
and each individual Site Specific Agreement cause to be enforced strict
compliance with all site specific QC/QA reporting requirements detailed in each
site specific SOP manual, to be provided prior to the commencement of operations
at each site.
8.04 Procedure on Failure to Comply. Strict adherence to the QC/QA protocols and
the SOP shall be required. Since strict compliance with the SOP and QC/QA
protocols is critical to the effective use of the Licensed Material, the
Licensee, as a part of the consideration for the License herein granted, agrees
to
00
xxxxx xxxxxx compliance with the SOP and QC/QA protocols. The Licensee further
covenants that it shall have the responsibility and authority to enforce
compliance of these protocols, and shall do so in strict compliance with the
terms and provisions of this Article.
(a) Notice of Non-Compliance. Any deviation from the QC/QA protocols or
any material operating provision of the SOP will result in the
issuance of a Notice of Non-Compliance. The notice will issue to the
Licensee as well as to the site operator. The site operator will then
be given ten days (10) to cure the compliance deficiency. If the
deficiency remains uncured, an additional notice will issue. The site
operator will be given ten (10) additional days to cure the
deficiency. This process of notice and instruction to cure will repeat
a maximum of five (5) times for the same deficiency. If the deficiency
at issue still remains uncured, the Licensor shall issue to the
Licensee and the site operator a Notice of Issuance of Penalty.
(b) Issuance of Penalty. The Licensor may issue to the Licensee a fine not
to exceed $15,000 for each penalty required to be imposed. The
Licensee shall then enforce and make all reasonable efforts to collect
this penalty as against the site operator.
(c) Visitation. The Licensor, at its option, may at any time elect to
visit the site in violation in order to ensure correction of any
deficiency. The reasonable costs of any such visitation shall be borne
equally by the Licensee and Licensor.
(d) Material Breach. Continued persistent failure to correct any one
single violation and/or deviation from the procedure as outlined
herein and in the individual per site SOP manuals over the course of
any six (6) month period will be deemed a material breach for which
the Licensor may pursue termination in full accord with the provisions
of this Agreement.
ARTICLE IX
MUTUAL COVENANTS
Each of the parties hereto covenants to the other party as follows:
9.01 Incorporation of Previous Agreements. The parties hereto agree that all
confidential information and/or evaluation materials, respectively defined in
the Nondisclosure and Confidentiality Agreements (collectively, the
"confidentiality agreements"), executed by the parties on December 30, 1997, and
disclosed in furtherance of this Agreement, shall remain confidential between
the parties and there will be no disclosure of these materials except as
provided under the terms of the confidentiality agreements and this Agreement.
9.02 Confidentiality of Terms. With the exception of acknowledging that this
exclusive license for the territory has been established for a minimum period of
ten (10) years, all other terms relating to this contract shall remain
confidential between the parties and there shall be no disclosure of them by a
party without the written consent of the other party, except as is necessary to
comply with any legal and/or accounting disclosure requirements.
9.03 General Confidentiality. Except as otherwise required by law or in
connection with judicial, administrative or arbitration proceedings (in which
case the disclosing party shall be afforded a reasonable opportunity to seek a
protective order), each of the parties agrees not to (i) disclose any
confidential information herein defined of the other party, or the remaining
terms of this Agreement, to any individual or entity (other than its directors,
officers, employees, agents and representatives with a need to know such
confidential information) or (ii) use any confidential information of the other
party for any purpose other than consummating the transaction contemplated
hereby and, with respect to Licensee, conducting the remediation, recovery
and/or treatment contemplated herein.
21
9.04 Mutual Cooperation. The parties acknowledge that in order to further the
purposes of this Agreement information containing or consisting of trade
secrets, customer lists and other confidential information may be communicated
by either party to the other. Such information may take the forms of plans,
drawings and data, and will be deemed confidential unless otherwise designated
by the Licensor of Licensee as "Non-Confidential Information." The parties
hereto agree to cooperate after the execution of this Agreement to the fullest
extent reasonably necessary to consummate fully the transaction contemplated
hereby, including but not limited to accounting for the transaction hereunder.
9.05 General Indemnification of Licensor. The Licensee shall not incur any
liability or indebtedness in the name of the Licensor, nor do or suffer any act
or thing which may render the Licensor liable for the payment of any money to
any third person for any purpose whatsoever, except as herein otherwise
provided. The Licensee hereby agrees to indemnify and hold the Licensor harmless
from all loss, expense (including reasonable attorney's fees) and damages
arising out of any claims, demands and liabilities incurred by its own neglect
in connection with the fulfillment of the terms and conditions of this
Agreement.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01 Representations and Warranties of Licensee. As of the date hereof,
Licensee represents and warrants to Licensee as follows:
(a) Authority. Licensee has full power, capacity and authority
(corporate or otherwise) to execute and deliver this Agreement, and
to consummate the transactions contemplated hereby. The execution
and delivery of this Agreement, and the consummation of the
transactions contemplated hereby, have been duly and validly
authorized by Licensee, and no other proceedings (corporate or
otherwise) on the part of Licensee are necessary to authorize this
Agreement, or to consummate the transactions contemplated hereby.
This agreement has been duly and validly executed and delivered by
the Licensee, and (assuming valid execution and delivery by
Licensor) constitutes the legal, valid and binding agreement of
Licensee.
(b) Consents and Approvals. There is no authorization, consent, order or
approval of, or notice to or filing with any individual or entity
required to be obtained or given in order for Licensee to execute
and deliver this Agreement, to consummate the transactions
contemplated hereby and to fully perform its obligations hereunder.
(c) Absence of Conflicts. The execution, delivery and performance by
Licensee of this Agreement, and the consummation by Licensee of the
transactions contemplated hereby and thereby, will not, with or
without the giving of notice or lapse of time or both, (i) violate
any provision of law, statute, rule or regulation to which Licensee
is subject, (ii) violate any order, judgment or decree applicable to
Licensee, or (iii) conflict with or result in a breach or default
under any term or condition of the Certificate of Incorporation or
By Laws of Licensee, or any agreement or other instrument to which
Licensee is a party or by which it is bound.
(d) Brokers and Finders. Neither Licensee nor any of its officers,
directors, employees, Affiliates or associates has employed any
broker, finder or investment banker, or incurred any liability for
any brokerage fees, commissions or finders' fees in connection with
this Agreement or the transactions contemplated by this Agreement.
(e) Related Companies and Affiliates. The Licensee has the means to
exploit the entire market in the Grant Territory, and to arrange for
timely payment of all fees and royalties herein defined itself or
through existing arrangements with Related Companies or other third
parties.
22
10.02 License Covenant to Assist in Approvals. The Licensee hereby covenants, as
part of the consideration of this Agreement, to engage in all reasonable efforts
to secure all approvals reasonably required by the Licensor, including but not
limited to approval to the EPA SITE program and any and all patent approvals in
each national market in which the Licensee will market the Licensed Material.
10.03 Survival of Representations and Warranties; Covenants Indemnities. All
representations, warranties, covenants and indemnities contained herein or made
in writing by any party in connection herewith shall survive the termination or
expiry of this Agreement indefinitely. All covenants contained herein shall
survive until performed fully. The provisions for payment of (and accounting in
respect to) the fees detailed in Article IV of this Agreement and other monies
due to the Licensor under this Agreement shall survive the termination or expiry
of this Agreement.
10.04 Severability. If any provision of this Agreement or the application of
such provision to any person or circumstance shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than to those to which it was held invalid, shall not be
affected thereby, shall be severable, shall inure to the benefits of both
parties and shall be valid and enforceable in accordance with their terms.
10.05 Further Acts. The parties hereto agree, as part of the consideration to
this Agreement, to perform such further acts and execute such additional
instruments as may be necessary to carry out the full intent and purpose of this
Agreement.
10.06 Counterparts. This agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute one and
the same instrument.
10.07 Headings. The article, section and provision headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.
10.08 Application. This agreement applies to, inures to the benefit of, and
binds the parties hereto and, subject to the express assignment provisions
hereof, their respective successors and assigns.
10.09 Scope. This agreement together with the attachments annexed hereto
constitutes the entire agreement between the parties. It supercedes any prior
agreement or understandings between them as to the subject matter contemplated
herein, and it may not be modified or amended in any manner other than as set
forth herein.
10.10 Amendment and Modification. This agreement may only be amended, modified
or supplemented by written agreement of the parties.
10.11 Assignment. Licensor shall have a right to assign any and all of its
rights under this Agreement to any Affiliate or other entity owned or controlled
by Licensor provided that Licensor and the assignee shall be jointly and
severally liable to perform all of Licensor's obligations hereunder. Otherwise,
neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by either of the parties hereto without the express prior
written consent of the other party, except that Licensor or Licensee may assign
their respective rights and obligations under this Agreement to any purchaser of
all or substantially all of their respective assets or the assets or their
respective parent companies.
10.12 Waiver. Any failure of the Licensor, on the one hand, or the Licensee, on
the other, to comply with any obligation herein may be expressly waived
hereunder, but such waiver shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure. Any waiver must be in writing and
duly executed by the appropriate party. The remedies set forth in this Agreement
shall be cumulative and no one shall be construed as exclusive of any other or
of any remedy provided by law. The failure of any party to exercise any remedy
at any time shall not operate as a waiver of them or the right of such party to
exercise any remedy for the same or subsequent default at any time.
10.13 Reservation of Rights. All rights not specifically and expressly granted
to the Licensee by this Agreement are reserved to the Licensor.
23
10.14 Third Parties. Except as specifically set forth or referred to herein,
nothing herein shall be construed to confer upon or give to any party other than
the parties hereto and, only if applicable, their successors or permitted
assigns, any rights or remedies under or by reason of this Agreement.
10.15 No Agency or Partnership. The parties are not partners or joint ventures
nor is the Licensee entitled to act as the Licensor's agent, nor shall the
Licensor be liable in respect of any representation, as or omission of the
Licensee of whatever nature.
10.16 Force Majeure. The parties hereto shall not be liable for the failure of
performance hereunder if occasioned by war, declared or undeclared, fire, flood,
acts of God, interruption of transportation, embargo, accident, explosion,
inability to procure or shortage of supply of raw materials, equipment, or
production facilities, prohibition of import or export of the Licensed Materials
covered hereby, governmental orders, regulations, restrictions, priorities or
rationing, or by strike, lockout, or other labor troubles interfering with the
production or transportation of such goods or with the supplies of raw materials
entering into their production of or any other cause beyond the control of the
parties. Any suspension of performance by reason of this article shall be
limited to the period during which such cause of failure exists, but such
suspension shall not affect the running of the terms of this Agreement.
(a) Merger or Acquisition. In the event of the direct or indirect
acquisition, or assumption of a 20% or greater controlling interest of
the Licensee by any superior authority, the Licensor shall, at its
option, have the right to terminate this Agreement at any time
thereafter upon giving written notice thereof to the Licensee, and,
upon the giving of such notice of termination, this Agreement shall
terminate forthwith.
(i) Continuing Rights and Obligations. In the event of such
termination, the Licensee and/or the relevant superior authority
shall be entitled to income as provided for by the terms of this
Agreement, and shall remain obligated to the Licensor for all
royalties payable and duties owning hereunder for only those
sites, as that term is herein defined, existing upon termination
in the event provided for by subparagraph 10.16 (a) hereof. In
the event of any such termination, the Licensor hereby covenants
to contract or otherwise deal with the Licensee and/or the
relevant superior authority on a site by the site basis as is
reasonably necessary for each of these existing sites.
(ii) Non-Exclusivity. In the event of the direct or indirect
acquisition, or assumption of a 20% or greater controlling
interest of the Licensee by any superior authority, the Licensor,
at its option, and in lieu of termination, may choose to excise
the exclusivity provisions from this Agreement and may license
the Licensed Material to others for the exploitation of the Grant
Territory market. If the Licensor chooses to exercise this
option, there shall be no effect on the royalties payable and
duties owing to the Licensor pursuant to the remaining terms of
this Agreement.
10.17 Conflicts. In the event that any provision, term, condition, or object of
this Agreement may be in conflict with any law, measure, ruling, court judgment
(by consent or otherwise), or regulation of the any governmental authority, or
any department or agency thereof, and the legal counsel of either party shall
advise that in their considered opinion such conflict or a reasonable
possibility of such conflict exists, then either party may propose to the other
appropriate modifications of this Agreement to avoid such conflict. In such
case, if an agreement or modification is not reached within sixty (60) days, the
party making such proposal, after thirty (30) day written notice to the other
party, may terminate this Agreement in its entirety, as of a date subsequent to
such thirty (30) days, and which shall be specified in said notice.
10.18 Government Approval. Any approval of this Agreement by any government
which may require the Licensee to seek its approval to enable the Licensee to
enter into this Agreement or to make payments
24
hereunder in United States dollars in the United States of America shall be
secured in writing by the Licensee who shall supply the same or a true copy
thereof to the Licensor within six (6) months of the date of this Agreement.
10.19 Joint and Several. All agreements on part of either of the parties which
comprises more than one person or entity shall be joint and several.
10.20 Currency. Throughout this Agreement the currency is U.S. Dollars.
10.21 Entire Agreement. This agreement sets forth the entire agreement and
understanding between the parties as to the subject matter of this Agreement and
merges all prior discussions between them, and neither of the parties shall be
bound by any conditions, definitions, warranties or representations with respect
to the subject matter of this Agreement or as duly set forth on or subsequent to
the date hereof in express writing and signed by a proper and duly authorized
representative of the party to bound thereby. This written agreement embodies
all of the understanding and obligations between the parties with respect to the
subject matter hereof.
ARTICLE XI
GOVERNING LAW
11.01 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to its
conflicts of law principles.
ARTICLE XII
NOTICE PROVISIONS
12.01 Notices. All notices, consents, requests, demands and other communications
required or permitted hereunder shall not be binding unless in writing and shall
be deemed to have been duly given when delivered by hand or by facsimile
transmission (transmission confirmed and hard copy mailed by first class mail)
or three (3) days after mailed, certified or registered mail with postage
prepaid:
(a) If to Licensor, to:
KBF Pollution Management, Inc.
1 KBF Xxxxx
Xxx xx Xxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx
Fax No.: 000-000-0000
or to such person or address as the Licensor shall furnish to the Licensee in
writing by notice given in the manner set forth above.
(b) If to the Licensee, to:
Solucorp Industries, Ltd.
000 Xxxx Xxxxx Xxxx
Xxxx Xxxxx, Xxx Xxxx 00000
Attn: Xxxxx Xxxxxx
Fax No.: 000-000-0000
or to such other person or address as Licensee shall furnish to the Licensor in
writing by notice given in the manner set forth above.
25
12.02 Adequacy of Service. Notice given personally shall be deemed given at the
time of delivery. Notice sent by post in accord with this clause shall be deemed
given at the commencement of business on the second business day following its
posting. Notice sent by telefax or facsimile transmission in accord with this
clause shall be deemed given at the time of actual transmission and must be
accompanied by notice by post. Notice sent by post must either be sent certified
mail, return receipt requested, or by Federal Express or other suitable licensed
overnight carrier.
ARTICLE XIII
DELIVERIES UPON EXECUTION
13.01 Deliveries. The following deliveries shall be made upon execution and,
unless waived by the appropriate party in writing or by consummating the
transactions contemplated hereby without them, are conditions precedent to
execution of this Agreement:
(a) Letters patent and applications for letters patent of the Licensor
(Attachment A);
(b) All relevant agreements as and between the Licensee and any Related
Company in the Grant Territory with whom the Licensee intends on
working or partnering with to conduct the remediation, recovery and/or
treatment activities contemplated herein;
(c) Samples, and precise quantity, flow, throughput and existing process
data for the anticipated first site;
(d) All unrestricted common stock of the Licensee due upon execution; and,
(e) All other attachments to this Agreement as deemed reasonably necessary
by either party.
13.02 Further Assurances. Licensor and Licensee shall each deliver, or cause to
be delivered, all other documents reasonably required to be delivered by the
other party at the execution and shall take all other actions which are
reasonably necessary or appropriate in order to consummate fully the
transactions contemplated hereby.
13.03 Compliance With Payment Schedule. Concurrently upon execution of this
Agreement. Licensee shall pay all fees owing to Licensor accord with the terms
of Article IV.
IN WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to be duly
executed in their names by their proper officers thereunto duly authorized and
their corporate seals to be hereunto affixed on the date hereinafter set forth.
KBF POLLUTION MANAGEMENT, INC. SOLUCORP INDUSTRIES
By: /s/ Xxxxxxxx X. Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx
---------------------------------- --------------------------
Xxxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxx
President, Chief Executive Officer President
Date: March 20, 1998 Date: March 20, 1998
---------------------------------- --------------------------
[Corporate Seal] [Corporate Seal]
26
ATTACHMENT A: LETTERS PATENT: LICENSED MATERIAL
Method for Recovering and Separating Metals from Waste Streams
by
Xxxxxxxx Xxxxxxxx
FIELD OF THE INVENTION
The present invention relates generally to a method for removing
precious and non-precious metals from hazardous and non-hazardous waste streams,
and more particularly to a method for recovering and separating such metals.
BACKGROUND OF THE INVENTION
Treatment and reduction of concentrations of metals in metal bearing
industrial waste streams to environmentally acceptable levels has been a long
term problem. It is important to be able to treat such wastes and remove metals,
hazardous materials, and toxic substances, with minimal amounts of solid wastes
remaining in a cost effective manner. The ultimate solution to such
environmental problems, recovery, recycling, and reuse of metals contained
within waste streams has been inadequately addressed.
In those instances where metals, compounds, and hazardous materials are
not separated from waste streams, but are transported to special waste disposal
facilities for treatment or storage, the metals are not recovered, leaving them
to be disposed of with other unprocessed or partially processed wastes. As a
result, not only is there no recycling with the attendant potential for economic
profit or cost reduction, but waste disposal and waste storage problems are
created as well. Such waste disposal and waste storage problems are associated
with high cost and long waste storage time periods. Often, the wastes generated
are considered to be hazardous. Under many environmental statutes, hazardous,
toxic, and/or dangerous wastes remain the liability
2
of the waste generator, as long as these wastes exist in the environment. Such
long term liability remains with the generator, even though the wastes may have
been treated and placed in a secure landfill for disposal.
Processes for removing metals from waste streams including ion exchange
and electrolysis have heretofore been known, but theses process are limited. Ion
exchange is costly, slow, and cumbersome to use, and in order to be effective,
the waste water being treated must be passed through a significant amount of
ion-exchange resin, usually in the form of a filter bed, making it effective, in
most cases, for only treating small volumes of waste water. The complex
fabrication process and sophisticated synthetic chemistry required by ion
exchange metal recovery technology significantly contributes to the expense of
its use to purify liquid waste streams. The cost and complexity of ion exchange
also limits the variety of resins available.
Although ion exchange resin beds may be regenerated, the waste waters
from regeneration must often be retreated to remove bulk contaminants and then
usually passed through the ion exchange resin again to eliminate hazardous
materials. Thus, ion exchange is a cumbersome process, and therefore
impractical, especially for large volumes of waste water in a
continuous-treatment process, as compared to using ion-exchange in a
batch-treatment process.
Electrolysis is also expensive, requires significant maintenance,
employs other resources, may create its own waste disposal problems and is
energy intensive. Electrolytic recovery is, at best, 70%-80% efficient. Besides,
the electrolyte systems available today are very sensitive to the presence of
contaminants.
Use of either ion exchange or electrolytic recovery of metals from
waste streams requires separation of streams for processing, thereby ultimately
creating
3
multiple waste streams. This multiplicity of streams results in a costly waste
removal process for the waste stream generator.
In contrast to the ion exchange and electrolytic metal recovery
processes, one of the more acceptable technologies for treating waste water is
based on a settling process, using fixating agents such as hydroxides and
sulfates. The fixating chemicals are added to water in a settling tank to absorb
or otherwise transform the contaminants into materials which settle to the
bottom of the tank. This technology uses comparatively simple equipment and
permits the processing of large volumes of waste waters, without adding
materials which would result in an environmentally undesirable effluent stream.
However, in many cases, use of ordinary settling processes fails to reduce
contaminant concentrations to levels low enough to meet the statutory
requirements, without using excessive amounts of materials, over a protracted
processing time. Current settling processes often produce undesirably large
quantities of solid hazardous or toxic wastes in the form of sludge. The sludge
cannot, for the most part, be effectively regenerated. Thus, using current
settling techniques for waste water treatment, the resulting sludge product is
yet another waste material that must be disposed of in a secure landfill without
benefit of recycling. In turn, this process results ultimately in the necessity
to clean the environment in the long term future.
As a result of problems associated with the above noted technologies,
waste water generators have been forced to consider alternative methods which
employ the addition of metal complexing agents to waste water streams and sludge
of various industrial processes.
For example, U.S. Patent No. 3,966,601 (Xxxxxxxxx, et al.) discloses a
purification process comprised of mixing a soluble heavy metal salt and a heavy
metal dithiocarbamate. U.S. Patent No. 4,387,034 (Xxxxx, et al.) discloses a
collector for
4
use in concentrating metal values in ores by flotation, the collector being
comprised of a mixture of 0-isopropyl N-ethylthionocarbamate and o-isobutyl
N-methylthionocarbamate.
U.S. Patent 4,578,195 (Xxxxx, et al.) discloses a process for treating
aqueous effluents to remove polluting metallic elements wherein the effluent is
contacted with a poly(dithiocarbamate) chelating agent. U.S. Patent 4,612,125
(Elfline) discloses a method for removing heavy metals from waste water streams,
comprising treating the waste water with sulfur-containing compounds, such as
sodium tri-thiocarbamate.
U.S. Patent 4,678,584 (Elfline) discloses a method for treating a
liquid containing a heavy metal comprising contacting the liquid with a mixture
of sodium diethyldithiocarbamate and sodium tri-thiocarbanate. U.S. Patent
4,943,377 (Xxxxxx) discloses a method for removing heavy metals from waste
effluents comprising mixing the effluents with a solution of a sulfur compound
such as sodium polythiocarbamate. U.S. Patent 5,372,726 (Straten) discloses a
method for treating water polluted by metal ions comprising the steps of adding
thiocarbamide, potassium or sodium hydroxide, and potassium or sodium
hyposulfite.
U.S. Patent 5,264,135 (Xxxx) discloses a method for treating sludge
from industrial waste water streams comprising the steps of adding a metal
complexing agent to the sludge such as dimethyl-dithiocarbamate or a salt
thereof. The metal complexing agent is added to a sludge thickening tank prior
to de-watering in a filter press to form a sludge that contains 60% to 85%
moisture by weight. Xxxx does not disclose use source separation of the effluent
throughout the process and does not disclose adjusting the pH of the waste
solution to the optimal point of insolubility for the various metals involved.
Xxxx characterizes the sludge as being fixated, thereby allowing disposal in
landfills.
5
In addition, a number of metallurgical processes for recovering metal
have also been disclosed. For example, U.S. Patent 3,899,322 (Yosim et al.)
discloses a process for recovery of noble metals from scrap comprising melting
the scrap at a temperature between 800(degrees)F and 1,800(degrees)F. U.S.
Patent 4,135,923 (Day) discloses a process for the extraction of metals from
metallic materials comprising heating a lead-free mixture of metals and
separating the metals in a molten state.
U.S. Patent 5,008,017 (Kiehl, et al.) discloses a process for
recovering metals from waste liquids, including a step for obtaining pure metal.
A dewatered sludge is heated for a period from about thirty minutes to about one
hour at 900(degrees)F, to recover substantially pure silver. However, this
metallurgical process for recovering metals from a metallic sludge is very
complicated, and requires a metal complexing agent be applied to the metallic
sludge of waste streams.
None of the known prior art technologies separate and also recover a
variety of metals from one or more waste streams in order to use the metals as
valuable commercial products, nor do they disclose the recovery, recycling, and
reuse of the recovered metals. In those prior art processes using reagents to
cause fixation of metals and to produce a fixated hydroxide sludge byproduct,
the resulting byproducts must be sent to and disposed of in a secure landfill or
alternative receiving site.
For the foregoing reasons, there is a need for a method for removing,
separating, and recovering metals and groups of metals and groups of metals,
such as transition metals, alkali metals, and alkaline earth metals. An
efficient method for removing, separating, and recovering such metals in a cost
effective manner with a high degree of recovery from waste streams and with
minimal amounts of unprocessed solids and sludge remaining in the environment is
needed. Illustrative, but not limitative, of the metals that such a method can
be capable of separating, removing and recovering are such precious and
non-precious metals as aluminum, barium, beryllium, calcium, chromium,
6
cobalt, copper, gold, iron, lead, magnesium, manganese, nickel, platinum,
potassium, silver, tin, vanadium, zinc, and the like.
Such a process should also be capable of removing other metals, such as
antimony, arsenic, selenium, thallium, and the like from waste streams with at
least 50% removal.
7
SUMMARY OF THE INVENTION
The present invention is directed to a method for recovering and
separating precious and non-precious metals from hazardous and non-hazardous
industrial waste streams. The method of the present invention removes,
separates, and recovers such metals in a cost effective manner with more than
95% removal from waste streams and with minimal amounts of unprocessed solids
and sludge remaining in the environment.
The method of the present invention for separating and recovering
precious and non-precious metals from industrial waste stream generally
comprises: adjusting the pH of an industrial waste stream containing the
precious and non-precious metals to be recovered; adding a metal complexing
agent to said waste stream to form metal ions of the metals to be recovered;
adding a particle growth enhancer to promote the aggregation of said metal ions;
adding a flocculating agent to increase the particle size of said metal ions and
form a solution thereof; dewatering said solution to form a sludge and a
supernatant; dewatering and drying said sludge to form an ionic metal
concentrate; and, melting said concentrate to selectively remove and recover a
desired metal therefrom.
8
DETAILED DESCRIPTION OF THE INVENTION
In accordance with the present invention, a method for recovering and
separating metals from waste streams, comprises the following steps:
pH of a waste stream is adjusted;
a metal complexing agent is added;
a particle growth enhancer is added;
a flocculating agent is added resulting in a solution;
the solution effluent is then dewatered, preferably using a plate and
frame press, resulting in a sludge and a supernatant; and
metals are recovered from the sludge upon melting, drying and
dewatering a filter cake with melting enhancers so as to permit
selective removal of a fused metal-bearing concentrate for casting into
ingots to be sold to primary smelters.
A suitable base such as sodium hydroxide (NaOH) or calcium hydroxide
(Ca(OH)2) or a suitable acid such as hydrochloric acid (HCl) can be used to C1
the pH of the waste stream from about 5 to about 13, preferably from about 7 to
about 12, depending upon the initial pH of the waste stream to be treated and
the metal(s) desired to be recovered.
The metal complexing agent that can be used comprises a mixture of a
carbamate compound, an inorganic base, and water. The carbamate that can be
employed are those selected from the group consisting of thiocarbamates,
dithiocarbamates, alkylthiocarbamates such as dimethyldithiocarbamate and
diethyldithiocarbamate, and salts thereof. The inorganic bases that can be used
are those selected from the group consisting of sodium hydroxide, potassium
hydroxide, and the like. A preferred compelxing agent comprises a mixture
9
consisting of about 40% by weight sodium dimethyldithiocarbamate; about 10% by
weight sodium hydroxide; and, about 50% by weight water.
The particle growth enhancer is employed to promote an ionic exchange
with the metals in solution and to provide a foundation upon which the ionic
metal particles can grow. The preferred particle growth enhancer used is an
aqueous solution of calcium chloride comprising about fifty pounds (50 lbs.)
calcium chloride dissolved in about 100 gallons (gals.) of water in combination
with an ionic exchange promoter. The ionic exchange promoter employed is ferric
chloride (FeCl3) which is commercially obtained as a 38% liquid solution. The
amount of ionic exchange promoter used can range from about 0.03% to about 0.4%
by volume.
The flocculating agents employed in the method of the present invention
are commercially obtained material typically available as solid, granular ionic
polymers having a medium anionic charge. These flocculating agents, together
with the particle growth enhancer and the ionic exchange promoter, cause the
ionic metals in solution to increase in size and weight, precipitate, and
settle. Illustrative flocculating agents that can be used include Clarifloc
A-3020 available from Poly Pure, Inc., Parsippany, New Jersey; Floculite 402
available from Xxxxxx, Cincinnati, Ohio, and J. Flock 711 available from
Jamestown Chemical, Westhaven, Connecticut. The flocculating agent is prepared
as a diluted aqueous solution consisting of one pound of the flocculating agent
in 65 gallons of water and then further diluting this concentrate in 200 gallons
of water. This dilute solution is then used in concentrations of from about
0.001% to about 0.01% by volume. The preferred flocculating agent employed is
Clarifloc A-3020.
When the industrial waste stream to be treated contains organic
compounds, they are initially degraded or destroyed by using a suitable
oxidizing agent such as sodium hypochlorite, hydrogen peroxide at 35% to 50%
concentration, ultra violet (UV)
10
radiation or ozone (O3). When an oxidizing agent is used, the waste stream
should be monitored to assure that an oxygen reduction potential (ORP) of about
+350mv is achieved and maintained for a period of about 15 minutes before
treating the waste stream with the method of the invention.
Similarly, when the industrial waste stream to be treated is found to
contain chelating agents (e.g., hexavalent chromium) these agents are initially
degraded or destroyed by using a suitable reducing agent such as sodium
metabisulfite, sodium sulfide, and the like. The waste stream should be
monitored until the presence of the undesirable chelating agent can no longer be
detected.
The method of the invention includes the following steps:
a. Waste streams to be treated are analyzed to determine the types of
wastes and metals present, whether the waste streams contains precious
metals or non-precious metals; volatile organic compounds (VOCs);
solids above 5% by volume, chromium above an average of 15 parts per
million (ppm); and cyanide.
All incoming wastes are classified by priority metal which in a given waste
solution to be treated, is the metal found most prominently. "The most prominent
metal is analytically identified. For example, a waste solution containing 1000
ppm of copper and 200 ppm of cadmium has copper as the priority metal and
cadmium as the secondary metal.
b. Incoming waste streams are separated according to the priority metal,
identified by the analytical procedures for each respective waste
stream. Waste solutions with common dominant metals are mixed together
for processing. For example, a solution containing 1000 ppm or more of
copper
11
is mixed only with a waste solution containing a priority metal of
copper, since to do otherwise would reduce the concentration of copper
in the final metal recovery product. Recovery product is sold to
primary smelters based on the level of the priority metal. As the
priority metal is removed, the secondary metals are all concentrated
and the process moves to the next level based on the new priority metal
selected from the remaining waste solution. Thus, a continuing
recycling process takes place removing each priority metal
successively.
c. The pH of the waste streams is adjusted, as required, to increase
insolubility of the priority metal with ionically bonded compounds and
to precipitate ionic metal particles upon addition of a reagent. The
optimum pH level will vary from 7 to 12 depending on the priority metal
being addressed in the waste solution. For purposes of selective
separation, the priority metal is the most prominent metal determined
by analysis, i.e., the metal which the aforementioned analysis reveals
to be present in the highest concentration.
d. The reagent, in the form of a metal complexing agent is added to
chelate certain metals from ionically bonded compounds. These metals
will ultimately be removed and recovered from the waste water. The
metal complexing agent comprising a dithiocarbamate and preferably
comprising about 40% sodium dimethyl dithiocarbamate, about 10% sodium
hydroxide (NaOH) and about 50% water is used.
e. In the continuous treatment process described herein, 30 gallons of the
aqueous calcium chloride particle growth enhancer solution is first
added to a primary reaction tank containing 1,400 gallons of waste
water as described herein below. When the contents of the tank are
processed, CaCl2 is added to the flash mix tank continuously.
12
f. When the ferric chloride ionic exchange promoter is used, it is added
to the primary reaction tank used during the continuous treatment
process and is also added directly to the tank in the batch treatment
process.
g. Sodium hydroxide (NaOH) or calcium hydroxide Ca(OH)2 is added to the
mix, the choice of which to use depends on the solution's sensitivity
to pH change. A solution which is heavily buffered (resistant to pH of
change) is first graded with Ca(OH)2 and then fine-tuned with NaOH. On
the other hand, a solution that has little or no buffering and is thus
sensitive to pH change, will be adjusted with NaOH only. The hydroxide
is added to adjust pH to the optimum level for the priority metals, as
discussed more fully below:
h. As described above, flocculating agents are added to the mix, as
described below, to cause the ionic metallic precipitant to increase in
size and weight and settle.
As diluted working solution is used, proportional amounts of the
flocculant concentrate and water are added to replenish the working tank as
make-up flocculating agent.
The flocculant polymer solution is added to the continuous treatment
process by injecting it into the flash mix tank on a continuous basis. The
amount of flocculant polymer added is in proportion to the amount of dissolved
and suspended solids in the waste being treated. The flocculant is preferably
used in concentration ranging from about 0.0001% to about 0.01%.
i. Oxidation and reduction are used, as required. Waste solutions
containing
13
both hexavalent chromium and cyanide ions, such as certain plating
solutions, requires oxidation first and reductin second to ensure that
metal separation is complete. Thus, there are cases requiring both
oxidation and reduction.
In those cases where oxidation and/or reduction is required prior to
processing the wastes, the wastes are first processed in a batch operation as
described under "Batch Treatment" below.
j. Heavy particles settle resulting in a sludge and the supernatant is
clarified and discharged. The sludge is thickened and dewatered, and
metals are recovered from the resulting thickened and dewatered sludge
as described below.
k. The present invention recovers metals in the form of a dried powder.
The metal-recovery dried powder may be either melted as specified and
preferred in the present invention or, alternatively, the
metal-recovery dried power may be sold to the smelter, where the
product is used as feed stock in place of a virgin product in the
smelting operation.
The final and preferred step in the metal recovery of the present
invention occurs with the melting of the ionic metal compounds. A flux,
preferably a mixture of sodium tetra borate pentahydrate and soda ash, is added
to facilitate this melting step. Sodium tetra borate decahydrate and sodium
tetra borate anhydrous may be used in place of sodium tetra borate pentahydrate.
The ionic metal compounds are melted and then allowed to cool, resulting in
solid recovered metal products.
The resulting metals are recovered and separated by priority metal and
are sold to secondary and primary smelting operations. The present
14
invention provides the raw material feed stock for the smelting recovery of the
metals recovered as ionic compounds from waste streams. For example, a recovered
product containing copper as the primary metal is sold to a primary copper
smelter.
Waste streams containing large amounts of metals such as concentrations
equal to or greater than 2000 ppm (0.02% dissolved solids) and specific
solutions such as photographic wastes are treated in batch. In the batch
treatment, all operations occur in the same treatment vessel, i.e., a volume of
waste is placed in a tank, reagent is added, and the solution is allowed to
settle, leaving the clean supernatant at the top and prepared and/or ready for
discharge.
In comparison to batch treatment, continuous treatment is used for
waste solutions and in those cases where the volume of the waste stream is in
excess of 2000 gallons. In continuous treatment the waste solution is treated in
different tanks, each tank being used generally for a different purpose. The
wastes are moved from one tank to another allowing sufficient residence time for
the solution to be processed in each tank and for the required chemical
processes to take place. Solutions move at rates varying from about 5 gallons
per minute [gpm] to about 5000 gpm depending on the level of dissolved solids
being removed from the solution.
In continuous treatment, the wastes are moved from a primary treatment
tank to a flash mix tank, to a flocculatin tank, then to a gravity settler tank,
then to a filtration system, and finally to discharge. The solids that settle in
the gravity settler are continuously removed to a sludge settling tank prior to
de-watering. Continuous treatment operation is used to move large volumes of
waste containing low levels of dissolved
15
contaminants rapidly through treatment.
Both the continuous treatment and batch treatment operations produce
sludge. The amount of sludge produced is directly related to the amount of
dissolved metal in the incoming waste. As an example, a solution containing one
pound of dissolved salts will produce approximately one pound of sludge.
Moreover, an input containing 60,000 mg/liter of copper and 0.15 mg/liter of
lead would be typically left with 0.8 mg/liter copper and 0.02 mg/liter lead,
which means that 59,999.02 mg/liter copper and 0.13 mg/liter lead could be
recovered by the process of the present invention. In such case, the recovery
rate for copper is 99.9987% and for lead 86.666%.
16
CONTINUOUS TREATMENT OPERATION
In continuous treatment, incoming wastes are analyzed and are placed in
a tank depending on the level of metal in the waste stream, volume to be handled
and the reagents needed to cause metal separation.
Details on the continuous process are as follows:
a. The waste stream is analyzed.
b. All incoming waste streams are classified by priority metals.
c. A solution containing a priority metal of copper, for example, is
adjusted to a pH of 6 plus or minus 1 with an acceptable pH variation
of plus or minus 1, i.e., a pH range of from about 5 to about 7. The pH
is adjusted using NaOH, Ca(OH)2 or HCL depending on the initial pH of
the waste stream.
d. Once the pH of the waste is adjusted to the desired level, the metal
complexing agent of the present invention is added. The waste being
treated is allowed to mix with the metal complexing agent for about ten
minutes. As above described, the complexing agent preferably comprises
about 40% sodium dimethyl-dithiocarbamate, about 10% sodium hydroxide
and about 50% water.
e. After mixing the wastes being treated with the metal complexing agent,
calcium chloride solution is added and allowed to mix with the waste
for another ten minutes. The amount of calcium chloride added depends
on the level of dissolved metals in the solution being treated.
17
f. Ferric chloride can be added, as required.
g. Additional pH adjustment, using sodium hydroxide or calcium hydroxide
may be required. The solution is then fed to a flash mix tank at a rate
of from about 5 gpm to about 50 pgm, depending on the amount of
dissolved and suspended solids where additional calcium chloride and
flock are added.
Where the total suspended and dissolved solids are below 0.01% the flow
rate could be 50 gpm. This flow rate decreases proportionally as the level of
dissolved and suspended solids increases, to where a concentration of 0.5% will
require a flow rate of approximately 5 gpm. Flow rates are dependent on the
level of dissolved and suspended solids and the type of equipment being used.
h. The solution then travels to the flocculation tank where it is
thoroughly mixed allowing particle size growth. The residence time in
the flocculation tank is dependent on the level of dissolved solids in
the waste solution being treated. The tanks used are sized to allow a
minimum of 10 minutes residence time at a flow rate of 50 gpm. For the
flocculating reagent to work properly, a minimum residence time of 10
minutes is required in 1,400 gallons for proper mixing and reaction.
i. After the required residence time in the flocculation tank, the waste
is fed to a flash mix tank where additional calcium chloride is
injected into the waste stream to act as a binder to which the
precipitated particles bind and begin to form particles of increasing
size.
j. The solution is then passed into a clarification chamber with
sufficient surface area to allow the heavy particles to settle to the
bottom of the
18
clarification chamber. Clean or clarified solution is removed from the
top of the clarification chamber and passing thereafter into a sand
filter to remove any small particulate matter than escaped the
flocculation and settlement stages and then the effluent goes to a
discharge monitoring tank for pH monitoring and discharge.
k. At this point, the solution is fed to the gravity settling tank where
the supernatant is separated from the solids. The solids settle to the
bottom and are removed to the sludge thickening tank prior to
dewatering. The supernatant flows to the filter and finally to
discharge. Solid heavy material is removed from the bottom of the
settlement chamber periodically. The settlement chamber, or gravity
settler tank is one in which clarification of the solution occurs by a
process of settlement. The resulting solid or sludge is placed in a
sludge thickening tank where it is further settled into a conical
shaped bottom of a large holding tank. As solids accumulate at the
bottom of this settlement tank, they are drawn off by a pump and moved
into a plate and frame filter press for de-watering. During this
operation, excess water is removed from the sludge. The excess water is
recirculated back into the treatment system for further use.
l. This process produces an ionic metallic sludge with high metal
concentrations without the use of large quantities of reagents such as
hydroxides, sodium borohydrate that would be placed in landfill for
disposal.
De-watered sludge is removed from the filter press. This material can
contain between 25% and 50% moisture by weight. The dewatered sludge or filter
cake is placed in infra-red dryers where the moisture content is brought down to
less than 20% by weight. The dryers operate at temperatures of between about 350
degrees F to about 600 degrees F depending on the metal
19
content and the desired level of moisture for the recovered product.
The resulting volume of recovered metal powder is reduced over the
previous de-watering step by as much as 30% to 50% by volume. The drying process
drives off the moisture and other compounds that are not metallic leaving the
metals in the resulting dry materials heavily concentrated.
m. The recovered dried metal powder is now converted to metallic metal by
melting the recovered metal powder in gas-fired or electrical induction
melting ovens. The melting process is conducted in two stages and
depending on the feed stock, can produce recovered metal ingots of from
about 50 to about 90 percent purity.
After de-watering and drying, the recovered metal powder is either sold
as a commodity or is further converted to metal ingots. To covert the recovered
metal powder to metal, which may be in the form of ingots, the powder is placed
into the melting oven where additional reagents are mixed with the recovered
metal powder. The reagents added are sodium tetra borate pentahydrate and soda
ash.
Sodium tetra borate pentahydrate is added to the powder to cause the
metals to liquefy once they reach the melting point. Soda ash is used to cause
the metal to separate from the flux. Flux is the combination of the soda ash and
sodium tetra borate pentahydrate (borax) used during the melting process.
The powder is first mixed with sodium tetra borate pentahydrate and
melted to cause a reduction in volume and produce a homogenous mixture of metal
and borax. This mixture is poured, cooled and re-melted in a second
20
melting oven where soda ash is added to cause separation in the melted state.
This material is poured and allowed to cool.
Once cooled, the recovered metal, which has settled to the bottom of
the mold is separated from the slag comprised of the flux layer that is on top
of the recovered metal. The slag is reused in the next melt.
For those melts that produce clean black slag, the black slag is sold
as a cleaning compound. For those melts that produce a semi pure slag, the slag
is sold along with the metal to a primary smelter purchasing the recovered
metal.
The temperature in the melting oven is brought up to approximately 1800
degrees F and the materials are allowed to melt until it is verified that all
the material in the crucible is liquid. This usually takes from 2-4 hours
depending on the temperature of the oven when it is first charged. For example,
a melt from a cold over will take about 4 hours, whereas a melt from a hot oven
will usually take about 2 hours. At this point, the molten materials are poured
into a cast iron buggy or mold that has been pre-heated and coated with carbon
to prevent the molten material from sticking to the buggy walls. The purpose of
the preheating is to drive out any residual moisture and ensure that the surface
is not cold when pouring in the molten bath. If the mold were cold, it might
break from the sudden heat change or it might cause the molten bath to spray
molten slag out of the mold.
The material is allowed to cool and solidify at which time the
resulting solid is removed from the buggy and separated in two different layers.
The material is then placed into a second melting oven where the temperature is
brought up to approximately 1800 degrees and two additional reagents are added,
to
21
induce the material to separate into three layers.
The lower layer consists of 60% to 90% of the recovered metal such as
copper or nickel. The second or middle layer consists of pig iron containing all
of the remaining metals, and the top layer consists of slag, i.e., the flux
containing the reagents that were added, one to each melt. The resulting
products from this operations are solid and are commercially recycled thus
completing the recycling of the components in the wastes. These materials can
then be sold as feed stock for primary smelting operations.
The above noted procedures to produce recovered metal ingot are
representative of each time the sludge is removed from the filter process. The
amount of sludge removed is directly related to the amount of dissolved salts in
the waste at the beginning of the metal recovery process. For example, a
solution containing 1 pound of dissolved salts produces approximately 1 pound of
sludge.
BATCH TREATMENT
Batch treatment takes place in one of a number of different tanks and
is a process that may be completed in the starting tank. A cycle of operations
is completed, and the effluent is removed for discharge, while the metal
recovery products are either removed or utilized for future batch processes, and
the cycle is repeated.
This batch recovery method is used for solutions containing precious
metals above 250 mg/liter and for non-precious metal solutions containing
concentrations of a priority metal above 0.2% (2,000 mg/liter).
22
In the batch process, one cycle of operations is completed and the
effluent is removed for discharge to the sewer while the metal recovery products
are either removed or utilized for future batch process and the cycle is
repeated.
Upon completion of analysis and selective separation of priority metals
by the aforementioned processes, wastes containing precious metals are treated,
as follows:
a. All wastes containing precious metal with low chromium content,
generally less than 10 ppm of chromium, are placed in a separate tank
dedicated to such wastes and are subjected to batch treatment
operations.
b. Chromium present in wastes at levels greater than approximately 10 ppm
interferes with removal of other metals from solution. When the
chromium concentration of waste to be treated is generally greater than
about 10 ppm, the waste must be separated from other waste treatment.
All wastes containing precious metals with high chromium content are
placed in a separate batch treatment tank to undergo batch treatment
for high chromium and precious metals. The high chromium waste is then
separately treated as elsewhere described herein.
EXAMPLES
The following illustrative examples are set forth to demonstrate the
utility of the present invention of a number of different waste streams.
EXAMPLE 1
Example 1 illustrates treatment of a solution containing cyanide and
23
metals in concentrations more than 500 mg/liter.
Large volumes are handled in an appropriate size tank. The waste is
transferred to the treatment tank using an air activated diaphragm pump. The
waste is then tested for pH and Oxygen Reduction Potential (ORP).
The solution is maintained at a pH above 10.5 with the addition of
caustic while the cyanide is oxidized using oxidizing reagents to maintain an
alkaline state within the solution. When the solution reaches and maintains the
desired ORP for the desired length of time, a sample is taken and analyzed for
cyanide content. This method controls the generation of heat and prevents
uncontrolled chemical reactions. When all the cyanide has been oxidized and the
batch is low enough in metal content, any remaining wastes are integrated into
the regular treatment for metal recovery.
If the metal level is above 1000 mg/liter, the batch will be completed
in the same treatment tank. If the metal level is less than 1000 mg/liter, the
solution is fed into a continuous treatment operation containing the same
priority metal.
All unused oxidizer is driven off from the solution by reducing the pH
to a point where the oxidizer will be liberated as a gas. The liberated gas is
trapped by an air scrubbing system attached to the treatment tanks and
neutralized prior to being discharged to the atmosphere. This prevents the
oxidizer from neutralizing the metal complexing agents that will be added to the
solution during this operation.
The ionic metal will drop out of the solution and become particulate
matter. To increase the rate of settlement, the pH of the solution will be
24
adjusted to an ideal point of insolubility for the priority metal and a bindery
agent such as calcium chloride will be added.
The solution is allowed to mix for a predetermined time at which point
a polymer is added to cause the particles to increase in size. At this point,
mixing is terminated and the solution is allowed to settle. The clean effluent
or supernatant is removed for monitoring and discharge, while the ionic xxxxx
xxxxxx that settled to the bottom of the tank in removed and placed in the
sludge thickening tank prior to de-watering, drying and melting. Table I
illustrates details regarding quantities of reagents added:
25
TABLE I
Treatment Reagents for Example 1
Step Operation Reagent Quantity
1 100 gallons H2O 3:1
2 pH to 8 Ca(OH)2 30 gr.
3 Complexing Agent NA2S 1 gal.
4 Complexing Agent * 0.5 gal.
5 pH 9.5 CA(OH)2 3 gr
Elemental analysis of Example 1 metals:
Element Amount Measurement Procedure
(United States Government)
Arsenic less than 0.050 SW-846 6010 ICP
Aluminum 2362.000 SW-846 6010 ICP
Barium 68.690 SW-846 6010 ICP
Beryllium less than 0.010 SW-846 6010 ICP
Cadmium less than 0.001 SW-846 6010 ICP
Hexavalent less than 0.001 SM17-418.1 UV
Chromium
Copper 418.000 SW-846 6010 ICP
Iron 203.400 SW-846 6010 ICP
Lead 3.280 SW-846 6010 ICP
Manganese 1.030 SW-846 6010 ICP
Mercury 0.073 XX-000 0000 XX
Nickel 0.500 SW-846 6010 ICP
Phenol less than 0.020 SW-846 9065 UV
Selenium less than 0.050 SW-846 6010 ICP
Silver 9.480 SW-846 6010 ICP
Zinc 0.620 SW-846 6010 ICP
26
The physical analysis of Example is:
Physical Attributes Results Measurement Procedure
(United States Government)
Color Dark
Xxxxx
Cyanide less than 0.02 SW-846 9010
Flash Point greater than 200 degrees F SW-846 1010
Odor None
pH -0.21 SW-846 9040
Percent Solids less than 1% SM17 2540b & 2540D
Specific Gravity 1.02
Total Petroleum NA SM17 418.1
Hydrocarbons
Viscosity Medium
Layers When 1
Standing
Percent Moisture NA
EXAMPLE 2
In this example, a metal waste stream containing hexavalent chromium is
treated. The pH of the solution is reduced to less than 2.0. A reducing agent
such as sodium mera-bisulfate is added and allowed to react with the waste for
approximate 20 minutes to ensure complete contact and reduction of the
hexavalent chromium to trivalent chromium.
The pH of the solution is adjusted to 3.5 and a volume of the metal
complexing agent will be added. The pH will rise with this addition and the
ionic metal will drop out of the solution and become particulate matter. To
27
increase the rate of settlement, the pH of the solution will be adjusted to the
ideal point of insolubility for the priority metal and a bindery agent such as
calcium chloride will be added.
The solution will be allowed to mix for a predetermined time at which
point a flocculating agent will be added to cause the particles to increase in
size. Mixing will be terminated, and the solution will be allowed to settle. The
clean effluent or supernatant will be removed for monitoring and discharged to
the sewer while the ionic xxxxx xxxxxx that settled to the bottom of the tank
will be removed and placed in the sludge thickening tank prior to de-watering
drying and melting.
Table II below set forth the details of the reagents used:
TABLE II
Treatment Reagents for Example 2
Step Operation Reagent Quantity
1 100 gallons H2O 10:1
2 Reduce NAHSO3 25 lbs./100 gal. of
wastes
3 pH 7.00 CaOH2 60 lbs/ 100 gal. of waste
4 Complexing Agent NA2S 0.2 lbs./1000 gal. of
waste
5 Complexing Agent * 0.2 gal./1000 gal. of
waste
6 Coagulant 1 CaCl2 5 gal./100 gal. of
waste
7 Coagulant 2 Flocculating 1/4 lbs. per 100 gal.
Agent
* 40% sodium dimethyl-dithiocarbamate, 10% sodium hydroxide and 50% water.
28
Elemental analysis of Example 2 metals:
Element Amount Measurement Procedure
(United States Government)
Arsenic 20.00 SW-846 6010 ICP
Aluminum 7232.00 SW-846 6010 ICP
Barium less than 0.01 SW-846 6010 ICP
Beryllium 5.30 SW-846 6010 ICP
Cadmium 108.60 SW-846 6010 ICP
Chromium 32070.00
Hexavalent 146.60 SM17-418.1 UV
Chromium
Copper 146.60 SW-846 6010 ICP
Iron 685.70 SW-846 6010 ICP
Lead less than 0.01 SW-846 6010 ICP
Manganese 22.3 SW-846 6010 ICP
Xxxxxxx XX-000 0000 XX
Nickel 340.90 SW-846 6010 ICP
Phenol SW-846 9065 UV
Selenium less than 0.05 SW-846 6010 ICP
Silver 74.10 SW-846 6010 ICP
Zinc 393.30 SW-846 6010 ICP
29
The physical analysis of Example 2 is:
Physical Attributes Results Measurement Procedure
(United States Government)
Color Dark Xxxxx
Cyanide less than 0.02 SW-846 9010
Flash Point greater than 200 degrees F SW-846 1010
Odor None
pH -0.21 SW-846 9040
Percent Solids less than 1% SM17 2540b & 2540D
Specific Gravity 1.02
Total Petroleum NA SM17 418.1
Hydrocarbons
Viscosity Medium
Layers When 1
Standing
Percent Moisture NA
EXAMPLE 3
This example describes the treatment process of a precious metal
bearing solution containing chromium.
The pH of the solution is reduced to less than 3.0 with the addition of
hydrochloric acid (HCl). A reducing agent such as sodium meta-bisuifate is added
to reduce the chromium. The solution is then agitated for approximately 20
minutes to ensure complete contact and reduction of the chromium.
30
The pH of the solution is then increased to greater than 10.5 with the
addition of caustic reagents and a quantity of sodium hypochlorite is added to
oxidize any remaining chelating reagents. The oxidizer is added in small
quantities to prevent over feeding.
The pH is allowed to stabilized for approximately 15 minutes and is then
adjusted to a pH of 7.5, as necessary. If the pH drifts, additional pH
stabilization is implemented.
Metal complexing reagents are added to the solution in sufficient quantity
to cause all of the dissolved metal to precipitate out of the solution.
After the desired settlement time, the solution is checked for metal
content. Upon completion of the settlement process, the clean effluent is
removed for monitoring prior to discharge, and the ionic xxxxx xxxxxx is removed
to a conical-bottomed sludge thickening tank prior to de-watering and drying.
When the sludge is transferred from the treatment tank to the
conical-bottomed sludge thickening tank, a portion of the liquid is also
transferred,
31
in order to facilitate the transfer. Allowing separation of sludge from transfer
liquid in the conical-bottomed thickening tank is simply called "sludge
thickening" and the tank in which is accomplished is so named.
EXAMPLE 4
This example relates to a precious metal bearing solution (such as
photographic processing waste) without chromium. Recovery of the metals from
this type of solution is conducted in a batch operation for control over the
recovered product, reuse of the recovered product as a seed for the next
operation, cost of the complexing agent, keeping the solution from outside
contaminants and complying with regulations that exempt precious metal recovery.
All material is paced in a large common holding tank. In this case, the
tank has a capacity of 7,000 gallons, is closed topped and vented to the
atmosphere through a permitted air scrubber. Once a sufficient quantity of
material is placed in the holding tank, samples are obtained from the top and
bottom of the tank. These samples are analyzed for metal content.
A bindery agent such as calcium chloride is mixed by dissolving
32
approximately 50 pounds of it in 100 gallons of water and the resulting solution
is fed into the holding tank by pumping it in through the bottom of the tank so
as to ensure mixing and adequate contact with the solution in the holding tank.
Based on the metal content, i.e., the concentration of suspended and
dissolved metals determined to be present in the solution by chemical analysis,
the metal complexing agent is fed into the holding tank by being pumped in from
the bottom to ensure adequate contact with the solution in the tank. The amount
of complexing and bindery agents added to the batch is directly related to the
level of metal in the batch. For example, a 7,000 gallon batch containing 3,000
mg/liter of dissolved metal requires approximately 12 gallons of metal
complexing agent and 1000 gallons of bindery agent to bring the metal levels to
below 2 mg/liter of combined metals. The tank is agitated from the bottom with
air from an air pump for approximately 30 minutes to ensure adequate mixing of
the bindery agent, metal complexing agent and the solution in the tank. The
contents of the tank are then allowed to settle for approximately three to six
hours, after which time samples are obtained from the top and bottom of the tank
for chemical analysis. Alternatively, the metal complexing agent can be added to
the tank by itself to cause the separation and in such a case, CaCl2 is not
used.
33
Based on the analytical results which, under normal operating conditions
shows that the solution is clean, the clean effluent is removed by use of an
electric centrifugal pump for pH monitoring prior to discharge. Monitoring
occurs in a discharge holding tank just prior to sewer discharge.
The precipitated ionic xxxxx xxxxxx is allowed to remain at the bottom of
the tank as a seed for the next batch to be processed in this tank. Under normal
conditions, this seed remains for five to six cycles before it is removed and
the cycle is started over.
When the ionic xxxxx xxxxxx generated in this batch operation is removed
from the processing tank, the sludge is placed into fifty-five gallon holding
drums for storage prior to being processed in a dedicated filter press. Effluent
from the filter press operation is returned to the dedicated batch process tank
and reused.
De-watered solids from this operation are placed directly into a silicon
carbide crucible in a melting oven, where the solids are blended with a flux,
i.e., sodium borate tetra pentahydrate and soda ash. For each 40 pounds of
recovered product that is placed in the first over for stage one of the melting
process, approximately three pounds of sodium tetra borate pentahydrate are
added. For each melt in stage two of the melting process, approximately 9-12
pounds of soda ash are added.
The melting oven is brought up to approximately 1800 degrees F and
monitored. Once it is determined that the batch is in a homogenous liquid state
by stirring, the contents of the crucible are poured into a cast iron buggy
(mold) that has been pre-heated and coated with a carbon water solution of
prevent sticking of the molten material. The mold is allowed to cool for 18
hours and the contents are removed and separated into three components.
Noble metal (usually 95% or higher concentration silver), pig iron and slag
is recovered. Both the silver an pig iron are placed into a second melting oven
where additional soda ash is added and the oven is brought to approximately 1800
degrees F. Once it is determined that the batch is molten by stirring the bath,
approximately one pound of black iron is added to the molten bath and allowed to
completely melt. The bath is then stirred to verify that the black iron has
melted.
After stirring is completed, the molten bath is poured into a pre-heated
buggy (mold) that has been coated with carbon black to prevent the molten
material from sticking to the sides of the mold. The mold is allowed to cool for
approximately 14 hours at which time the mold is emptied.
The recovered products are removed from the mold and separated into three
layers consisting of a noble metal such as silver with a purity of from 97% to
99.9%, a layer of pig iron containing all of the impurities, i.e., aluminum,
cadmium, chromium, cobalt, copper, iron, manganese, nickel and zinc), and a
layer of black slag.
34
The black slag is recycled two to three times in the same operation before
it is sold as a scrubbing compound. The pig iron and silver are both sold for
their metal content completely recycling all of the components within the
incoming waste that caused the material to be classified as waste.
Table III below sets forth the percentage of recovery for those metals
analyzed in the incoming waste of Example 4.
TABLE III
SUPERNATANT
AFTER PERCENTAGE
ELEMENT INCOME WASTE RECOVERY OF RECOVERY
Arsenic ........... less than 0.050 less than 0.050 0.000%
Antimony .......... less than 0.050 less than 0.050 0.000%
Aluminum .......... 248.400 1.773 99.287%
Barium ............ less than 0.001 less than 0.001 0.000%
Beryllium ......... less than 0.001 less than 0.001 0.000%
Calcium ........... 385.500 265.300 31.258%
Cadmium ........... 1.560 less than 0.002 99.872%
Chromium .......... 0.230 less than 0.005 97.826%
Cobalt ............ 1.160 less than 0.003 99.741%
Copper ............ 167.900 less than 0.002 99.999%
Iron .............. 762.700 less than 0.005 99.993%
Lead .............. less than 0.025 less than 0.025 60.000%
Magnesium ......... 396.500 17.540 95.576%
Manganese ......... 161.900 0.250 99.846%
Mercury ........... less than 0.020 less than 0.020 0.000%
Nickel ............ 1.310 less than 0.010 99.237%
Phenol ............ less than 0.020 less than 0.020 0.000%
Potassium ......... 16.340 8.230 49.633%
Selenium .......... 0.060 less than 0.050 16.667%
Silver ............ 0.010 less than 0.003 70.000%
Sulfate ........... 8596.000 3400.000 60.447%
Thallium .......... 0.800 less than 0.020 82.500%
Vanadium .......... 0.470 less than 0.020 95.745%
Zinc .............. 570.000 less than 0.004 99.993%
Although the present invention has been described in considerable detail
and with reference to certain preferred embodiments thereof, other variations
are possible. Therefore, the spirit and scope of the appended claims should not
be limited to the description of the preferred embodiments contained herein.
ATTACHMENT B: STATISTICAL MODEL; DERIVATION OF GROSS RECEIPTS
This Model is a mutually agreed reference for the principles of
calculating revenues, royalties, et al on individual projects which utilize
KBF's Selective Separation Technology (SST), with one only numbers in the Model
that are to be accepted as legally binding being those pertaining to KBF's
guaranteed minimum of 0.7 cent per treated gallon.
A. Base Assumptions in Model:
A1. Waste generator ("Client") has a current treatment process, the costs
of which are recorded in the client's Product Cost Accounting and
include such costs as:
-- Current treatment reagent(s);
-- Space allocation for waste management;
-- Labor (including all applicable company overhead for such); --
Energy consumption; and, -- Insurance pertaining to environmental and
Health & Safety requirements.
A1a. On a per treated gallon basis, the Client's cost is 10 cents in this
Model.
A2. Solucorp/KBF's sale of SST to the Client will create the following cost
comparisons and/orbenefits:
-- Parity of reagent(s) cost;
-- Reduction of space allocation requirement, allowing for productivity
benefits; -- Significant reduction of labor requirement and associated
cost; -- Reduction of energy consumption for waste treatment; --
Significant reduction of insurance requirements and associated
premiums; -- Minimization of taxes, including negation of Superfund Tax
provisions, and, -- Additional costs for the installation of new
SST-requisite equipment.
A2a. On a per treated gallon basis, KBF expects the Model project's actual
costs to be: -- Reduced by 25% (2.5 cent in 10 cents) by savings
aspects; -- Increased by 1% (0.1 cent in 10 cents) by new equipment
requirement and, -- Net reduction in the project's actual costs is 2.4
cent in 10 cents.
A3. To effect the sale of SST, Solucorp/KBF expects to offer the Client a
cost of 9 cents per treated gallon -- saving the Client 1 cent per
treated gallon.
A3a. The basis cost model for calculating the "Gross Receipts" of projects
becomes -- Client's current costs 10.0 cents -- LESS 1 cent saving to
effect sale 9.0 cents = Client's new cost -- LESS 7.6 cent "Retained
Operations costs" 1.4 cents = Gross Receipts
A4. The Gross Receipts will be equally shared (50% each) by Solucorp and
KBF, with the provision that KBF receives a minimum of 0.7 cent per
treated gallon.
D. CLIENTS WITHOUT A CURRENT TREATMENT PROCESS:
Project proposals and cost estimates will be developed giving due
cognizance to the need to set a price (Gross Receipts) level within the relevant
market constraints while incorporating all of the factors detailed in the
foregoing Model.
36
ATTACHMENT C: EXCEPTED SITES
A. It being understood that the Licensor has already expended sales and
marketing efforts to secure several contracts at several different sites, the
below listed sites and facilities shall be excepted from the terms of this
license only to the extent that the Licensee in any way has not assisted or does
not assist the Licensor in securing the final contract for each site. In the
event that the Licensee has provided or does provide said assistance, the site
or facility shall, at the option of the Licensee, be subject to the terms of
this license.
B. In the event of such option, the Licensee shall pay the relevant commission
to the sales or marketing agent of the Licensor pursuant to the provisions of
Article V of the Agreement.
C. The following are those sites and facilities to which the provisions of this
attachment apply:
1. The Butte, Montanan Superfund Site (open-pit copper mine).
2. The Xxxxxxxxxxxx Superfund sites located in California, U.S.A.
(groundwater remediation).
D. The KBF Pollution Management, Inc., Paterson, New Jersey facility and
all use of the Licensed Material at said facility, or any KBF facility hereafter
existing, shall under no circumstance be subject to the terms of this license.
In the event however, that the Licensee's efforts result in any contract to ship
waste to the Paterson facility (or any other KBF facility hereafter existing)
for processing, the Licensee's sales or marketing agent shall receive a
commission on that sale to be determined at the time of the sale.
