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77 LICENSE AGREEMENT THIS LICENSE AGREEMENT is made as of the 10th day of Septe*eg013 , ("Effective Date"), by and between HYDROMENTIA, INC ., a Florida corporation ("Licensor"), whose mailing address is 3233 SW 33 `a Road, Suite 201 , Ocala, Florida 34474, and INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida ("Licensee"), whose mailing address is 1801 27t` Street, Vero Beach, Florida 32960 (License Agreement'. Background. Licensor owns certain patented technology described on the accompanying Exhibit A which is known as the Algal Turf Scrubber® and is the owner of certain technology relating to the Algal Turf Scrubber® (collectively the "Technology") . Licensee is the owner and operator of the proposed PC -South Algal Turf Scrubber® (the "Facility") and desires to license the right to use the Technology in the Facility on the terms and conditions set forth in this License Agreement. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows : 1 . GRANT OF LICENSE . Licensor grants to Licensee a nonexclusive license to use the Technology in the operation of its Facility for the life of the Facility. Licensee agrees that its use of the Technology in its Facility will be in accordance with the terms and conditions of this License Agreement. Licensee shall not have the right to sublicense others to use the Technology. Licensee may not use the Technology in any other facility without first entering into a separate License Agreement for that facility or modifying this License Agreement to include such additional facility on terms and conditions mutually acceptable to the parties. 2 . IMPROVEMENTS TO TECHNOLOGY . In the event that Licensor shall develop and patent any improvement to the Technology, Licensor shall notify Licensee of any such improvement. Should Licensee decide to incorporate such improvement into the Facility, there shall be an Optional Continuing Patented Technology Fee due to Licensor as agreed between parties. However, Licensee shall not be required to pay or be subject to the Optional Continuing Patented Technology Fee if Licensee has contributed substantial improvements, time and materials to the development of the improvement to the Technology . 3 . IMPLEMENTATION OF TECHNOLOGY . Licensee shall be solely responsible for the implementation of the Technology in its Facility. 4 . CUSTOMER SUPPORT. Licensor agrees to provide Licensee with the customer support and assistance on terms set forth on the accompanying Exhibit B during the Term of this License Agreement and to provide technical staff for additional assistance to Licensee on the terms described on Exhibit B .