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LICENSE AGREEMENT <br />THIS LICENSE AGREEMENT is made as of the day of 2008 <br />("Effective Date"), by and between HYDROMENTIA, INC., a Florida corporation <br />("Licensor"), whose mailing address is 3233 SW 33rd Road, Suite 201, Ocala, Florida 34474, <br />and INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida <br />("Licensee"), whose mailing address is 1801 27`x' Street, Vero Beach, Florida 32960. <br />Background. Licensor is the exclusive licensee of certain patented technology <br />described on the accompanying Exhibit A which is known as the Algal Turf Scrubber® and <br />is the owner of certain technology relating to the Algal Turf Scrubber® (collectively the <br />"Technology"). Licensee is the owner and operator of the proposed Egret Marsh Stormwater <br />Treatment Park (the "Facility") and desires to license the right to use the Technology in the <br />Facility on the terms and conditions set forth in this License Agreement, <br />NOW, THEREFORE, in consideration of the foregoing and for other good and <br />valuable consideration, the receipt of which is hereby acknowledged, the parties agree as <br />follows: <br />1. GRANT OF LICENSE. Licensor grants to Licensee a nonexclusive license to <br />use the Technology in the operation of its Facility for the life of the patents constituting the <br />Technology subject to the terms and conditions of this License Agreement. Licensee agrees <br />that its use of the Technology in its Facility will be in accordance with the terms and <br />conditions of this License Agreement. Licensee shall not have the right to sublicense others <br />to use the Technology. Licensee may not use the Technology in any other facility without <br />first entering into a separate License Agreement for that facility or modifying this License <br />Agreement to include such additional facility on terms and conditions mutually acceptable to <br />the parties. <br />2. IMPROVEMENTS TO TECHNOLOGY. In the event that Licensor shall <br />develop and patent any improvement to the Technology, Licensor shall notify Licensee of <br />any such improvement. Should Licensee decide to incorporate such improvement into the <br />Facility, there shall be an Optional Continuing Patented Technology Fee due to Licensor as <br />agreed between the parties. Any improvement made by Licensee to the Technology shall be <br />disclosed promptly to Licensor and shall hereinafter become the property of Licensor. <br />Licensee hereby agrees to execute any and all documents necessary to perfect Licensor's <br />rights in such improvements. <br />3. IMPLEMENTATION OF TECHNOLOGY. Beginning on the date of substantial <br />completion of Facility, and under a separate contract related to the construction of the Facility <br />for services not included in this License Agreement, Licensor shall provide startup, <br />supervisory, operational and training services for a period of ninety (90) calendar days. <br />These services shall be of sufficient depth, detail and clarity such that upon completion of the <br />said ninety day period, Licensee will be capable of operating the system without further <br />assistance from Licensor. After said ninety day period, Licensee shall be solely responsible <br />for the implementation of the Technology in its Facility in accordance with the instructions <br />1 <br />