ex10_1.htm


    
      

    

    Exhibit
      10.1

     

    INVENTION
      TRANSFER
      AGREEMENT

    


     

    This
      Invention Transfer Agreement (hereinafter: Agreement)
      has been entered into by and between

    KALMÁR
      NAGY Imre (residing at: 1022 Budapest, Alsótörökvész út 14., mother’s
      name: DUBECZ Margit)

    (hereinafter:
      Inventor), on the one hand,

    and

    VIDATECHTechnológiai
      Kutató, Fejlesztő és Szolgáltató Korlátolt
      Felelősségű Társaság (head office: 1095 Budapest, Soroksári út
      94-96.; company registration No.: 01-09-870107, recorded at the [Budapest]
      Metropolitan Court as Court of Registration, represented by: KUN Dániel Jr,
      Managing Director; hereinafter: Legal Successor), on
      the other hand,

    (referred
      to hereinafter individually as Party and collectively as Parties), at the date
      stated hereinbelow.

    


    Whereas

    
      	
               

            	
              ·

            	
              The
                Inventor created an invention (hereinafter:
                Invention) to be presumably qualified as
                patentable by Pintz and Partners Patent and Trademark Office (Budapest,
                District XII, Mártonhegyi út 31.) on the basis of Act XXXIII of 1995 on
                the Patent Protection of Inventions (hereinafter: Patent
                Act);

            


    

    
      	
               

            	
              ·

            	
              The
                Legal Successor is dealing in the exploitation of inventions and
                patents,

            


    

    
      	
               

            	
              ·

            	
              Vidatech
                is the fully owned subsidiary (registered in the Republic of Hungary)
                of
                Power of the Dream Ventures, Inc. (a public limited
                company registered in the State of Delaware of the United States
                of
                America, represented by: ROZSNYAY Viktor, Chairman and
                CEO);

            


    

    


    the
      Parties agreed this day under the following terms and conditions:

    


    
      	
              I.

            	
              Definitions
                Used in the Agreement

            


    

    The
      detailed technical and technological description of the Invention is set out
      in
      Annex No. 1 to the Agreement. The Parties understand by Invention the products
      selected jointly by KALMÁR NAGY Imre and the Legal
      Successor and checked by previous invention research.

    


    The
      Parties understand by documentation the detailed technical and technological
      description of the Invention (plans of execution and manufacture), on the basis
      of which the equipment can be manufactured and whose takeover is acknowledged
      by
      the Legal Successor by signing this Agreement.

    


    
      	
              II.

            	
              Purpose
                of the Agreement

            


    

    It
      is the
      purpose of this Agreement that the Inventor transfers to the Legal Successor
      the
      exclusive right of the Invention’s exploitation and patenting, with the
      objective that the Legal Successor has the Invention patented, registered as
      patent in the patent registers and manufactures or has the Invention
      manufactured or utilise it in the course of manufacturing processes in the
      future, in the course of the exploitation of any potential patent (hereinafter:
      Patent), and, furthermore, the Legal Successor may
      transfer its exclusive right of exploitation to a third party (which may also
      be
      a US public limited company to be established jointly by the Parties), so that
      the Parties should proportionately share in the fees thus
      received.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	
              III.

            	
              Subject-Matter
                of the Agreement

            


    

    On
      the
      basis of the Agreement the Inventor assigns the right of patenting and
      exploiting the Invention, in the course of the patenting procedure the Legal
      Successor will become the exclusive and fully authorised legal successor of
      the
      Inventor, and the patent claim linked to the Invention shall be due to the
      Legal
      Successor, while the Legal Successor shall pay a fee in exchange.

    


    On
      the
      basis of the Agreement the Inventor obliges himself to make all efforts for
      the
      unhindered continuous development of the Invention, whose costs shall be fully
      borne by the Legal Successor under this Agreement.

    


    With
      regard to the fact that there has not existed and does not exist any employment
      relation (or any other similar legal relation directed to the performance of
      work) between the Inventor and the Legal Successor, the Parties declare that
      the
      Invention is no service or employee invention on the basis of the relationship
      between the Parties, consequently this Agreement is no invention fee agreement
      or an agreement directed to the exploitation of employee invention. The legal
      provisions relating to the service and employee inventions may not apply to
      the
      Parties’ legal relation included in this Agreement.

    


    
      	
              IV.

            	
              Delivery
                and Receipt of Rights

            


    

    


    1.
      Extent of the assigned right

    By
      signing this Agreement the patent claim shall devolve upon the Legal Successor,
      as legal successor of the Inventor.

    


    By
      signing this Agreement the Inventor expressly consents to the submission of
      the
      patent application and to the publication of the Invention, however, the Legal
      Successor will be authorised to do these acts.

    


    The
      Agreement is made for unlimited period of time and it shall cover, without
      any
      territorial restriction, all characteristics of the Invention (and the Patent),
      as solution, any possible claims, all methods and extents of
      exploitation.

    


    The
      Inventor shall warrant throughout the term of the Agreement that the Invention
      was created solely by him, and no third party has any right relating to the
      Invention which could hinder or restrict the patenting or
      exploitation.

    


    The
      Inventor shall also warrant that the Invention is technically feasible,
      operable, and he acknowledges that a sample material, a prototype have been
      handed over to the Legal Successor for the purposes of plant experiments and
      measurements, and the Legal Successor has made sure the appropriate operation
      thereof.

    


    2.
      Exclusivity, transferability

    Based
      on
      the express agreement of the Parties the Legal Successor will acquire the
      exclusive right to the patent claim by this Agreement, and in the event of
      granting the Patent the Legal Successor, as patentee will be entitled to the
      exploitation of the Patent in any manner whatsoever and to decision-making
      thereon with the consent of the Inventor.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    The
      Parties expressly agree that the Legal Successor will not be entitled to assign
      to any third party the rights embodied by and transferred in this Agreement
      or
      to grant licence of utilisation to any third party without any further
      permission and consent. The Legal Successor shall inform the Inventor on any
      major decision and they shall make the decision with common consent in each
      case.

    


    3.
      Obligation of disclosure of information

    The
      Inventor shall disclose to the Legal Successor any necessary information (thus
      particularly the information required in the patent proceeding) related to
      the
      Invention, supply deeds and documents, inform the Legal Successor on any
      relevant rights and important circumstances and disclose the economic, technical
      and organisational knowledge and experience (know-how) related to the
      implementation of the Invention.

    


    In
      the
      event of the transfer to a third party of such rights the obligations set out
      in
      this Clause shall charge the Inventor vis-à-vis this third party.

    


    The
      Inventor obliges himself to make or obtain the declarations required for the
      patenting of the Invention and for recording the Legal Successor, as patentee,
      in the register kept on patent applications and/or in the patent register,
      furthermore, he will do all legal acts required for the Legal Successor’s
      acquisition of right, and whose performance is not possible or is possible
      for
      the Legal Successor only in the event of undertaking essentially more
      difficulties.

    


    4.
      Counter-value, consideration

    60%,
      say
      sixty percent, of all revenues due in the course of the exploitation of the
      Invention (including the fees payable by the third party, if the Legal Successor
      assigns the exclusive right of exploitation or the patent right to a third
      party) shall be due to the Legal Successor, while 40%, say forty percent thereof
      shall be due to the Inventor as gross inventor’s fee (royalty), i.e. the
      inventor’s fee shall include, based on the express agreement of the Parties, the
      general turnover tax (VAT) payable, as well as the amounts of the deductible
      taxes and other public dues.

    


    All
      costs
      related to the patenting, exploitation of the Invention and the assignment
      of
      the related rights (expenditures in material and personal nature, out-of-pocket
      expenses, fees and duties, etc.) shall charge the Legal Successor.

    


    The
      Legal
      Successor agrees to pay HUF 5,000,000, say five million Forints gross for each
      3
      pieces of jointly accepted inventions to the Inventor after the documented
      delivery of the inventions.

    


    The
      costs
      of the manufacturing activity linked to the Patent, the costs related to the
      manufacturing processes and the sales of the products shall be borne jointly
      by
      the Parties, i.e. in the event of direct manufacture and sales (or manufacture
      and sales made with the involvement of subcontractor) it will not be 40% of
      the
      Legal Successor’s revenue, but 40%, say forty percent, of the operational result
      derived from this activity for the Legal Successor, which shall be due to the
      Inventor, as inventor’s fee.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    5.
      Performance of payment obligations, payment
      securities

    The
      Legal
      Successor shall send the Inventor a written notice (settlement of accounts)
      on
      the inventor’s fee regulated in Clause IV. 4. above, the last day of each
      quarter inclusively, within 10 (ten) business days following the given quarter.
      The Inventor shall, within 10 (ten) business days of receipt, approve the
      settlement of accounts in writing or he may dispute it in writing, in the
      absence of which the settlement of accounts shall be deemed to have been
      expressly accepted and approved. The Inventor may dispute the settlement of
      accounts subsequently exclusively with reference to the fact that he was deluded
      in respect of the facts serving as basis for the settlement of
      accounts.

    


    6.
      Checking of the business books

    The
      Inventor will be entitled to check the appropriateness of the settlement of
      accounts defined in Clause IV. 5 above and to inspect the financial certificates
      linked to this Agreement at the Inventor’s head office (premises).

    


    V.
      Miscellaneous Provisions

    


    1.
      Territorial effect of the Agreement

    The
      territorial effect of the Agreement shall cover all countries of the Earth
      without restriction.

    


    2.
      Term of the Agreement, expiry of the Agreement

    The
      Parties conclude the Agreement for indefinite term from signature.

    


    3.
      Amendment to the Agreement

    Both
      Parties reserve the right of amendment, if that variation is advantageous for
      both Parties

    The
      Agreement shall cease to exist for the future, if

    
      	
               

            	
              ·

            	
              the
                potential Patent itself, i.e. all rights linked to the Patent (including
                the status of patentee) is sold to a third party and the Parties
                have
                settled accounts with each other on the basis
                thereof.

            


    

    


    3.
      Reasons for termination. Stipulation of the right of termination by
      extraordinary notice.

    The
      Agreement may not be terminated by ordinary notice.

    


    The
      Agreement may be terminated by either Party with extraordinary notice with
      immediate effect, in writing, if the other Party violates the Agreement
      seriously, in spite of written warning of the consequences. The Parties shall
      deem the following circumstances to be serious breaches:

    
      	
               

            	
              ·

            	
              The
                Inventor fails to meet its obligations of warranty defined in Clause
                IV.
                1. of this Agreement in any
                respect;

            


    

    
      	
               

            	
              ·

            	
              The
                Legal Successor fails to pay the inventor’s fee approved by the Inventor
                in spite of written notice, within 30 (thirty) days of the
                notice.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    4.
      Stipulation of the applicable law

    In
      the
      issues not regulated in the Agreement the Parties shall consider the provisions
      of Hungarian law, thus particularly those of the Patent Act (Act XXXIII of
      1995
      on the Patent Protection of Inventions) and the Civil Code, to be compulsory
      for
      themselves.

    


    5.
      Amicable settlement of legal disputes resulting from the Agreement. Stipulation
      of jurisdiction.

    In
      the
      event of any possible legal disputes related to the Agreement the Parties shall
      make efforts for settlement through negotiations. Should this have no result,
      the Parties stipulate already now the exclusive jurisdiction of the [Budapest]
      Metropolitan Court.

    


    6.
      Confidentiality

    The
      Parties hereto agree that the facts, data and information they have become
      aware
      of relating to each other in the course of the conclusion and performance of
      the
      Agreement shall qualify as business secret and they shall handle them
      confidentially, in accordance with the rules relating to business secret. This
      obligation shall cover the Parties’ employees, representatives, subcontractors,
      etc. and in general any persons who/which obtain the business secret with the
      contribution of the given Party in the interest of the performance of the
      Agreement.

    


    The
      protection of business secret shall cover also the fact that no party will
      be
      entitled to make accessible or to disclose to any third party any information
      or
      document related to the Agreement, particularly any information, business idea,
      plan, design or method that has become known to him/it on the business or
      marketing activity of the other Party, without the written consent of the other
      Party.

    


    The
      Parties hereto lay down that also the information acquired with the contribution
      of a person being in fiduciary relation or business relation with the other
      Party, at the time or prior to the acquisition of the secret, without the
      consent of the other Party, shall qualify as violation of business
      secret.

    


    The
      confidentiality provisions shall remain in force and effect until the elapse
      of
      5 (five) years after the termination of the Agreement.

    


    7.
      Notices

    The
      notices related to the Agreement shall be forwarded to the Party concerned
      in
      writing, in registered mail, through hand delivery or via telefax message to
      the
      address defined below or to the address communicated by the other Party
      previously for this purpose.

    


    If
      to the
      Inventor:

    


    KALMÁR
      NAGY Imre

    1022
      Budapest, Alsótörökvész út 14.

    E-mail:

    Telephone:
      30 / 202 29 46

    Telefax:


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    If
      to the
      Legal Successor:

    Vidatech
      Kft.

    1095
      Budapest, Soroksári út 94-96.

    E-mail:
      info@powerofthedream.com

    Telephone:
      +36-1-456-6061

    Telefax:
      +36-1-456-6062

    


    The
      Parties shall communicate to each other in writing, without delay, any change
      in
      the addresses defined in this Clause or in the identity of the person to be
      notified, which change will not require any amendment to the Agreement; the
      defaulting Party may not enforce the damages resulting from defaulting the
      announcement.

    


    The
      notices shall be deemed to have been served as follows: in the event of hand
      delivery, when the consignment is taken over by the recipient; in the event
      of
      mailing, when the acknowledgement of receipt is signed by the recipient; if
      the
      acknowledgement of receipt is not signed, then on the fifth business day
      following the second attempt of service; in the event of telefax communication,
      when confirmation is received at the end of the transmission, relating to the
      successful transmission; in the event of e-mail message, when the sending Party
      has received confirmation of the receipt of the message.

    


    


    The
      Parties have read and interpreted this Agreement and then signed it approvingly,
      as a deed in full conformity with their will.

    


    


    
      	
              Budapest,
                13 August 2007

            	 	 	 
	 	 	 	 
	 	 	 	 
	
               

            	 	
               

            	 
	
              KALMÁR
                NAGY Imre,

            	 	
              Legal
                Successor, the representative thereof

            	 
	
              Inventor

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
               

            	 
	 	 	
              on
                behalf of

            	 
	 	 	
              Power
                of the Dream Ventures, Inc.

            	 


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Annex
      No. 1 forming the inseparable part of the

    Invention
      Transfer Agreement

    A

    


    The
      Invention Transfer Agreement dated 13 August 2007 (hereinafter:
Agreement), entered into by and between KALMÁR
      NAGY Imre (residential address: 1022 Budapest, Alsótörökvész út 14.,
      mother’s name: DUBECZ Margit)

    (hereinafter:
      Inventor), on the one hand;

    and
VIDATECHTechnológiai
      Kutató, Fejlesztő és Szolgáltató Korlátolt
      Felelősségű Társaság (head office: 1095 Budapest, Soroksári út
      94-96.; company registration No.: 01-09-870107, recorded at the [Budapest]
      Metropolitan Court as Court of Registration, represented by: KUN Dániel Jr.,
      Managing Director; hereinafter: Legal
      Successor).

    


    


    Invention:

    
      	
               

            	
              1.

            	
              KALMÁR
                NAGY Imre’s invention on the subject-matter of “Fire-Resistant
                Liquid”

            


    

    
      	
               

            	
              2.

            	
              KALMÁR
                NAGY Imre’s invention on the subject-matter of “Technology for Processing
                Communal Waste”

            


    

    
      	
               

            	
              3.

            	
              KALMÁR
                NAGY Imre’s invention on the subject-matter of “Technology for Repairing
                Potholes”

            


    

    


    


    


    
      	
              Budapest,
                13 August 2007

            	 	 	 
	 	 	 	 
	 	 	 	 
	
               

            	 	
               

            	 
	
              KALMÁR
                NAGY Imre,

            	 	
              Legal
                Successor, the representative thereof

            	 
	
              Inventor

            	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	
               

            	 
	 	 	
              on
                behalf of

            	 
	 	 	
              Power
                of the Dream Ventures, Inc.

            	 


    

    


     

    7