ex10_16.htm


    
      

    

    
      Exhibit
        10.16

      


      INVENTION
        TRANSFER AGREEMENT


       

       

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

      


      SALCA
        János (residing at 1014 Budapest, Úri u.18. ground floor No. 2;
        mother’s name: JUHÁSZ Mária) and

      


      SALCA
        Viktor (residing at: 1014 Budapest, Úri u.18. ground floor No. 2;
        mother’s name: NAGY Katalin )

      


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

      


      


      Whereas

      


      
        
          	
                   

                	
                  ·

                	
                  The
                    Inventors created an invention to be presumably qualified as
                    patentable by
                    Pintz & 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) (referred to hereinafter as
                    Invention);

                


        

        
          	
                   

                	
                  ·

                	
                  The
                    Legal Successor is dealing in the utilisation 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, President 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 contained
        in Annex No. 1 to the Agreement. The Parties shall understand by Invention
        the
        equipment named River-Power, to be lowered under the water
        surface and transforming the movement energy of current water into electric
        power.

      


      By
        Documentation the Parties shall understand the detailed technical and
        technological description (execution and manufacturing designs) of the
        Invention, on the basis of which the equipment can be manufactured and the
        receipt of which is acknowledged by the Legal Successor through signing this
        Agreement.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      II.
        Purpose of the Agreement

      


      The
        purpose of this Agreement is for the Inventors to transfer to the Legal
        Successor the exclusive right of utilising and patenting the Invention, with
        the
        aim of the Legal Successor’s patenting the Invention, having it registered as a
        patent in the patent registers and later on manufacturing or having the
        Invention manufactured or utilising it in manufacturing processes in the
        course
        of the utilisation of a potential patent (hereinafter:
Patent), and, furthermore, the Legal Successor’s
        re-transferring the exclusive right of utilisation to a third party (which
        may
        also be a US public limited company established jointly by the Parties) and
        the
        Parties’ sharing in the fees thus received on a proportionate
        basis.

       

      III.
        Subject matter of the Agreement

      


      Based
        on
        the Agreement the Inventors assign the right of patenting and utilising the
        Invention, thus in the course of the patenting proceeding the Legal Successor
        shall become the exclusive and full legal successor of the Inventors, and
        the
        patent claim related to the Invention will be due to the Legal Successor,
        while
        the Legal Successor shall pay a fee against it.

      


      Based
        on
        the Agreement the Inventors undertake the obligation to make their best efforts
        for the purpose of the smooth and ongoing development of the Invention, whose
        costs will be entirely borne by the Legal Successor according to this
        Agreement.

      


      With
        regard to the fact that no employment (or any other similar relation directed
        to
        the performance of work) is or was existing between the Inventors and the
        Legal
        Successor, the Parties declare that the Invention is no service or employee
        invention on the basis of the relationship existing between the Parties,
        and,
        consequently, this Agreement is no agreement for invention fee or agreement
        for
        the utilisation of employee invention. The statutory provisions relating
        to
        service and employee inventions shall not apply to the Parties’ legal relation
        set out in this Agreement.

       

      IV.
        Delivery and receipt of rights

      


      1.
        Extent of the delivered right

      By
        the
        execution of this Agreement the patent claim will devolve upon the Legal
        Successor, as legal successor of the Inventors.

      


      By
        the
        execution of this Agreement the Inventors expressly consent to the submission
        of
        the patent application and to the publication of the Invention, nevertheless
        the
        Legal Successor will be exclusively entitled to do such acts.

      


      The
        Agreement is entered into for indefinite time and without any territorial
        restriction, and it shall cover all characteristics of the Invention (and
        the
        Patent), as solution, all potential claims end every method and extent of
        utilisation.

      


      The
        Inventors shall warrant during the whole term of the Agreement that the
        Invention has been created solely by them and no third party has any right
        relating to the Invention, which prevents or restricts patenting or
        utilisation.

      


      The
        Inventors warrant also that the Invention is technically feasible and it
        can be
        operated, and they acknowledge that they have handed over to the Legal Successor
        a low-performance prototype for plant trials and measurements, whose appropriate
        operation was made sure by the Legal Successor.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      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 case of the
        Patent
        being granted the Legal Successor as patentee will be entitled to any kind
        of
        utilisation of the Patent and/or to decision-making thereon with the consent
        of
        the Inventors.

      


      The
        Parties expressly agree that the Legal Successor will not be entitled to
        re-assign the entitlements, embodied and transferred by this Agreement, to
        any
        third party without any further permission or consent, and/or to grant any
        licence of utilisation to any third party. The Legal Successor shall inform
        the
        Inventors on all important decisions and they will make a decision in common
        consent in each case.

      


      3.
        Obligation of supply of information

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

      


      The
        obligation set out in this Clause shall charge the Investors – in case of the
        transfer of the rights to a third party – towards such third party.

      


      The
        Inventors undertake the obligation to make or obtain the declarations required
        for patenting the invention and for entering the Legal Successor as patentee
        in
        the register kept on patent applications and/or in the patent register, and,
        furthermore, to do all legal acts required for the acquisition of right by
        the
        Legal Successor, and whose performance would not be possible for the Legal
        Successor at all or would only be possible in case of undertaking considerably
        higher difficulties.

      


      4.
        Counter-value, consideration

      50%
        of
        all revenues due to the Legal Successor in the course of the utilisation
        of the
        Invention (including the fees payable by third parties, if the Legal Successor
        re-transfers the exclusive right of utilisation or of patent to a third party)
        shall be due to the Inventors, as gross inventor’s fee, i.e. based on the
        express agreement of the Parties the inventor’s fee shall include the amount of
        the payable general turnover tax [VAT] and/or the deductible taxes and other
        public dues.

      


      All
        costs
        related to patenting and utilising the Invention or transferring the relevant
        entitlements (expenditures in material and personal nature, out-of-pocket
        expenses, fees, stamp duties, etc.) shall charge the Legal
        Successor.

      


      Any
        costs
        related to the manufacturing activity, manufacturing processes and sales
        of the
        product connected to the Patent shall be borne jointly by the Parties, i.e.
        in
        case of direct manufacturing and sales (or in case of manufacturing and sales
        with the involvement of subcontractor) it shall not be 50% of the Legal
        Successor’s revenue, but 50%, say fifty percent of the operational result
        derived from this activity for the Legal Successor, which shall be due to
        the
        Inventors as inventor’s fee.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      The
        Parties jointly agree that the Inventors will receive, as further remuneration,
        50,000 pieces of registered common shares per person from the
        shares of Power of the Dream Ventures, Inc. (PDVI), as public
        limited company, being 100% owner of Vidatech, to a face value of USD
        0.0001 each, which they will be free to sell on the open stock exchange
        market, and which will be set out in the so-called “SB2” document to be
        submitted to the US Securities and Exchange Commission by PDVI. Both the
        Managing Director of Vidatech Kft. and the President and CEO of Power of
        the
        Dream Ventures, Inc. consent to this Agreement in common understanding, since
        the Inventors designate the Legal Successor as patentee of the Invention,
        in
        consideration for the shares.

      


      5.
        Performance of payment obligations, payment
        securities

      The
        Legal
        Successor shall send the Inventors a written notice (settlement of accounts)
        on
        the amount of the inventor’s fee regulated in Clause IV. 4. above, by the last
        day (inclusive) of each quarter, within 10 (ten) business days following
        the
        given quarter. The Inventors shall approve the settlement of accounts within
        10
        (ten) business of the receipt, or they may dispute in writing the settlement
        of
        accounts, in the absence of which the settlement of accounts shall be considered
        to have been expressly accepted and approved. The settlement of accounts
        may be
        disputed by the Inventors subsequently exclusively alleging the fact that
        they
        have been misled in respect of the facts serving as basis for the settlement
        of
        accounts.

      


      6.
        Checking of the business books

      The
        Inventors shall be entitled to check the adequacy of the settlement of accounts
        defined in Clause IV. 5. above and to inspect the financial certificates
        related
        to this Agreement at the head office (premises) of the Inventors.

       

      V.
        Miscellaneous provisions

      


      1.
        Territorial scope of the Agreement

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

      


      2.
        Temporary scope of the Agreement, expiry of the
        Agreement

      The
        Parties enter into the Agreement for an indefinite period of time reckoned
        from
        the execution.

      


      3.
        Amendment to the Agreement

      Both
        Parties reserve the right to amendment, if such change is advantageous for
        both
        parties

      


      The
        Agreement will cease to exist for the future, if

      
        
          	
                   

                	
                  ·

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

                


        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      3.
        Reasons for termination by notice. 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 in writing, by extraordinary
        notice
        with immediate effect, if the other Party violates the Agreement seriously,
        in
        spite of written warning to the consequences. The Parties shall deem the
        following circumstances to be serious breaches:

      
        	
                 

              	
                ·

              	
                The
                  Inventors do not meet their obligation of warranty defined in Clause
                  IV.
                  1. of this Agreement in any respect
                  whatsoever;

              


      

      
        	
                 

              	
                ·

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

              


      

      


      4.
        Stipulation of the applicable law

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

      


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

      In
        connection with their potential legal disputes related to the Agreement the
        Parties shall strive at settlement by negotiation. Should this have no result,
        the Parties stipulate already now the exclusive jurisdiction of the [Budapest]
        Metropolitan Court.

      


      6.
        Confidentiality

      The
        contracting Parties agree that the facts, data and information having become
        known to them 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
        secrets. This obligation shall cover the employees, representatives,
        subcontractors, etc. of the Parties and in general all persons, who/which
        have
        acquired the business secret in the interest of the performance of the
        Agreement, with the collaboration of the given Party.

      


      The
        protection of business secret shall also cover the fact that no one of the
        Parties will be entitled to make accessible for, or to disclose to, any third
        party any information or document related to the Agreement, particularly
        any
        information, business idea, plan, design or method qualifying as confidential,
        having become known to it on the other Party’s business or marketing activity,
        without the written consent of that other Party.

      


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

      


      The
        provisions for the protection of secrets shall remain in force and effect
        until
        the elapse of 5 (five) years following the termination of the
        Agreement.

      


      7.
        Notices

      Any
        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 for
        this
        purpose in advance in writing.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                If
                  to the Inventors:

              	 
	
                Name:
                  SALCA János

              	
                Name:
                  SALCA Viktor

              
	
                Address:
                  1014 Budapest, Úri u.18. Fsz/2.

              	
                Address:
                  same

              
	
                E-mail:

              	
                E-mail:
                  salvik@t-email.hu

              
	
                Telephone:
                  +36-20-328-4137

              	
                Telephone:
                  +36-30-37-00-845

              
	
                Telefax:

              	 


      

      


      If
        to the
        Legal Successor:

      Name:
        Vidatech Kft.

      Address:
        1095 Budapest, Soroksári út 94-96.

      E-mail:
        info@powerofthedream.com

      Telephone:
        +36-1-456-6061

      Telefax:
        +36-1-456-6062

      


       

      The
        Parties shall notify to each other in writing, without delay, any possible
        change in the addresses or in the persons to be notified, specified in this
        Clause, which alteration will not require any amendment to the
        Agreement.

      


      The
        notices shall be deemed to have been served at the following dates: in case
        of
        hand delivery when the consignment is taken over by the recipient; in case
        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 case of communication via telefax
        when confirmation is received at the end of the transmission on successful
        transmission; in case of e-mail message when the sending Party receives a
        confirmation on the receipt of the message.

      


      


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

      


      


      Dated
        in
        Budapest, on 24 May 2007

      


      


      
        	
                /s/
                  Salca Janos

              	 	
                /s/
                  Daniel Kun, Jr.

              
	
                SALCA
                  János, Inventor

              	 	
                Legal
                  Successor, its representative

              
	 	 	 
	 	 	 
	
                /s/
                  Salca Viktor

              	 	
                /s/
                  Viktor Rozsnyay 

              
	
                SALCA
                  Viktor, Inventor

              	 	
                on
                  behalf of Power of the Dream Ventures,
                  Inc.

              


      

       

    

     

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