Unassociated Document


    
      

    

    
      Exhibit
        10.18

      


      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

      VIDATECH
        Technológiai
        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.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      If
        to the
        Inventor:

      


      KALMÁR
        NAGY Imre

      1022
        Budapest, Alsótörökvész út 14.

      E-mail:

      Telephone:
        30 / 202 29 46

      Telefax:

      


      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

      


      


      
        	 	
                /s/
                  Imre Kalmar Nagy

              	 	
                /s/
                  Daniel Kun

              	 
	 	
                KALMÁR
                  NAGY Imre, Inventor

              	 	
                Legal
                  Successor, the representative thereof

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                /s/
                  Viktor Rozsnyay

              	 
	 	 	 	
                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

      
 

      
        	 	
                /s/
                  Imre Kalmar Nagy

              	 	
                /s/
                  Daniel Kun

              	 
	 	
                KALMÁR
                  NAGY Imre, Inventor

              	 	
                Legal
                  Successor, the representative thereof

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                /s/
                  Viktor Rozsnyay

              	 
	 	 	 	
                on
                  behalf of  Power of the Dream Ventures, Inc.

              	 


      

       

       

    

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