ex-10_2.htm - Generated by SEC Publisher for SEC Filing







 





Letter
Agreement for the Transfer of Materials


 


In
response to the MIT Media Lab ("RECIPIENT") request for aeroponic
system components and fixtures (“MATERIAL”) manufactured by Indoor Harvest Corp
("PROVIDER") to be used for the purpose of developing a wall facade
aeroponic system as part of MIT's Media Lab "Changing Places" project.
The project will focus on everything from urban mobility networks,
decentralized energy infrastructure and transformable housing units to advanced
urban agricultural systems. Indoor Harvest Corp. will be responsible for
providing technical assistance and materials as a “Technical Systems Adviser”.  Indoor
Harvest Corp asks that the RECIPIENT and PROVIDER agree to the following before
the RECIPIENT receives the MATERIAL:


 


1.
The above MATERIAL is the property of the PROVIDER and is made available as a
service to the research community.


 


2.
The MATERIAL will be used for teaching or not-for-profit research purposes
only.


 


3.
The MATERIAL will not be further distributed to others without the PROVIDER's
written consent. The RECIPIENT shall refer any request for the MATERIAL to the
PROVIDER. To the extent supplies are available, the PROVIDER or the PROVIDER
SCIENTIST agree to make the MATERIAL available, under a separate Simple Letter
Agreement to other scientists for teaching or not-for-profit research purposes
only.


 


4.
The RECIPIENT agrees to acknowledge the source of the MATERIAL in any publications
reporting use of it.


 


5.
Any MATERIAL delivered pursuant to this Agreement is understood to be
experimental in nature and may have hazardous properties. THE PROVIDER MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR
IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT
INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. Unless
prohibited by law, Recipient assumes all liability for claims for damages
against it by third parties which may arise from the use, storage or disposal
of the Material except that, to the extent permitted by law, the Provider shall
be liable to the Recipient when the damage is caused by the gross negligence or
willful misconduct of the Provider.


 


THE
RECIPIENT MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND,
EITHER EXPRESSED OR IMPLIED THAT USE OF THE MATERIAL WILL NOT INFRINGE ANY
PATENT, COPYWRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS.


 


6.
The RECIPIENT agrees to use the MATERIAL in compliance with all applicable
statutes and regulations.


 


7.
The MATERIAL is provided at no cost, or with an optional transmittal fee solely
to reimburse the PROVIDER for its


preparation
and distribution costs. 


 


The
PROVIDER, RECIPIENT and RECIPIENT SCIENTIST must sign both copies of this
letter and return one signed copy to the PROVIDER. The PROVIDER will then send
the MATERIAL.


 


 






 







 





 





PROVIDER INFORMATION and AUTHORIZED SIGNATURE


 


Adviser:
Chad C Sykes


Provider
Organization: Indoor Harvest Corp.


Address:14830
Forest Lodge Dr. Houston, TX 77070


 


___/s/
Chad Sykes____________________ ____9/18/2013_______ 


Signature
of Provider’s Authorized Official           Date


 


RECIPIENT
INFORMATION and AUTHORIZED SIGNATURE


 


Recipient
Scientist: Kent Larson


Recipient
Organization: Massachusetts Institute of Technology


Address:
77 Massachusetts Avenue, Cambridge MA 02139


Name
of Authorized Official: Lita Nelsen


Title
of Authorized Official: Director Technology Licensing Office


 


Signature
of Authorized Official:_______/s/ Lita Nelson____________ 


Date:____9/19/13____________________________________ 


Certification
of Recipient Scientist: I have read and understood the conditions outlined in
this Agreement and I agree to


abide
by them in the receipt and use of the MATERIAL.


_____/s/
Kent Larson______________________ ____9/7/2013______ 


Recipient
Scientist                                                   Date