Exhibit 10.01


 


 


 



 


TECHNOLOGY
TRANSFER AGREEMENT


&

License agreement


 


Date:
1st February 2013.


 


Between:


 


Licensor


SWISS
WATER TECH Research & Development SA (SWATE) whose registered office is at Puits- Godet 6A —2000 Neuchâtel
Switzerland and registrationt/fiscal number is CH-645-4109166-9


 


and:


 


Licensee


EUROSPORT
ACTIVE WORLD CORP (EAWC) whose registered office is at 2000 Ponce de Leon Blvd/6th Floor, 33134 Miami Florida United
States of America (USA) and registration/fiscal number FEIN: 650 913 886


  


Both parties
declare a mutual I recognition of their capacity to undertake the following:


  


I.
        That the company (hereafter, “EAWC”) owns the Rights to sell,
manufacture and use trademarks of certain technologies and system/concepts. It therefore has full rights for the exploitation
of the said patents, to pass on the appropriate information necessary for the aforementioned exploitation, and to authorize SWATE
for inclusion of the technologies into products manufactured and develop new systems/concepts
for the use of EAWC to manufacture and sell – distribute - .




  


II.          That
the company EAWC wish to obtain a license to manufacture, use arid sell the new developed products from SWATE.







 


Both Parties
agree to the following:


 


	Article 1.	Object




 


The
object of the present agreement of technology transfer is: a) the license to manufacture the products described in Annex 1; b)
all know-how and technical assistance necessary for the exploitation of the said patents and the manufacture of the aforementioned
products; c) the use of the trademarks as set out in Annex 1, for products manufactured under license.


 


 


 



    


     

    

 





	Article 2.	Territory




 


The
licensed lights of patent, trademark and know-how granted by SWATE to the EAWC (Licensee) shall be valid within the territory/projects
of EAWC. The Licensee shall not exploit the licensed technology, nor shall it sell products manufactured under license, in countries
covered by parallel patents as set out in Annex 1 for a period of 10 years as from the date on which the said products were first
put on sale in the territory described in the present agree ment.


 


	Article 3.	Technology




 


Alternative
B. The license is granted in a non — exclusively agreement for the applications & technologies.


 


	Article 4.	Exclusivity




 


The
license of patents and trademarks shall not be exclusive. The Licensor may exploit the said licenses itself. commercialize the
products under license, and grant licenses to third parties in the territory described in the present Agreement for the duration
of the same. It shall also be entitled to enter into agreements granting the know-how related to the said licenses. Nevertheless,
should more favorable conditions be granted to another licensee in the same territory, the Licensor “should” be obliged
to grant the same conditions to the Licensee. No technologies will be sold or granted to direct competitors of EAWC.


 


	Article 5.	Obligations of
    the Licensor




 


The following are obligations to be assumed
by the Licensor: a) to provide the Licensee all designs, plans, technical documents and know-how necessary for the manufacture
of the products; b) to supply the Licensee with all materials and components, as well as the technical assistance and personnel
training necessary for compliance with the present agreement. The cost of such materials and actions shall be borne by the Licensee,
and if necessary, shall be stipulated in an Annex to the present agreement; c) to inform and make available to the Licensee any
modification or perfection involving improvements to the products under license for the term of the present agreement. The Parties
shall reach agreement as to whether such improvements require an increase in the royalties stipulated in the present agreement;
d) to keep in force all patents and trade marks on which this agreement is based; otherwise, to give 3 months’ warning to
the Licensee before their expiry as to the legal proceedings necessary to conserve their validity.


 





 






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	Article 6.	Obligations of
    the Licensee




 


The
following are obligations to be assumed by the Licensee: a) to manufacture the licensed products to a standard of quality equal
to those manufactured directly by the Licensor, thereby authorizing the Licensor to make quality control tests of such products;
to) to communicate to the Licensor any modification, perfection or new applications of the licensed technology; c) not
to manufacture or sell products which may compete with those covered by the license, nor products of companies competing with
the Licensor; d) to protect the technology transferred from the actions of third parties within the territory, and to give due
information to the Licensor as to any violation of which it may become aware.


 


	Article 7.	Front-end fee




 


In
exchange for the use of the new developed system’s & concept’s, license of patent and trademark, the Licensee
shall pay the Licensor the sum of $6 million as front-end fee. This amount shall be paid on the signing of the agreement arid
shall not be returnable. It can be paid with 6 million-underwriter shares (valuated with $1) Every 12 month after signature of
the contract, EAWC (The licensee) agree to pay 5 million Swiss Franks (five-million-CHF) to the licensor SWATE for the use and
transfer of new developed technologies. Plus 5% of the revenue as royalty fee for the technology service of SWATE.


 


	Article 8.	Royalties




 


The
Licensee shall pay the Licensor royalties of:


 


The
Sum of CHI 5 million to be paid annually., with an increase of 10% for each year of the 10 year term.


 


	Article 9.	Minimum royalties




 


The
minimum royalties to he paid by the Licensee to the Licensor shall be no less than the following amounts:


 


For the first year of the Agreement: CHF 5 million
+ the 5% of the revenue, but not less than CHF 500,000.


 


For
the second year of the Agreement: The annual[ fee +5% of the revenue but not less as $1 million in royalties.


 


For
the third and following years: The annual fee + 5% of the revenue, but not less than $2 million.


 


Should
the Agreement be ended before the end of any year, the minimum royalties shall be reduced proportionately. The minimum royalties
shall be paid -within one month of the end of each year of the term of the agreement.


 


	Article 10.	Date for payment
    of royalties




 


The
payment of royalties shall be made every Quarter year, The Licensee shall send to the Licensor complete details as to the transactions
carried out, within one month of the end of the quarter in question. The Licensor shall send an invoice to this end to the Licensee,
and payment shall be made in no more than ten calendar days thereafter.


 


 


 






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	Article
    11.	Currency
    for payment of royalties




 


The
payment of royalties shall be made in Swiss Franks. The applicable exchange rate between this currency and the currency in which
transactions are effected shall be that of the date on which the Licensee invoices its customer, where the payment is to be made
transaction by transaction; or that of the last working day of the quarter or year, where royalties are to be paid quarterly or
annually.


 


	Article
    12.	Taxation




 


The
Licensor or Licensee shall be liable for direct and indirect taxation to be paid in the country of the Licensee arising
from payments made to the Licensor according to the present Agreement. Where there exists agreement on double taxation between
the countries of the Licensor and the Licensee, the Licensee may reclaim the appropriate taxation on condition that it send to
the Licensor all the invoices and fiscal documents which may be required by the fiscal authorities of the Licensor’s country.


 


	Article
    13.	Prohibition
    of concession




 


The
Licensee shall not concede the use of the licenses without prior written consent from the Licensor.


 


	Article
    14.	Sub-licenses




 


The
Licensor may authorize the Licensee to issue sub-licenses for the application of the patent and/or use of the trademark, on condition
that the sub-licensee is subject to the terms and conditions of the present Agreement. The actions of the sub-licensee shall not
exonerate the Licensor from the rights and obligations undertaken under the present Agreement.


 


	Article
    15.	Subcontracting




 


The
Licensee shall not, without written consent from the Licensor, subcontract the manufacture of products involving the use of the
technology licensed by the present agreement.


 


	Article
    16.	Registration
    of patents and trade marks




 


Each
Party shall be entitled to request the registration of the licenses of patents and trademarks, on condition that such action is
possible under the law of the country in which the license is to be used. Each Party shall concede, when necessary, the powers
of representation required to this end. The costs and fees of registration shall be borne by the Party, which requests it.


 


	Article
    17.	Mention
    of Licensor and labeling




 





The
Licensee shall mention on all products, which it manufactures under license and supplies to its customers, the following text:
Manufactured under license of SWATE. The said text shall be included on the labeling of all products sold through retail outlets.


 


 


 



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	Article
    18.	Registration
    of transactions




 


The
Licensee shall keep account of all transactions effected under license, in which there shall be explicit and accurate mention
of the number of products manufactured and sold, the reference numbers given to each as well as any other indications, particularly
those pertaining to the price of sale to customers, required for the calculation of royalties payable.


 


	Article
    19.	Control
    of transactions




 


The
Licensor shall be entitled to inspect the register of transactions made by the Licensee and their correspondence to the latter’s
general accounting activities. The cost of such inspection shall be borne by the Licensor, but shall be repaid by the Licensee
where the inspection is prolonged or repeated on account of accounting errors made by the Licensee or where transactions exceeding
10% of the amounts declared by the Licensee are detected.


 


	Article
    20.	Entry
    into force and term of agreement




 


The
agreement shall enter into force, once signed by the Parties, the date written above. Where the validity of the agreement or payments
are subject to any kind of official registration or prior authorization, the date of the said registration or authorization shall
be the date of entry into force of the present agreement. The agreement will have a term of 10 years, unless the Parties
decide to extend it by means of a later written agreement


 


	Article
    21.	Termination
    of agreement




 


Either
party may terminate the present Agreement, owing to the default or violation by the other Party of any of the agreements established
herein, or through the undertaking of any justified legal action pertaining to laws applicable hereto. The following shall also
be causes for the termination of the present agreement: a) the failure to effect necessary prior registration or authorization
within 3 months of the signing of the present agreement; b) the contesting of the licensed technology or know-how; c) any changes
in the constitution or ownership of either Party which may affect significantly the results which the other Party may reasonably
expect to obtain from the present agreement. In any scenario, the Licensee has to pay the outstanding licensee fee with an average
revenue fee of the royalties for the remaining time period of the original agreement. The licensor will terminate the right to
use, build or sell the SWATE Technologies within 90 days after termination of the agreement.


 


	Article
    22.	Completion
    of agreement




 


On
completion of the present Agreement, the Licensee shall not manufacture the licensed products nor reveal to any third party the
licensed technology acquired from the Licensor. This shall remain in force for as long as the licensed patents and know-how continue
to be valid.


 





 



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	Article
    23.	Confidentiality




 


The
Licensee undertakes, for the term of the present agreement and beyond its completion, not to communicate to third parties any
technical, commercial or financial information provided by the Licensor. On completion of the agreement, all documentation supplied
shall be returned. Similarly, the Licensee shall require all its employees who may have access to the documentation and information
provided by the Licensor to treat the same as secret and not pass it on to any third parties. The duty of confidentiality of employees
shall go beyond the end at their employment or contractual relationship with the Licensee.


 


	Article
    24.	Applicable
    law and competent jurisdiction




 


Any
disagreement which may arise from the present Agreement shall be resolved by the Courts and Tribunals of the Licensor’s
country, and particularly, those of the local authorities where its headquarters is located, unless this Party should take legal
action in the Courts and Tribunals where the Licensee’s headquarters is located.


 


	Article
    25.	Language




 


English,
and is therefore considered to be the only authentic text for all legal effects.


 


Both
Parties declare their conformity to the present agreement, which is signed in two copies, each of which shall be considered an
original.


 


Signed
by a duly authorized representative at the Licensor and the Licensee.


 


	For
    and on behalf of the Licensor	 	For
    and on behalf of the Licensee
	 	 	 
	/s/ IrmaVelazquez	 	/s/ Ralph
    Hofmeier
	Mrs.
    IrmaVelazquez, MSc	 	Mr.
    Ralph Hofmeier
	CEO
    – SWATE	 	CEO
                                         – Eurosport Active World Corp (EAWC)

	 	 	 


 






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	ANNEX
    1.	PATENTS
    AND TRADEMARKS
	 	(Articles 1
    and 2)




 





	PATENTS
	Registration
    number	Registration
    office (county)	Countries
    covered
	Will
follow ..........	Switzerland	Global
	 	 	 
	 	 	 
	 	 	 


  


	 	TRADE MARKS	 
	Name	Registration
    number	Registration
    office (Country)	Countries
    covered
	SWATE
                                         PLASMA

                                                                                                                                                                                                 SWATS
                                         AWG

                                                                                                                                                                                                 SWATS
                                         SPWPS

         

         
	Will
                                         follow...

         

         
	Switzerland

         

         
	Global

         

         



  


	ANNEX
    2.	PRODUCTS
	 	(Article 1)




  


	Product	 	Uses
    and applications
	Plasma
    Converter system	 	Powered
    by electricity that causes the dissociation (breaking apart) of the molecular bonds of solid, liquid and gaseous compounds
    or materials of both hazardous and nonhazardous wastes (feedstock) organic and inorganic. The operation’s daily output,
    could be hundreds of thousands Kilowatt hours, millions of gallons drinking water and millions of cubic feet of valuable hydrogen
    gas for sustainable power generation. In that typical 1000 tons-per-day operation. The PCS is safetly managed by computer
    and customized as per Project needs assessment.


 


	Product	 	Uses
    and applications
	Solar
    Power Water Purification system	 	A
    high volume water purification solution utilizing solar, photovoltaic energy and, when applicable, a mini-windmill or an alternate
    source of renewable energy. From the sea, lake, river or stagnant, water is passed through several stages of purification
    and treatment until it is rendered drinkable as per World Health Organization standards. Its innovative design allows its
    implementation in a challenging geographical locations.


 





 






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	Product	 	Uses
    and applications
	Atmosphere
                                         Water Generator

         

         
	 	Powered
                                         by a renewable energy solutions the AWG produces pure potable water from the air’s
                                         humidity. The system produces sufficient quantities even at very dry and hot climate
                                         conditions. AWG plants can be scaled to almost any size community and/or population.

         

        The
        machines employed suck in large volumes of air, cool it down to the dew point and collect the resulting condensing water,
        which is then filtered and mineralized. Through this process, pure drinking water is obtained that meets the quality
        standards of the WHO.



  


 


 


 


 


 


 


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