HYBRID Coating Technologies Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






Exhibit 10.2

Agreement entered into this 18th day of October, 2011 

Between: 

Nanotech Industries Inc., a Delaware
corporation.
hereinafter referred to as “LICENSOR” or the “Company” 

And: 

Nanotech Industries International Inc.,
a Nevada corporation 
hereinafter referred to as “NTI”

(collectively referred to as the
“Parties”) 

WHEREAS LICENSOR, holds proprietary rights to the
license and Intellectual Property (“LICENSOR IP”) required for the manufacturing
of environmentally safe adhesives and sealants (“LICENSOR Product”),

WHEREAS NTI is a wholly owned subsidiary of Hybrid
Coating Technologies Inc. (a Nevada corporation) (“Parent”); 

WHEREAS LICENSOR wishes to engage NTI for the potential
manufacturing and sale (collectively “Manufacturing and Sale”) of the LICENSOR
Product in the Territory (as defined below). 

WHEREAS LICENSOR agrees to grant NTI the Option (as
defined below) for perpetual exclusivity for the Manufacturing and Sale of the
LICENSOR Product in the Territory (as defined below) according to the terms set
forth hereunder;

WHEREAS to this end, the Parties have agreed to enter
into the present agreement (“Agreement”);

NOW THEREFORE, in consideration of the representations,
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
LICENSOR and NTI agree as follows: 

Section 1. Definitions 

“Acquirer” shall have the meaning ascribed to it under
the definition of the term “Material Transaction”. See below. 

"Confidential Information" shall mean all information
disclosed by a Party and marked by the disclosing party as "Confidential",
"Proprietary" or other appropriate legend or disclosed orally and described as "
Confidential " or "Proprietary" and delivered by the disclosing Party, including
without limitation information disclosed by either Party regarding pricing,
methods of operation, techniques, business methods or plans, marketing plans and
strategies, finances, Know-How, designs, manufacturing formulae, computer
programs, or any other business information relating to the disclosing Party and
its subsidiaries, if any, whether constituting a trade secret, proprietary
information or otherwise; provided that: 




Confidential Information shall not include information that can
be established by the receiving Party by competent proof: (i) was already known
to the receiving Party, other than under an obligation of confidentiality, at
the time of disclosure by the disclosing Party; (ii) was generally available to
the public or otherwise part of the public domain at the time of its disclosure
to the receiving Party; (iii) became generally available to the public or was
otherwise part of the public domain after its disclosure and other than through
any act or omission of the receiving Party in breach of this Agreement; (iv) was
disclosed to the receiving Party, other than under an obligation of
confidentiality, by a third party who had no obligation to the disclosing Party
not to disclose such information to others; or (v) was independently developed
by the receiving Party without use of the disclosing Party's information. 

"Documentation" shall mean all documentation for or
relating to the Proprietary Technology, including but not limited to: (i) all
documentation intended for use by the operators of the Proprietary Technology;
(ii) all technical documentation, designs and specifications; (iii) any other
type of information or material (in whatever form, whether human or
machine-readable, and in whatever media) relating to the Proprietary Technology
that was prepared by or for LICENSOR;

“Perpetual Exclusivity” shall mean the granting by
LICENSOR to NTI of the perpetual exclusive rights to the Manufacturing and Sale
of the LICENSOR Product for the Territory; 

“Gross Revenue” shall have the definition according to
US GAAP.; 

"Intellectual Property" shall mean all patents,
trademarks, trade names, service marks, trade dress, copyrights, works of
authorship, design rights, trade secrets, inventions, discoveries, research,
product designs, improvements, ideas, , show-how, data, quality control
processes, manufacturing processes, test results, test methods, databases and
documentation thereof, technical information, data, specifications, records and
documentation software and other proprietary rights regardless of the form in
which it exists or the media upon which it resides . 

"Know-How" shall mean all discoveries, business
information, business methods, formulae, systems, processes, trade secrets,
technologies, works of authorship and, confidential data and information,
whether patentable or unpatentable. 

"Manufacturing Intellectual Property" shall mean all
Intellectual Property and KnowHow owned or licensed wholly or jointly by
LICENSOR, currently and in the future and that is specifically relating to or
used in the manufacture of the LICENSOR Product.

"Material Transaction” shall mean a consolidation,
merger, exchange of shares, recapitalization, reorganization, business
combination or other similar event, (A) following which the holders of common
stock of NTI (“NTI Common Stock”) immediately preceding such consolidation,
merger, combination or event (“NTI Common Stockholders”) either (1) no longer
hold a majority of the shares of NTI Common Stock or (2) no longer have the
ability to elect the board of directors of NTI and, (3) as a result of which
another entity (the “Acquirer”) shall either (i) hold a majority of the shares
of NTI Common Stock or (ii) have the ability to elect the board of directors or
(B) as a result of which shares of NTI Common Stock shall be changed into (or
the shares of NTI Common Stock become entitled to receive) the same or a
different number of shares of the same or another class or classes of stock or
securities of the Acquirer. 

“Option” shall mean NTI’s option to the right of to the
Sale and Manufacturing of the LICENSOR Product in the Territory on a basis of
Perpetual Exclusivity. 

“Option Deadline” shall mean within 6 (six) months of
the signing of this Agreement. 




“Term” shall mean that the term of the Agreement shall
continue indefinitely and not terminate, unless terminated by the Parties in
accordance with the terms of Section 8 below. 

“Territory” shall mean anywhere worldwide. 

Section 2. Manufacturing. Should NTI exercise the Option
granted herein within the Option Deadline, the Parties agree that LICENSOR shall
provide NTI with all necessary Documentation and access to Manufacturing
Intellectual Property to manufacture the LICENSOR Product (“IP Rights”), under
the following terms: 

	 	(i) 	
      In consideration for the IP Rights, NTI shall cause the
      Parent to issue to LICENSOR as a one-time licensing fee (“Licensing
      Shares”), an aggregate number of shares of the Parent’s common stock which
      shall give the LICENSOR, immediately upon such issuance of shares, a 15%
      (fifteen percent) ownership stake in the Parent. The Licensing Shares
      shall be issued upon exercise of the Option (“Shares Issuance Deadline”)
      to all of the shareholders of the LICENSOR at the time of issuance on a
      pro-rata basis and shall be issued as fully paid and non- assessable and
      shall bear the requisite restrictive legend in accordance with applicable
      securities law.

	 	 	 
	 	(ii) 	
      NTI shall pay to LICENSOR a royalty of 7.5% (seven and
      one half percent) of Gross Revenue from the Sale of the LICENSOR Product
      (“Royalty”) for the duration of this Agreement. The Royalty shall be paid
      on a quarterly basis 65 calendar days after the end of each quarter (the
      “Royalty Payment Period”) and shall be based on the Gross Revenue as
      stated in NTI’s quarterly statements. The Licensor shall have the right to
      review NTI’s records including bank statements at anytime with a 10
      business day notice (the “Review”), as well NTI shall perform an annual
      audit of its financial statements on an annual basis (the “Audit”) which
      shall be completed within 100 days from NTI’s year end (the “Audit
      deadline”) .

	 	 	 
	 	(iii) 	
      In accordance with Section 5 below, NTI undertakes to
      keep confidential any and all Documentation and Manufacturing Intellectual
      Property provided to, transferred and or disclosed in any manner to NTI by
      LICENSOR or any person or entity on behalf of
LICENSOR.



Section 3. Perpetual Exclusivity 

	 	(i) 	
      NTI shall retain the right for the Manufacturing and Sale
      for the Territory on a basis of Perpetual Exclusivity for the duration of
      the term of this Agreement (“Perpetual Exclusivity Period”).

	 	 	 
	 	(ii) 	
      Should a Material Transaction occur and In the event NTI
      exercises the Option, following the occurrence of the Material
      Transaction, LICENSOR agrees to have the Licensing Shares issued by the
      Parent cancelled and NTI undertakes to cause the Acquirer to issue an
      aggregate number of shares of the Acquirer’s common stock which shall give
      the LICENSOR, immediately upon such issuance of shares a 15% ownership
      stake in the Acquirer.







Section 4. Events of Default. Any one or more of the
following events, whether or not any such event shall be voluntary or
involuntary or be effected by operation of law or pursuant to or in compliance
with any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body, shall constitute an Event of
Default: 

	 	a) 	
      Non issuance of the Licensing Shares by the Share
      Issuance Deadline;

	 	 	 
	 	b) 	
      Non payment of the Royalty during the Royalty Payment
      Period;

	 	 	 
	 	c) 	
      The completion of the Audit within the Audit
    Deadline;

	 	 	 
	 	d) 	
      NTI’s refusal to allow the LICENSOR to perform the
      Review;

	 	 	 
	 	e) 	
      If an order is made or a resolution is passed or a
      petition is filed for the liquidation or winding-up of
  NTI;



In the event of a default, by NTI, NTI shall have 45 calendar
days to cure such default after which, the LICENSOR shall have the right to
terminate this Agreement.

Section 5. Confidentiality. The Parties agree to keep
confidential subject to Section 5.2 and except as otherwise authorized by this
Agreement or agreed in writing, the Parties agree that, during the term of this
Agreement, for five (5) years thereafter, NTI and its Affiliates shall, and
shall ensure that their respective independent contractors, employees, officers
and directors keep completely confidential and not publish, or otherwise
disclose, or use any Confidential Information that is proprietary to and
furnished by LICENSOR..

5.1 Remedies. LICENSOR shall be entitled, in addition to
any other right or remedy it may have, at law or in equity, to an injunction,
without the posting of any bond or other security, enjoining or restraining NTI,
its Affiliates, its licensees and/or its sublicenses from any violation or
threatened violation of this Section 5. 

5.2 Exceptions to Confidentiality. The restrictions on
publication and disclosure contained in Section 5 of this Agreement shall not
apply to Confidential Information that is otherwise required to be disclosed in
compliance with applicable laws or regulations or order by a court or other
regulatory body having competent jurisdiction, provided that if one Party is
required to make any such disclosure of the other Party’s Confidential
Information the disclosing Party will, give reasonable advance notice to the
other Party of such disclosure requirement.

Section 6. Non-Disclosure. Each of NTI and Hybrid agrees
not to disclose, reveal or make use of any information during discussion or
observation regarding methods, processes, ideas, the LICENSOR Product, Know-How,
Documentation or any other subject matter herein including any discussions, and
negotiations between the Parties on any subject matter herein, without the
express written consent of LICENSOR.

Section 7. Intellectual Property. Upon termination of
this Agreement as provided for in Section 4 above, NTI agrees to immediately
return to LICENSOR any and all Documentation, Confidential Information and
materials relating to any Intellectual Property received by NTI under this
Agreement.

7.1 Remedies. LICENSOR shall be entitled, in addition to
any other right or remedy it may have, at law or in equity, to an injunction,
without the posting of any bond or other security, enjoining or restraining NTI,
its Affiliates, its licensees and/or its sublicenses from any violation or
threatened violation of this Section 7. 




Section 8. Term and Termination. This Agreement is
effective from the date of execution and shall be indefinite, in accordance with the terms and
conditions as set forth in this Agreement, except if terminated as follows: 

	 	1. 	
      Upon mutual written agreement by both Parties;

	 	 	 
	 	2. 	
      Upon termination by the LICENSOR in accordance with
      section 4 of this Agreement.



Upon termination of this Agreement, all of the Parties' rights
and obligations under Sections 5, 6 and 7 shall survive termination,
relinquishment or expiration of this Agreement and shall remain in full force
and effect regardless of the termination of this Agreement.

Section 9. Notice. Any notice or request required or
permitted to be given under or in connection with this Agreement shall be deemed
to have been sufficiently given if in writing and personally delivered or sent
by certified mail (return receipt requested), facsimile transmission (receipt
verified), or overnight express courier service (signature required), prepaid,
to the Party for which such notice is intended, at the address to be proved for
by each of the Parties: 

	 	In the case of LICENSOR to: 
	 	 
	 	950 John Daly blvd., Suite 260 
	 	Daly City, CA 94015 
	 	 
	 	In the case of NTI, to: 
	 	 
	 	950 John Daly blvd., Suite 260 
	 	Daly City, CA 94015 


or to such other address for such Party as it shall have
specified by like notice to the other Party, provided that notices of a change
of address shall be effective only upon receipt thereof. If delivered personally
or by facsimile transmission, the date of delivery shall be deemed to be the
date on which such notice or request was given. If sent by overnight express
courier service, the date of delivery shall be deemed to be the next business
day after such notice or request was deposited with such service. If sent by
certified mail, the date of delivery shall be deemed to be the fifth business
day after such notice or request was deposited with the national postal service
of the country where such Party is located. 

Section 10. Severability. The Parties intend and believe
that each provision of this Agreement complies with all applicable local, state,
and federal laws and judicial decisions. Nonetheless, if any provision or any
portion of any provision of this Agreement is found by a court of law to violate
any applicable foreign, local, state, provincial or federal ordinance, state,
law, administrative or judicial decision, or public policy, and if such court
should declare such provision or portion to be illegal, invalid, unlawful, void,
or unenforceable as written, it is the intent of the Parties that such provision
or portion shall be given force to the fullest possible extent that it is legal,
valid, and enforceable, that the remainder of this Agreement shall be construed
as if such illegal, invalid, unlawful, void, or unenforceable provision or
portion were not contained in this Agreement, and that the rights, obligations,
and interests of the Parties under the remainder of this Agreement shall
continue in full force and effect. 




Section 11. Jurisdiction. This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware
without regard to conflict of laws provisions thereof. The Parties hereby
irrevocably agree to the exclusive jurisdiction of the state and federal courts
sitting in the State of Delaware.

Section 12. Entire Agreement. This Agreement supersedes
all prior representations, arrangements, negotiations, understandings and
agreements between the Parties, both written and oral, relating to the subject
matter hereof and sets forth the entire and complete and exclusive agreement and
understanding between the Parties hereto relating to the subject matter hereof;
no Party has relied on any representation, arrangement, understanding or
agreement (whether written or oral) not expressly set out or referred to in this
Agreement. The terms of this Agreement may not be changed except by an amendment
signed by an authorized representative of each Party. 

Section 13. Miscellaneous. This Agreement shall inure to
the benefit of the parties hereto. In case any provision of this Agreement shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions of the Agreement shall not in any way be affected or
impaired thereby.

Section 14. Assignability. This Agreement shall be
assignable and/or sub-licensable to third parties by LICENSOR at any time but
NTI shall require written approval from LICENSOR, which shall not be
unreasonably withheld, prior to assigning and/or sub-licensing this Agreement to
any third party.

Section 15. Counterparts. This Agreement may be executed
in two counterparts, each of which shall constitute an original document, and
all of which together shall constitute one and the same instrument. This
Agreement may be executed by facsimile signatures and such signatures shall be
deemed to bind each party hereto as if they were original signatures. 

IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above. 

Nanotech Industries International Inc. 

By: /s/:Joseph
Kristul                                 

      Joseph Kristul

      President and Chief Executive Officer



Nanotech Industries Inc. 

By: /s/:Joseph
Kristul                                 

      Joseph Kristul

      President and Chief Executive Officer