HYBRID Coating Technologies Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

Agreement entered into this 12th day of July, 2010 

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 coatings, (“LICENSOR Product”),

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 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;

“Exclusivity” shall mean the granting by LICENSOR to NTI
of the 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. 

“Territory” shall mean all of North America. 





Section 2. Manufacturing. 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 IP Rights and regardless of whether
      or not NTI exercises the IP Rights, NTI shall pay LICENSOR a one time
      licensing fee equivalent to $500,000 (five hundred thousand dollars)
      (“Licensing Fee”) to be payable within 12 (twelve) months from the signing
      of this Agreement (“ Fee Payment Deadline”).

	 	 	 
	 	(ii) 	
      NTI shall pay to LICENSOR a royalty of 5% 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. Exclusivity 

	 	(i) 	
      NTI shall retain the right for the Manufacturing and Sale
      for the Territory on an exclusive basis (“Exclusivity”) for a period of 36
      (thirty-six) months from the date of the signing of this Agreement
      (“Exclusivity Period”). Exclusivity shall be terminated at the end of the
      Exclusivity Period (”Exclusivity Termination”).

	 	 	 	 
	 	(ii) 	
      Upon Exclusivity Termination, NTI shall continue to have
      the right to the Manufacturing and Sale for the Territory, on a
      non-exclusive basis for the duration of the Agreement.

	 	 	 	 
	 	(iii) 	
      At any time during the Exclusivity Period and prior to
      the Exclusivity Termination, the Parties agree that NTI shall have the
      right to be granted a perpetual right of Exclusivity for the Manufacturing
      and Sale by LICENSOR for all of North America, South America and Europe
      (“America - Europe Perpetual Exclusivity”), in consideration of the
      issuance by NTI to the LICENSOR of an aggregate number of shares of common
      stock which shall give the LICENSOR, immediately upon such issuance of
      shares and subject to subsection (v) below, a 52.5% ownership stake in
      NTI, (“America – Europe Exclusivity Shares”). In the event NTI exercises
      its right to America - Europe Perpetual Exclusivity, the America – Europe
      Exclusivity Shares shall be issued as fully paid and non-assessable and
      shall bear the requisite restrictive legend in accordance with applicable
      securities law.

	 	 	 	 
	 	(iv) 	
      At any time after the exercise of the America-Europe
      Perpetual Exclusivity, during the Exclusivity Period and prior to the
      Exclusivity Termination, the Parties agree that NTI shall have the right
      to be granted a perpetual right of Exclusivity for the Manufacturing and
      Sale by LICENSOR for all of Asia and the rest of the world
      excluding the territories mentioned in the America - Europe Perpetual
      Exclusivity (“Asia Perpetual Exclusivity”), in consideration of the
      issuance by NTI to the LICENSOR of an aggregate number of shares of common
      stock which shall give the LICENSOR, immediately upon such issuance of
      shares and subject to subsections (v) and (vi) below, an additional
      ownership stake of 10% in NTI (“Asia Exclusivity Shares”). In the event
      NTI exercises its right to Asia Perpetual Exclusivity, the Asia
      Exclusivity Shares shall be issued as fully paid and non-assessable and
      shall bear the requisite restrictive legend in accordance with applicable
      securities law.








	 	(v) 	
      Should a Material Transaction occur and In the event NTI
      exercises the America - Europe Perpetual Exclusivity following the
      occurrence of the Material Transaction and prior to the Exclusivity
      Termination, 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 52.5% ownership stake
      in the Acquirer (“America – Europe Exclusivity Acquirer Shares”). In the
      event NTI exercises its right to America - Europe Perpetual Exclusivity,
      the America – Europe Exclusivity Acquirer Shares shall be issued as fully
      paid and non-assessable and shall bear the requisite restrictive legend in
      accordance with applicable securities law.

	 	 	 
	 	(vi) 	
      Pursuant to subsection (v) above and subsequent to the
      exercise of the America - Europe Perpetual Exclusivity, should NTI
      exercise its right to the Asia Perpetual Exclusivity prior to the
      Exclusivity Termination, 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 an additional
      ownership stake of 10% in the Acquirer (“Asia Exclusivity Acquirer
      Shares”). In the event NTI exercises its right to the Asia Perpetual
      Exclusivity, the Asia Exclusivity Acquirer Shares shall be issued as fully
      paid and non- assessable and shall bear the requisite restrictive legend
      in accordance with applicable securities law.



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 payment of the Licensing Fee by the Fee Payment
      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. NTI 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.

Joseph Kristul 
President and Chief
Executive Officer 


Nanotech Industries Inc. 

Joseph Kristul 
President and Chief
Executive Officer