f8k113009ex10i_windtamer.htm


     

    Exhibit
10.1

     

     

    
      	
              Clarkson University

               

              AGREEMENT
      FOR LIMITED RESEARCH

              Clarkson
      University

              Division
      of Research

              8
      Clarkson Avenue, Box 5630

              Potsdam,
      NY 13699-5630

               

               

            
	
              To: WindTamer
      Corporation.

              P.O. Box 460

              Livonia, NY 14487

               

               

            	
               
      Bill to (if different address):

               

            
	
               

              Start
      Date:   August 17, 2009

               

            	
               

               
      Completion Date:   December 31, 2009
    (Revised)

            
	
              Payment
      terms:                                Date
      of Payments:

              Two
      Payments
      of                            1st
      Payment: August 17, 2009

              $2,250.00                                           2nd
      Payment: November 17, 2009

               

               

            
	
              Description
      of Research Activities

              (Use
      additional sheet as needed)

              Task
      1: Modeling Analysis – mRotor, an in-house rotor design and analysis code
      developed at Clarkson University

               

              Task
      2: Experimental Testing/Optimization – Clarkson Wind turbine Test
      Site

               

              Task
      3: Communication between Clarkson and WindTamer including travel and
      associated costs

               

              Task
      4: Design and optimization of the WindTamer turbine concept

               

              The
      Statement of Work is subject to modification as agreed to by both
      parties.

               

               

               

               

              This
      Confirming Order must be signed by a Company official authorized to
      obligate the Company to the terms 

              and
      conditions of this agreement which appear on the reverse side of this
      order.

              NO OTHER TERMS SHALL APPLY

               

            
	
               

              Project
      Total:   $4,500.00

               

            	
               

               
      (fixed price agreement)

            
	
               
      Offered by CLARKSON:\

               /s/ Gregory
      Slack              

               
      Name:                    Gregory C.
      Slack             
         

               
      Title:                      Director of Research &
      Technology Transfer         

               
      Date:

            	
               
      Accepted by:

                /s/ Kenneth
      Visser                 
      

               
      Name:                 Kenneth
      Visser                   
       
                    

               
      Title:                   Principal
      Investigator           
      

                     

               
      Date:                   11/30/2009

            	
               
      Accepted by:

              /s/Gerald Brock     
          

               
      Name:              Gerald
      Brock            
         

               
      Title:                President, WindTamer, Inc.   
      

               

               
      Date:                     11/23/2009

               

            


    

    


    


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              AGREEMENT
      FOR LIMITED RESEARCH

              Clarkson
      University, Division of Research

              8
      Clarkson Avenue, Box 5630

              Potsdam,
      NY 13699-5630

               

            
	
              1.      Services. CLARKSON
      agrees to perform the Research Activities described above or on Attachment
      A, incorporated herein at the request of PURCHASER. These are provided to
      enrich the Clarkson's educational mission by training the undergraduate
      and graduate students with the "real-world" problem solving skills using
      the latest technology and equipment.

               

              2.      Commencement-reports.
      Research Activities will begin upon CLARKSON's receipt of all
      necessary materials and information from PURCHASER to enable CLARKSON to
      begin research or on the start date shown on the reverse side, whichever
      occurs later. All research will be completed and a final report of results
      provided to PURCHASER within 30 days of completion date.

               

              3.      Payment. Payment for
      Research Activities will be made as outlined on the reverse side, and the
      attached, if applicable.

               

              4.      Termination. Performance
      under this Agreement may be terminated by the PURCHASER upon thirty (30)
      days written notice; performance may be terminated by CLARKSON if
      circumstances beyond its control preclude continuation of the research.
      Upon termination CLARKSON shall be reimbursed for all costs and
      non-cancelable commitment incurred in the performance of this Agreement,
      such reimbursement not to exceed the total project cost.

               

              5.      Exclusion of warranties.
      CLARKSON makes no warranty, representation or guarantee of any nature,
      express or implied in connection with the activities to be provided. All
      warranties, including any implied warranties of merchantability or fitness
      are expressly disclaimed.

               

              6.      Confidentiality. For a
      period of three (3) years from the effective date of the agreement, all
      information and materials provided by PURCHASER, if such is labeled as
      confidential at the time of delivery to CLARKSON, shall be held in
      confidence by CLARKSON and CLARKSON shall not use any such information or
      material for any purpose other than the Research Activities pursuant to
      this AGREEMENT.

            	 
      	
              All
      information and results generated as a result of this AGREEMENT shall also
      be kept confidential for three (3) years and shall not be used for any
      purpose other than delivery to PURCHASER.

               

              7.       Intellectual Property.
      Neither party acquires any
      intellectual property rights under this Agreement;

              ●
      All
      information and inventions made solely or substantially by one or more
      staff members of CLARKSON under the Research Program shall be assigned to
      and the property of CLARKSON ("CLARKSON Intellectual
      Property").

              ●
      All
      Information and Inventions made solely or substantially by employees of
      SPONSOR shall be assigned to and the property of SPONSOR

              ●
      Neither
      party has an obligation under this Agreement to purchase any activity
      beyond those referenced herein, or items from the other party, or to deal
      exclusively with the other party in any field.

               

              8.       
      Indemnity.
      PURCHASER agrees to indemnify and hold harmless CLARKSON, its Board of
      Control, officers and employees from and against any and all claims, costs
      or judgments (including expenses of defense) arising out of claimed
      copyright, patent, or other confidentiality or proprietary rights
      violations with respect to any product or information provided by
      PURCHASER to CLARKSON; and against any and all claims for personal injury,
      bodily injury or other damages in any manner arising out of services or
      results provided by CLARKSON pursuant to this AGREEMENT excepting,
      however, bodily injury occurring to CLARKSON employees in the course of
      the performance of any activities required hereby.

               

              9.       
      Name use.
      PURCHASER will not, directly or indirectly, utilize the name of CLARKSON
      or any employee thereof in any publicity or other written or spoken
      communication with respect to the Research Activities provided, or the
      Research Activities results, without prior written approval from
      CLARKSON.

               

              10.       Export Controls
      Compliance. This agreement shall be in accordance with the Export
      Control Compliance regulations.

               

            


    

    


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