techagreemazzanti10.12






Technology   Assignment   Agreement






This Technology Assignment Agreement ("Agreement") is executed on this the 30th day of June, 2011  by and between Evolution Petroleum Corporation, a Nevada corporation whose address is 2500  CityWest Blvd, Suite 1300,   Houston, Texas  77042  (hereinafter referred  to as "EPC")   and Daryl Mazzanti,  whose address is  18434  Bivens Bend    Spring, Texas  77379 (hereinafter referred to as "Mazzanti").     EPC and Mazzanti may be referred to collectively in this Agreement as "Parties," or individually as a "Party."


WHEREAS,  Mazzanti, prior to his employment with EPC (formerly known as Natural Gas Systems, Inc.) and independent of any prior employer, developed certain technology and procedures to enhance oil and gas production in horizontal well bores;


WHEREAS,  as part of Mazzanti's  employment agreement with EPC,  EPC agreed to field  test  and  potentially  commercialize  the  technology  and  procedures  so  developed by Mazzanti;


WHEREAS,  EPC desires to acquire all of Mazzanti's right, title and interest in, to and under the technology and procedures, and Mazzanti desires  to sell, assign, transfer and convey the same to EPC pursuant  to the terms and conditions set forth herein;


NOW,  THEREFORE, for  and  in  consideration of the  mutual  covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by all Parties,  EPC and Mazzanti hereby agree as follows:


1.           Assignment  of the Technology.   Upon the execution of this  Agreement by the Parties, Mazzanti does hereby assign, transfer and convey unto EPC all of Mazzanti's  right, title  and interest  in  and  to  that  certain technology,  invention, design,  improvement, or  any related intellectual property known as the Gas Assisted Downhole Pump, which is more fully described on Exhibit A, which is attached hereto and incorporated herein by reference (hereinafter referred to as the "Technology").


2.        Potential Patents  of Technology.   EPC shall, at its sole cost  and expense, undertake the necessary legal and technical review of the Technology to determine if the Technology is patentable.   In the event that EPC determines, in its sole and unfettered discretion,  that the Technology is deemed patentable and in its business judgment is commercially viable, EPC shall initiate  and  carry   through  actions  commercially  and  reasonably  necessary   to  patent  the Technology in the United States and such other foreign countries that EPC deems appropriate. The Parties stipulate and agree that the Technology shall be deemed a trade secret of EPC and Mazzanti shall assign such patents to EPC when received.


3.        Field   Testing   of  Technology.     EPC  shall,  at  its  sole  cost  and  expense,   make commercially reasonable efforts to field test the Technology.  All aspects (including  without limiting the generality of the foregoing, direction, control, number of tests,  duration, location and cost) of any such field testing  of the Technology  shall be at the sole and unfettered  discretion   of EPC.







4.          Assistance    by  Mazzanti.    Mazzanti  shall  fully  cooperate  and  assist  EPC  in  the prosecution of any patent application of the Technology by EPC.  Additionally, Mazzanti agrees to provide EPC with all the necessary technical support for the field testing of the Technology. The cooperation and assistance of Mazzanti in the patent application process and in the field testing of the Technology shall in no manner adversely effect his employment obligations with EPC, without the express written consent of EPC.


5.             Compensation.   EPC shall pay to Mazzanti the amount of $5,000.00 per well for every successful application of the Technology by EPC or through EPC's  control (the "Technology Fee").  Amounts so paid shall be less any applicable required tax.  However, no Technology Fee shall be due to Mazzanti for installations of the Technology that are primarily  for reasonable field tests  of the Technology in EPC owned wells, or for up to two demonstrations of the Technology for a third party in which, as an inducement to that third party to field test the Technology in consideration of commercially applying the Technology to a portfolio of wells, EPC does not receive any revenue, net of installation cost of the Technology and well operating cost. Mazzanti shall have the right, but not the obligation, to have an independent certified public accountant inspect and audit the relevant books and records of EPC to verify the statements and payments required to be made pursuant to this  Agreement.  Any such inspection and/or audit shall be conducted during the normal business hours of EPC and in such a manner that will result in minimum inconvenience to EPC.  The cost and expense of any such inspection  and/or audit shall be home by Mazzanti   Any such inspection and/or audit shall be conducted no more than once a year without the express written consent of EPC.


6.           Sale or Transfer of Technology.   In the event that EPC sells,  transfers or conveys the Technology, rights to the Technology or any patents derived from the Technology (collectively referred to hereinafter as the "Related Technology")  to any Person  or Entity, other than an Affiliate of EPC, such sale shall be subject to the buyer assuming the obligations of EPC under this Agreement. For the purposes of the Agreement, "Affiliate" means any person, company or entity controlling, controlled by or under common control with any other person, company or entity.  For purposes of this definition, "control"  (including "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, company or entity, whether through the ownership of voting securities or otherwise.


7.           Representations and  Warranties  by  Mazzanti.   Mazzanti represents,  warrants and covenants  to  EPC  that  no  assignment,  grant,  mortgage,  license  or  any  other  contractual agreement affecting the rights to the Technology has been made to  any other person or entity, and that the full right to sell, assign, transfer and convey the Technology as described herein is possessed solely by Mazzanti; and, when requested to carry out in good faith the intent and purpose of this Agreement, Mazzanti shall fully assist and cooperate with EPC in obtaining patents on the Technology in the United States and any foreign country, and shall execute all documents and  do all things  necessary to  obtain letters patent,  to vest  EPC  with  full  and exclusive  title  to  the  Technology   and  any  such  patents,   and to  protect  any  such  patents  from infringement  by any person  or entity.









8.              Term  of Agreement.     The term of this Agreement shall extend for a period of twenty (20) years or for the life of any patents on the Technology (and any reissues,  continuations, divisions and continuations-in-part of any patents of the Technology), whichever is the last to occur.


9.     License.    In the event that Mazzanti is no longer an employee of EPC (or its affiliates), Mazzanti shall have the right to license the Technology for his own use by paying EPC's customary licensing fee per application of the Technology under the terms of this agreement.


10.       MISCELLANEOUS


10.1      Assignments.     This Agreement shall not be assigned in whole or in part by Mazzanti without the express written consent of EPC, such consent shall not be unreasonably withheld Notwithstanding anything to the  contrary contained herein, EPC  stipulates and  agrees that Mazzanti is granted the one-time right to assign his rights only as to Paragraphs 4 and 5  of this Agreement to an entity owned by Mazzanti or his immediate family, which shall occur within One (1) year of the date of this Agreement, otherwise this one-time grant shall terminate.


10.2    Notices.     All notices made by one Party to one or more other Parties shall be in writing and delivered in person, by email, or by United States mail, courier service, telecopy, postage or charges prepaid and addressed to such Parties at the addresses specified above or the members listed below.   Notice given under any provision hereof shall be deemed delivered only when received by the Party to whom such notice is directed, and the time for such Party to deliver any notice in response  thereto  shall run  from the  date the originating notice  is  received.    All originating email or telecopy notices shall be confirmed by mailing such notice by United States mail, but the  date of receipt shall be the date such email or telecopy was delivered to the computer or telecopy machine of the recipient.  The responsive notice shall be deemed delivered when deposited in the United States mail or at the office of the courier or upon transmittal by telecopy or email, to the Party as follows:


EPC:                                                                     
2500 City West Blvd                
Suite 1300 
Houston, Texas 77042
 Attention: Mr. Robert S. Herlin
Telephone: (713) 935-0122
Facsimile: (713) 935-0199
   E-Mail: bherlin@evolutionpetroleum.com


Mazzanti:
18434 Bivens Bend                    
Spring, Texas 77379
Telephone: (281) 796-6132
   E-Mail: dmazzanti@evolutionpetroleum.com
 












A Party may  change  its address  or other contact information  by giving notice to the other Parties,  in the manner provided  in this section,   at least ten (10) days prior to the effective  date of such change.


10.3       Governing     Law.           THIS   AGREEMENT   SHALL,   WITHOUT   REGARD   TO PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF A DIFFERENT JURISDICTION, BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. THE PARTIES FURTHER STIPULATE AND AGREE THAT VENUE FOR ANY CLAlM OR CAUSE  OF ACTION  ARISING  OUT OF OR IN ANY  MANNER RELATED TO  THIS AGREEMENT SHALL BE HOUSTON, HARRIS COUNTY, TEXAS.


10.4      Entirety   of  Agreement.      This  Agreement,   including   its  Exhibits,    all  of  which   are incorporated   herein  by reference,   supersedes   any  and  all  other  agreements,   either  verbal  or in writing,  between  the Parties  hereto  with  respect  to the subject  matter  hereof  and contains  all of the covenants  and agreements  between  the Parties with respect to said subject  matter.   Each Party to  this  Agreement   acknowledges   that  no  inducements,   promises   or  agreements,   verbally   or otherwise,  have been relied upon or made  by any Party,  or anyone  acting on behalf  of any Party, which   are  not   embodied   herein   and  that   any  other   agreement,   statement,    or  promise   not contained  in this Agreement  shall not be valid or binding.


10.5     Amendment.      This  Agreement   may  only  be amended  or modified   by an instrument   in writing  signed by all Parties.


10.6     Construction.       The  Parties  acknowledge   that  they  and their  respective   counsel  have negotiated   and  drafted   this  Agreement   jointly   and  agree  that  the  rule  of  construction   that ambiguities    are  to   be   resolved   against   the   drafting   Party   shall   not  be   employed   in  the interpretation   or construction  of this Agreement.


10.7     Cost  of Litigation.      If any Party  hereto  should  hereafter  institute  litigation  against  the other  Party  hereto  alleging  that  such  other  Patty  has  breached  this  Agreement   or  alleges  any other claims  or causes of action arising  out of this Agreement,  the non-prevailing   Party  (whether plaintiff   or  defendant)  in  such  action  shall  reimburse   the  prevailing   Party  for  the  prevailing Party's   reasonable   attorney's   fees,  witness  fees,  court  costs,  and  all  other  reasonable   costs  in connection  with such litigation.


10.8      No  Third   Party   Beneficiaries.          Nothing   in this   Agreement   (express   or  implied)   is intended  or shall be construed  to confer  upon any person  or entity not a Party  any right,  remedy or claim under  or by reason  of this Agreement.


10.9      Subject  Headings.    The subject headings  of the articles,  sections   and subsections  of this Agreement  are included  solely  for purposes  of convenience   and reference  only,  and shall  not be deemed to explain,  modify,  limit,  amplify  or aid in the meaning,  construction  or interpretation   of any of the provisions  of this Agreement.


10.10   Further    Assurances.     Each  Party  hereto  shall  from  time  to time  do and perform   such further acts and execute  and deliver  such further  instruments,    assignments  and documents  as may be required   or reasonably   requested   by the  Parties  to  carry  out  and  affect  the  intentions   and purposes  of this Agreement.









10.11   No Waiver.       The  failure  of any Patty  hereto  to insist  upon  strict performance   of any provision  hereof  shall not constitute  a waiver  of or estoppel  against  asserting,  the right to require such  performance   in the future,  nor shall  a waiver  or estoppel  in any  one  instance  constitute  a waiver or estoppel  with respect  to a later breach of a similar  nature  or otherwise.


10.12   Unenforceable    Provisions.       If any part of this Agreement is invalid or unenforceable, the other provisions of this Agreement shall remain in full force and effect and shall be liberally construed to effectuate the intent of this Agreement.


10.13  No  Agency.     Nothing  contained  in  this  Agreement  shall  create  a  joint  venture, partnership or agency relationship between the parties hereto.


10.14  Successors and Assigns.   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.






IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first set forth above.  Each person executing his Agreement represents and warrants that such person is fully authorized to execute and enter into this Agreement on behalf of the company named above his or her signature.


EVOLUTION PETROLEUM CORPORATION                   DARYLMAZZANTI






By:   /s/ Robert Herlin                    /s/ Daryl Mazzanti
Robert Herlin                         Daryl Mazzanti                                       Chief Executive Officer









EXHIBIT "A"
Attached to and made a part of
that certain Technology Assignment Agreement by and between
Evolution  Petroleum Corporation and
Daryl  Mazzanti






The Technology  is defined as  an artificial lift  system installed  in  a well bore that  aids in increasing production from the well by the removal of liquids  from the wellbore.  The system may be utilized on a horizontal or vertical well and may include gas injection or utilize formation gas to remove these liquids. For purposes of this agreement,  any future applications and/or improvements to the Technology as defined herein will be considered part of the Technology and Exhibit  A  will  be  modified  to  include  those  applications  or  improvements.    For  further clarification, the Technology is further defined by (but not necessarily limited to) the intellectual
property  as listed below:


List Patents, Revisions, Continuations, Continuation in Parts here: Ex:
Original Patent
CIP#l
CIP#2
Related Patents