Execution Date
`
`II
`1110104/2012
`
`1110104/2012
`
`I
`
`I
`
`I
`
`II
`
`Electronic Version v1 .1
`Stylesheet Version v1 .1
`
`I SUBMISSION TYPE:
`
`I NATURE OF CONVEYANCE:
`
`CONVEYING PARTY DATA
`
`PATENT ASSIGNMENT
`
`II NEW ASSIGNMENT
`II LICENSE
`
`I
`loxygenator Water Technologies, Inc.
`
`!Aqua Innovations Incorporated
`
`Name
`
`RECEIVING PARTY DATA
`
`!Name:
`
`IIRoy H Lecy
`
`!street Address:
`
`112640 North Saunders Lake Drive
`
`!city:
`
`II Minnetrista
`
`I state/Country:
`
`IIMINNESOTA
`
`!Postal Code:
`
`llss364
`
`PROPERTY NUMBERS Total: 3
`
`Property Type
`
`Number
`
`Patent Number:
`
`Patent Number:
`
`Patent Number:
`
`6689262
`
`7396441
`
`7670495
`
`CORRESPONDENCE DATA
`
`Fax Number:
`6123376100
`Correspondence will be sent via US Mail when the fax attempt is unsuccessful
`Phone:
`6123376100
`Email:
`nathanbrandenbu rg@siegel brill .com
`Nathan M. Brandenburg
`Correspondent Name:
`Address Line 1 :
`100 Washington Avenue South
`Address Line 2:
`Suite 1300
`Address Line 4:
`Minneapolis, MINNESOTA 55401
`
`I ATTORNEY DOCKET NUMBER:
`
`1126141-001
`
`NAME OF SUBMITTER:
`
`I
`
`II Nathan M. Brandenburg
`
`II
`
`II
`
`I
`
`I
`
`~
`i1
`
`~ I -· I
`
`I
`
`I
`
`I
`
`Tennant Company
`Exhibit 1008
`
`Exhibit 1008_0001
`
`

`

`I Signature:
`
`I Date:
`
`11 /nathanmbrandenburg/
`
`11 04/30/2013
`
`This document serves as an Oath/Declaration (37 CFR 1.63).
`
`Total Attachments: 35
`source=OWT - Aqua License#page1 .tif
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`source=OWT - Aqua License#page24.tif
`source=OWT - Aqua License#page25.tif
`source=OWT - Aqua License#page26.tif
`source=Agreement of Strict Foreclosure (signed)#page1 .tif
`source=Agreement of Strict Foreclosure (signed)#page2.tif
`source=Agreement of Strict Foreclosure (signed)#page3.tif
`source=Agreement of Strict Foreclosure (signed)#page4.tif
`source=Agreement of Strict Foreclosure (signed)#page5.tif
`source=Agreement of Strict Foreclosure (signed)#page6.tif
`source=Agreement of Strict Foreclosure (signed)#page7.tif
`source=Agreement of Strict Foreclosure (signed)#page8.tif
`source=License Amendment- Signed#page1 .tif
`
`Exhibit 1008_0002
`
`

`

`license Agreement
`
`THIS AGREEMENT ("Agreement") is entered into this 30th day of July, 2008 (the
`"Effective Date"), by and between Oxygenator Water Technologies, Inc., a Minnesota
`corporation with offices at 6101 Baker Rd., #206, Minnetonka, Minnesota, 55435
`("Licensor") and Aqua Innovations, Inc. a Minnesota corporation with offices at 6101 Baker
`Rd., #206, Minnetonka, Minnesota, 55435 ("licensee", and Licensor and Licensee each a
`"Party" and together the "Parties"). Initially capitalized terms defined in this Agreement
`shall have the meaning ascribed to them respectively herein.
`
`WITNESS ETH:
`
`LICENSOR owns the technology for which patents have been issued and are
`pending with respect to electrolytic hydrolysis of water to increase its dissolved oxygen
`content A more complete description of said technology, together with a description of the
`patents issued and currently pending for said technology, is set forth in Article 1 below and
`in Exhibit "A" attached hereto.
`
`LICENSOR anticipates and intends that it will make additional discoveries and
`improvements to said technology, some of which may be patentable.
`
`It is further anticipated by the parties that LICENSOR may make improvements to
`technology and additional discoveries concerning other applications for said
`said
`technology.
`
`The parties desire that LICENSOR grant a perpetual, exclusive license to
`LICENSEE to develop and sell throughout the world certain products utilizing the
`technology LICENSOR has developed and may in the future develop, all according to the
`terms and conditions set forth in this Agreement.
`
`The parties further desire that LICENSOR will retain the complete and entire right to
`develop and sell throughout the world in markets not licensed to LICENSEE hereunder
`products utilizing the technology LICENSOR has developed and may in the future develop
`or the technology that LICENSEE may develop in the future, also according to the terms
`and conditions set forth in this Agreement.
`
`Thus, the parties have agreed to enter into a licensing arrangement by which each
`party will be entitled to benefit from the other party's patents, technology and know-how
`concerning electrolytic hydrolysis of water in the sale of products in certain markets.
`
`NOW, THEREFORE, based on the foregoing and the mutual covenants and
`agreements herein contained, the parties hereby covenant and agree as follows:
`
`Exhibit 1008_0003
`
`

`

`EXHIBIT ''B~
`
`Al! worldwide markets for:
`
`• Waste Water Treatment
`;& Medical ,Applications
`• Spott Fishing
`• Aqua Culture
`• Horticulture {consumer and commercial)
`• Hydroponics
`
`Markets excluded frorr1 license agreement (including but not limited to):
`
`~ Water Treatment (all applications except waste water)
`~ Fermentation
`• Desalination
`• Hltman Nutrition
`.s Animal Nutrition
`
`Exhibit 1008_0004
`
`

`

`ARTICLE 1
`DEFINITIONS
`
`When used in this Agreement, the following terms have the meanings set forth
`below unless a different and common meaning of the term is clearly indicated by the
`context, and variants and derivatives of the following terms shall have correlative
`meanings:
`
`"Agreement' has the meaning set forth in the preamble,
`
`"LICENSOR Documents" has the meaning set forth in Section 2.6.
`
`"LICENSOR Improvements" means all developments LICENSOR may make in the
`LICENSOR Technology or the LICENSEE Technology prior to the termination of
`this Agreement, whether or not patentable, and which are invented, developed,
`discovered or otherwise acquired by LICENSOR and which LICENSOR may
`lawfully communicate to LICENSEE.
`
`"LICENSOR Markets" means all uses for the LICENSOR Technology and the
`LICENSEE Technology other than in the LICENSEE Markets.
`
`"LICENSOR Patents" means all of UCENSOR's patents (whether issued to
`LICENSOR or controlled by license rights or otherwise and whether such rights are
`held alone or jointly with others, and patents pending now, or during the term of this
`Agreement, issued to LICENSOR (by any country) relating to the LICENSOR
`Technology, including, but not limited to, those patents and those patents pending
`described on Exhibit A and any continuations, continuations-in-part, divisions,
`registrations, confirmations, reissues, renewals or extensions of term thereof.
`
`"LICENSOR Products" means any product manufactured and/or sold or distributed
`by LICENSOR or a sub licensee of LICENSOR under any claim contained in the
`LICENSEE Patents.
`
`"LICENSOR Property' means LICENSOR Patents, LICENSOR Improvements and
`LICENSOR Technology.
`
`"LICENSOR Technology' means
`technology and
`l!CENSOR's unpatented
`information now existing and relating to, and embodying LICENSOR's experience in
`electrolytic hydrolysis of water. LICENSOR Technology shall include the technical
`information in all current and future manuals, formulae, specifications, test data and
`procedures, flow charts, apparatus plans, drawings, designs and other information
`actually communicated by LICENSOR to LICENSEE during the term of this
`Agreement, whether contained
`in documentary form, electronic medium or
`communicated as a result of LICENSOR imparting the same directly or giving
`LICENSEE access to any of LICENSOR's production facilities.
`
`Exhibit 1008_0005
`
`

`

`"Effective Date" has the meaning set forth in the preamble.
`
`"LICENSEE Documents" has the meaning set forth in Section 2.7.
`
`"LICENSEE Improvements" means all developments LICENSEE may make in the
`LICENSOR Technology or the LICENSEE Technology prior to the termination of
`this Agreement, whether or not patentable and which are invented, developed,
`discovered or otherwise acquired by LICENSEE and which LICENSEE may lawfully
`communicate to LICENSOR.
`
`"LICENSEE Markets" means those markets for Licensee Products as are
`described in Exhibit B attached hereto.
`
`"LICENSEE Patents" means all of UCENSEE's patents (whether issued to
`LICENSEE or controlled by license rights or otherwise and whether such rights are
`held alone or jointly with others) which may after the effective date of this
`Agreement be issued (by any country) relating to electrolytic hydrolysis of water and
`any continuations, continuations-in-part, divisions, registrations, confirmations,
`reissues, renewals or extensions of term thereof.
`
`"LICENSEE Products" means any product manufactured and/or sold or distributed
`to any party other than LICENSOR by LICENSEE or a sublicense of LICENSEE in
`conformity with the terms of this Agreement, including, but not limited to, any
`product which is based on any claim or thing contained in any LICENSOR Property.
`
`"LICENSEE Property'' means LICENSEE Patents, LICENSEE Improvements and
`LICENSEE Technology.
`
`"LICENSEE Technology' means LICENSEE's unpatented
`technology and
`information which LICENSEE may develop relating to, and embodying LICENSEE's
`experience in, the manufacturing, the processing, quality control, and sale of the
`LICENSEE Products. LICENSEE Technology shall include the technical information
`in all manuals, formulae, specifications, test data and procedures, flow charts,
`apparatus plans, drawings, designs and other information actually communicated
`by LICENSEE to LICENSOR during the term of this Agreement, whether contained
`in documentary form, electronic medium or communicated as a result of LICENSEE
`imparting the same directly or giving LICENSOR access to any of LICENSEE's
`production facilities.
`
`"Territory'' means the world,
`
`Exhibit 1008_0006
`
`

`

`ARTICLE 2
`MARKETS AND LICENSING
`
`2.1. Exclusive Markets. The parties agree that unless properly terminated by
`LICENSOR pursuant to Section 5.1 below, LICENSEE will have the exclusive right to
`exploit the LICENSOR Property and the LICENSEE Property in the manufacture, use and
`sale or other distribution of LICENSEE Products in the LICENSEE Markets in the Territory.
`The parties further agree that LICENSOR will have the exclusive right to exploit the
`LICENSOR Property and the LICENSEE Property in the manufacture, use and sale or
`other distribution of LICENSOR Products in the LICENSOR Markets in the Territory.
`LICENSEE may not, directly or indirectly, distribute in any manner any product which
`competes with the LICENSEE Products in any manner nor may LICENSEE assist or have
`any interest in any third party distributing any such products through licensing or
`assignment of technology to any such third party or by any other means.
`
`2.2. Exclusive License to LICENSEE. Subject to the terms and conditions of this
`Agreement, LICENSOR hereby confers upon LICENSEE the sole and exclusive license,
`with the right of sublicense, under the LICENSOR Property, to make, have made, use and
`sell the LICENSEE Products in the LICENSEE Markets in the Territory and to prevent
`infringement of the LICENSOR Patents, and to prevent unauthorized use and disclosure
`of the LICENSOR Technology in connection therewith. No license is conferred hereby to
`make, have made, use and sell articles which are not LICENSEE Products.
`
`2.3. Exclusive License to LICENSOR. Subject to the terms and conditions of this
`Agreement, LICENSEE hereby confers upon LICENSOR the sole and exclusive, royalty(cid:173)
`free license, with the right of sublicense, under the LICENSEE Property, to make, have
`made, use and sell the LICENSOR Products in the LICENSOR Markets in the Territory
`and to prevent infringement of the LICENSEE Patents, and to prevent unauthorized use
`and disclosure of the LICENSEE Technology in connection therewith. No license is
`conferred hereby to make, have made, use and sell articles which are not LICENSOR
`Products.
`
`2.4. Product Markings. The Parties shall insure that all LICENSOR Products
`and all LICENSEE Products are marked with any applicable patent number and all
`labeling and other product information shall be marked in such manner as to conform with
`the patent laws and practices of the country of sale.
`
`2.5 Transfer of Technology by LICENSOR. As promptly as practicable after
`the execution of this Agreement, LICENSOR shall deliver to LICENSEE all information
`concerning the LICENSOR Property. LICENSOR also promptly shall deliver to LICENSEE
`all future information it acquires concerning the LICENSOR Property. All documentary
`information so delivered or any documentary information following non-documentary
`disclosure by LICENSOR, shall be referred to as "LICENSOR Documents". LICENSEE
`shall receive, use, maintain, restrict access to or copying of, and safeguard the
`LICENSOR Documents in such manner as to maximize the value of the LICENSOR
`Patents, the LICENSOR Technology and the LICENSOR Improvements; without limiting
`the generality of the foregoing, LICENSEE shall, and shall cause its employees and
`
`Exhibit 1008_0007
`
`

`

`representatives to, use reasonable care to prevent unauthorized access to, copying, use,
`publication, disclosure or other dissemination of the LICENSOR Documents. Upon 1 O
`days advance notice and at reasonable times, LICENSOR shall permit LICENSEE access
`to its technical personnel at its offices or at such locations as is mutually_ agreed upon by
`the Parties. During such visits, technically competent personnel will be provided by
`LICENSOR to answer fully such questions as LICENSEE may have with a view to
`transferring the LICENSOR Property. Nothing in this Section 2.6 shall require LICENSOR
`to disclose to LICENSEE any technological information which it does not own or that is
`otherwise subject to restrictions on use or disclosure.
`
`2.6. Transfer of Technology by LICENSEE. As promptly as practicable after
`LICENSEE develops, discovers or otherwise comes into possession of LICENSEE
`Patents, LICENSEE Improvements and/or LICENSEE Technology, LICENSEE shall
`deliver to LICENSOR all information concerning same. All documentary information so
`delivered or any documentary information following non-documentary disclosure by
`LICENSEE, shall be referred to as "LICENSEE Documents." LICENSOR shall receive,
`use, maintain, restrict access to or copying of, and safeguard the LICENSEE Documents
`in such manner as to maximize the value of the LICENSEE Patents, the LICENSEE
`Technology and the LICENSEE Improvements; without limiting the generality of the
`foregoing, LICENSOR shall, and shall cause its employees and representatives to, use
`reasonable care to prevent unauthorized access to, copying, use, publication, disclosure
`or other dissemination of the LICENSEE Documents. Upon 10 days advance notice and at
`reasonable times, LICENSEE shall permit LICENSOR access to its technical personnel at
`its offices or at such locations as is mutually agreed upon by the Parties. During such
`visits, technically competent personnel will be provided by LICENSEE to answer fully such
`questions as LICENSOR may have with a view to transferring to LICENSOR the
`LICENSEE Property. Nothing in this Section 2.7 shall require LICENSEE to disclose to
`LICENSOR any technological information which it does not own or that is otherwise
`subject to restrictions on use or disclosure.
`
`2.7. Further Prosecution of Patents. LICENSOR will continue with the prompt
`prosecution of all pending patent applications filed by LICENSOR as detailed on Schedule
`"A", so long as it is commercially reasonable to do so, and LICENSOR will periodically
`advise LICENSEE of the status of such prosecutions. As soon as practical, the Parties will
`confer to determine the countries for which the Parties desire protection for the
`LICENSOR Patents. In the event that LICENSEE files an application for a patent(s)
`covering electrolytic hydrolysis of water, LICENSEE will periodically advise LICENSOR of
`the status of the prosecution of any such patent. As soon as practicaj after any such
`application by LICENSEE, the Parties will confer to determine the countries for which the
`Parties desire protection for the LICENSEE Patents. From the date of this Agreement, all
`expenses incurred in filing for and maintaining protection in those countries mutually
`agreed upon (other than expenses of prosecuting the original patent application in the first
`jurisdiction, which will be the responsibility of the Party filing the patent application) will be
`shared equally by the Parties. Either Party may seek protection in any country not mutually
`agreed upon by paying the full amount of the cost thereof. A party seeking such additional
`protection will receive the full cooperation of the other Party (other than in paying the
`expenses thereof) in protecting all patents in any such other country.
`
`Exhibit 1008_0008
`
`

`

`2.8. Additional Covenants. Each of LICENSOR and LICENSEE shall faithfully
`comply with their respective obligations under this Agreement and shall incorporate all
`terms and conditions required by this Agreement in any contracts with third parties to
`whom access to the LICENSOR Property or the LICENSEE Property, as the case may be,
`may (but only in accordance with this Agreement) be given. Each of LICENSOR and
`LICENSEE shall indemnify and hold harmless the other Party and its successors and
`assigns from any injury, loss, or damage of any kind or nature, or any other liability sought
`to be imposed on such Party, and arising out of or in connection with or resulting from the
`marketing, sale or use of the imdemnifying Party's product(s), including any advertising or
`other promotional activities related thereto.
`
`2.9. Infringement Actions. Neither LICENSOR nor LICENSEE will have any
`responsibility to the other Party for any damage or expense incurred by such other Party
`which arises from any action, claim or cause of action brought by any person as the result
`of any alleged patent infringement or trade secret misappropriation by reason of such
`other Party's manufacture, use or sale of any product under any of the licenses conferred
`hereby.
`
`2.10. LICENSEE's Rights in Event of Third Party Infringement. LICENSEE
`shall have the right, in LICENSOR's name (if required by law, otherwise, in LICENSEE's
`name) but at LICENSEE's sole expense, to sue third parties in the LICENSEE Markets for
`infringements of the LICENSOR Patents and misappropriation of the LICENSOR
`Technology and unpatented LICENSOR Improvements, and LICENSOR shall, but at
`LICENSEE's expense for LICENSOR's direct associated expenses, fully and promptly
`cooperate and assist LICENSEE in connection with any such suit. LICENSEE shall
`promptly reimburse LICENSOR for said suit-associated direct expenses upon presentation
`of LICENSOR's itemized statement therefor. LICENSOR may, if it so elects, join in any
`such suit as a plaintiff. All damages, awards or settlement proceeds in such suit shall be
`LICENSEE's. If LICENSEE, after notice from LICENSOR of an alleged infringement or
`misappropriation, shall within 90 days fail to institute suit, LICENSOR, in its own name (or,
`if required by law, in its and LICENSEE's name) and at its own expense, may sue
`therefore, and LICENSEE shall, but at LICENSOR's expense for LICENSEE's direct
`associated expenses, fully and promptly cooperate and assist LICENSOR in connection
`with any such suit. LICENSOR shall promptly reimburse LICENSEE for said suit(cid:173)
`associated direct expenses upon presentation of LICENSEE's
`itemized statement
`therefor. All damages, awards or settlement proceeds in such suit shall be LICENSOR's.
`
`2.11. LICENSOR's Rights in Event of Third Party Infringement. LICENSOR
`shall have the right, in LICENSEE's name (if required by law, otherwise, in LICENSOR's
`name) but at LICENSOR's sole expense, to sue third parties in the LICENSOR Markets
`for infringements of the LICENSEE Patents and misappropriation of the LICENSEE
`Technology and unpatented LICENSEE Improvements, and LICENSEE shall, but at
`UCENSOR's expense for LICENSEE's direct associated expenses, fully and promptly
`cooperate and assist LICENSOR in connection with any such suit. LICENSEE may, if it so
`elects, join in any such suit as a plaintiff. LICENSOR shall promptly reimburse LICENSEE
`for said suit-associated direct expenses upon presentation of LICENSEE's itemized
`
`Exhibit 1008_0009
`
`

`

`statement therefor. All damages, awards or settlement proceeds in such suit shall be
`LICENSOR's. If LICENSOR, after notice from LICENSEE of an alleged infringement or
`misappropriation, shall within 90 days fail to institute suit, LICENSEE, in its own name (or,
`if required by law, in its and UCENSOR's name) and at its own expense, may sue
`therefore, and LICENSOR shall, but at LICENSEE's expense for LICENSOR's direct
`associated expenses, fully and promptly cooperate and assist LICENSEE in connection
`with any such suit. LICENSEE shall promptly reimburse LICENSOR for said suit(cid:173)
`associated direct expenses upon presentation of LICENSOR's
`itemized statement
`therefor. All damages, awards or settlement proceeds in such suit shall be UCENSEE's.
`
`2.12. LICENSEE Royalty Payment. None. License is granted without cost to
`LICENSEE.
`
`ARTICLE 3
`fNDEMNIFICATION
`
`Indemnification by LICENSEE. LICENSEE shall indemnify and hold
`3.1.
`LICENSOR and its successors and assigns harmless from any injury, loss, or damage of
`any kind or nature, or any other liability sought to be imposed on LICENSOR arising out of
`or in connection with or resulting from the marketing, sale or use of the LICENSEE
`Products,
`including any advertising or other promotional activities related
`thereto.
`LICENSOR shall be an added insured party to UCENSEE's product liability insurance,
`which shall have coverage limits of at least two million dollars ($2,000,000) per incident
`and which LICENSEE shall procure and have in place no later than the date on which
`LICENSEE first makes a delivery of any of the LICENSEE Products. Such policy of
`insurance shall provide that it may not be cancelled unless LICENSOR is provided at least
`thirty (30) days advance written notice.
`
`3.2. Indemnification by LICENSOR. LICENSOR shall indemnify and hold
`LICENSEE and its successors and assigns harmless from any injury, loss, or damage of
`any kind or nature, or any other liability sought to be imposed on LICENSEE arising out of
`or in connection with or resulting from the marketing, sale or use of the LICENSOR
`Products, including any advertising or other promotional activities related thereto. At such
`time, if any, as LICENSOR shall sell LICENSOR Products, LICENSOR shall add
`LICENSEE as an added insured party to LICENSOR's product liability insurance, which
`shall have coverage limits of at least two million dollars ($2,000,000) per incident and
`which LICENSOR shall procure and have in place no later than the date on which
`LICENSOR first makes a delivery of any of the LICENSOR Products. Such policy of
`insurance shall provide that it may not be cancelled unless LICENSEE is provided at least
`thirty (30) days advance written notice.
`
`ARTICLE 4
`CONFIDENTIALITY
`
`4.1. Restrictions on Use and Disclosure of LICENSOR Property by
`LICENSEE. LICENSEE shall use the LICENSOR Property in confidence and shall not
`
`Exhibit 1008_0010
`
`

`

`disclose same to its employees to whom access may be given in accordance with this
`Agreement until each such employee shall have previously agreed not to disclose such
`information. Restrictions on use and disclosure of any portion thereof shall terminate: (a) if
`that portion is, or becomes, generally known within the related trade or industry through no
`default of LICENSEE, or (b) upon the expiration of the obligation of LICENSEE under this
`Agreement to pay royalties to LICENSOR.
`
`4.2. Restrictions on Use and Disclosure of LICENSEE Property by
`LICENSOR. LICENSOR shall use the LICENSEE Property in confidence and shall not
`disclose same to its employees to whom access may be given in accordance with this
`Agreement until each such employee shall have previously agreed not to disclose such
`information. Restrictions on use and disclosure of any portion thereof shall terminate if that
`portion is, or becomes, generally known within the related trade or industry through no
`default of LICENSOR.
`
`4.3. Employees; Third Parties Etc. In order to faithfully perform their
`respective obligations under sections 4.1 and 4.2, the Parties shall limit access to the
`other Party's Property to only those of its officers, employees and agents who shall have a
`need to receive or have access to that portion, and then only for the purposes of the
`practice under the licenses conferred by this Agreement. Each Party will require any third
`party,
`to whom access may be authorized under this Agreement, to execute an
`appropriate confidentiality agreement
`
`4.4. Authorized Required Disclosures. Nothing in this Article 4 shall prevent a
`Party: (a) from complying (but only to the narrowest extent required by law and regulation
`and with due notice on any submissions to governmental agencies of the confidential or
`proprietary status of the information with a view toward restricting access to, and use or
`disclosure by, third parties) with reasonable requirements of governmental agencies to
`disclose information in order to receive legally required consents or permissions to
`manufacture or sell that Party's Products; or (b) from disclosing information under court
`order, but only after having made all reasonable efforts to secure the court's order to (i)
`limit production, use and disclosure of said information for the purposes of the case and to
`the narrowest class of disclosures practicable under the circumstances and (ii) hold all
`proceedings in camera with a sealed record.
`
`ARTICLE 5
`RESOLUTION OFJJISPUTES
`
`All claims, disputes and other matters in question arising out of, or relating to, this
`Agreement or the performance thereof shall be submitted to, and determined by,
`arbitration if good faith negotiations between the parties do not resolve such claim, dispute
`or other matter within 60 days. Such arbitration shall proceed in accordance with the
`Commercial Arbitration Rules of the American Arbitration Association then pertaining (the
`"Rules"), insofar as such Rules are not inconsistent with the provisions expressly set forth
`in this Agreement, unless the parties mutually agree otherwise, and pursuant to the
`following procedures:
`
`Exhibit 1008_0011
`
`

`

`(a) Notice of the demand for arbitration shall be filed in writing with the other
`Member and with the American Arbitration Association. Each Member shall appoint
`an arbitrator, and those party-appointed arbitrators shall appoint a third neutral
`arbitrator within 10 days. If the party-appointed arbitrators fail to appoint a third,
`neutral arbitrator within 10 days, such third, neutral arbitrator shall be appointed by
`the American Arbitration Association in accordance with the Rules. A determination
`by a majority of the panel shall be binding.
`
`(b) Reasonable discovery shall be allowed in arbitration.
`
`(c) All proceedings before the arbitrators shall be held in Minneapolis, Minnesota.
`The governing law shall be as specified in Section 8.1 below.
`
`(d) The costs and fees of the arbitration, including attorneys' fees, shall be allocated
`by the arbitrators.
`
`(e) The award rendered by the arbitrators shall be final and judgment may be
`entered in accordance with applicable law and in any court having jurisdiction
`thereof.
`
`ARTICLE 6
`NOTICES
`
`6.1. Notices. All communications, demands, notices or objections required or
`permitted to be given or served under this Agreement shall be in writing and shall be
`deemed to have been duly given or made only if delivered in person, deposited in the
`United States mail, postage prepaid, for mailing by certified or registered mail, return
`receipt requested, or delivered by prepaid overnight courier service, addressed to the
`appropriate party as follows:
`
`If to LICENSOR:
`
`If to LICENSEE:
`
`Richard Disrud, COO
`Aqua Innovations, Inc.
`6101 Baker Rd., #206
`Minnetonka, Minnesota 55435
`
`Jeffrey Brink, CEO
`Oxygenator Water Technology, Inc.
`6101 Baker Rd., #206
`Minnetonka, Minnesota 55435
`
`Either party may change its address by giving notice in writing, stating the new address, to
`the other Party as provided in the foregoing manner. Commencing on the tenth (10th) day
`after the giving of such notice, such newly designated address shall be such Party's
`address for the purpose of all communications, demands, notices or objections required or
`permitted to be given or served under this Agreement.
`
`Exhibit 1008_0012
`
`

`

`ARTICLE 7
`MISCELLANEOUS
`
`7.1. Governing Law; Court Proceedings. The validity, performance, and all
`matters relating to the interpretation and effect of this Agreement shall be governed by the
`internal law in effect in the State of Minnesota without regard to principles of law (such as
`"conflicts of law") that might make the law of some other jurisdiction applicable. Without
`limiting the terms set forth in Article 6 with respect to the resolution of disputes, each Party
`agrees to the exclusive and irrevocable jurisdiction of the federal and state courts of
`Minnesota for any claim, action or cause of action arising out of or in any way related to
`this Agreement which may be brought in a court of law and both parties agree that
`personal service from any such court may be effectively served upon a party at the
`respective addresses set forth in Section 7 .1 .
`
`7 .2. Exhibits. Exhibits, schedules and annexes referred to in this Agreement and
`attached hereto are incorporated herein in full by this reference as if each of such exhibits,
`schedules or annexes were set forth in the body of this Agreement and duly executed by
`the parties hereto.
`
`7.3. Additional Documents and Acts. Each party agrees that it will use all
`reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be
`done, all things necessary, proper or advisable, including, but not limited to, the execution
`of additional documents and instruments, to consummate, make effective and carry out
`the transactions contemplated by this Agreement.
`
`7.4. Amendment, Modification or Waiver. No amendment, modification or
`waiver of any condition, provision or term of this Agreement shall be valid or of any effect
`unless made in writing, signed by the party or parties to be bound or its duly authorized
`representative and specifying with particularity the nature and extent of such amendment,
`modification or waiver. Any waiver by any party of a default of another party shall not
`affect or impair any right arising from any subsequent default.
`
`7 .5. Severable Provisions. Whenever possible, each provision of this Agreement
`will be interpreted in such manner as to be effective and valid under applicable law, but if
`any provision of this Agreement is held to be invalid, illegal or unenforceable under any
`applicable law or rule in any jurisdiction, such provision will be ineffective only to the extent
`of such invalidity, illegality, or unenforceability in such jurisdiction, without invalidating the
`remainder of this Agreement in such jurisdiction or any provision hereof in any other
`jurisdiction.
`
`7.6. Entire Agreement. This Agreement contains the entire understanding of
`the parties hereto in respect of the transactions contemplated hereby and supersedes all
`prior agreements and understandings between the parties with respect to such subject
`matter.
`
`7.7. Captions, Headings, Titles or References to Gender. All captions, headings
`
`Exhibit 1008_0013
`
`

`

`or titles in the paragraphs or sections of this Agreement are inserted for convenience of
`reference only and shall not constitute a part of this Agreement or as a limitation of the
`scope of the particular paragraphs or sections to which they apply. Where appropriate,
`the masculine gender may be read as the feminine gender or the neuter gender, the
`feminine gender may be read as