EX-10.121 6 qsenergy_10k-ex10121.htm AMENDMENT TO 2012 TEMPLE RESEARCH AGREEMENT

Exhibit 10.121

AMENDMENT NO. 1

THIS Amendment No. 1 (hereinafter the “Amendment”) to the Sponsored Research Agreement effective March 19, 2013 (hereinafter the “Agreement”) between Save The World Air, Inc. (“Sponsor”) and Temple University—Of The Commonwealth System of Higher Education (“University”) is now agreed to by the parties as follows:

WHEREAS, the parties wish to replace the original scope-of-work and budget as described in “Appendix A” of the Agreement with “Exhibit A” (Revised Scope of Work and Budget) attached hereto.

WHEREAS, the Revised Scope of Work and Budget in Exhibit A is the result of the parties’ decision to redirect efforts to support testing related to the technology licensed by University to Sponsor, which was not in the Agreement scope of work;

WHEREAS, the parties wish to continue research on the originally agreed-upon Agreement scope-of-work while establishing a process for Sponsor to request additional support related to the technology licensed by University to Sponsor;

WHEREAS, the parties wish to reaffirm the terms of the original Agreement which protect Proprietary Information between the parties;

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth below, the parties hereto agree to the following:

| 1. | The revision to the original scope-of-work and budget in Appendix A of the Agreement: The project shall include additional activities (“Licensed Product Support”) related to continued testing and development of intellectual property licensed to Sponsor by University, which is otherwise beyond the original scope-of-work related to new technology development (hereinafter “Research”). Such additional Licensed Product Support shall be described in the Revised Scope of Work and Budget.

| 2. | The Agreement is amended by replacing Appendix A of the Agreement with Exhibit A (Revised Scope-of-Work and Budget) attached to this Amendment.

| 3. | Amendment to Article 2 of the Agreement, Period of Performance: Temple, in order to meet the new demands of the Licensed Product Support, will require an extension to the Period of Performance, as defined in Article 2 of the Agreement.

| 4. | The Agreement is amended by extending the end date of the Period of Performance from April 1, 2014, to August 31, 2015.

| 5. | Agreement Article 5, Fiscal Considerations: Prior Licensed Product Support has resulted in an additional cost of Two Hundred Forty One Thousand Four Hundred and Eight U.S. Dollars ($241,408.00). Payment of such amount shall be made in two consecutive steps. The first payment has been made in the amount of One Hundred Thousand U.S. Dollars ($100,000.00) and is duly acknowledged by Temple. The second payment in the amount One Hundred Forty One Thousand Four Hundred Eight U.S. Dollars ($141,408.00) shall be made within ten (10) signature days of this Agreement. Thereafter, Sponsor shall make payments according to the quarterly Payment Schedule in Exhibit A to support the Research. The parties mutually agree that any and all additional accrual(s) from April 1, 2013, owed to Temple, will be suspended until ten (10) days after the last signature date of this Agreement. For any remaining balance from any prior research agreement, currently estimated at Two Hundred Fifty Eight Thousand Five Hundred Ninety Two U.S. Dollars ($258,592.00), such balance shall be paid over an eight fiscal quarter period, to begin on September 1, 2013, and in accordance with such event, the principal investigator, Rongjia Tao, shall provide monthly reports no later than the beginning of each following month.

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| 6. | Article 5, Fiscal Considerations: If additional Licensed Product Support is requested by Sponsor during the Period of Performance and is not included in die Revised Scope of Work and Budget, such Licensed Product Support requests shall be made to University and approved in writing using the form in Exhibit B attached hereto and payment shall be made by Sponsor to University according to the terms set forth in Section 5.1 of the Agreement.

| 7. | The parties agree that any future work not specifically defined in Exhibit A, shall be mutually agreed to, in writing, through an amendment to the Agreement, or through a Licensed Product Support Request (Exhibit B) prior to the initiation of any work and that University will provide timely monthly reports, at least every thirty (30) days, to ensure that the Research or Licensed Product Support is progressing timely and as mutually agreed to. Reports concerning the Research or Licensed Product Support shall be delivered by University to Sponsor using the Report Template as provided in Exhibit C.

| 8. | The parties acknowledge that University personnel funded by Sponsor will not engage in competitive research related to Sponsor’s business activities.

| 9. | All business development activity related to Research, conducted by University on behalf of Sponsor, shall be solely directed for the benefit of Sponsor.

| 10. | University acknowledges and agrees that all researchers working for University on the Research supported by Sponsor shall continue to be bound by all terms of the Agreement not amended hereto, specifically the terms regarding Confidentiality.

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The parties having agreed to modify the Agreement through the aforementioned terms and now manifest their intent to execute such amended terms by their respective signatures below:

Temple University - Of The Commonwealth System of Higher Education

_________________________________________

Kenneth H. Kaiser Date

Vice-president, Human Resources and Finance

Acknowledged and Agreed

_________________________________________

Rongjia Tao, Ph.D. Date

Principal Investigator

Save The World Air, Inc.

/s/ Cecil Bond Kyte

Cecil Bond Kyte Date

Chief Executive Officer, Save The World Air, Inc.

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