EXCLUSIVE TECHNOLOGY RIGHTS AGREEMENT

THIS AGREEMENT dated for reference the 15 day of January 2012.

BETWEEN:

VORTEX ENERGY RESEARCH INC., of CANADA

(Hereinafter referred to as "the Inventor")

OF THE FIRST PART

AND:

ESSENTIAL INNOVATIONS TECHNOLOGY CORP.,
A company duly incorporated under the laws of the State of Nevada,
(Hereinafter referred to as "Essential")

OF THE SECOND PART

WHEREAS:

A.                Inventors intend to file Patent Application with the United States Patent and Trademark Office in regard to a certain unique “Heating Technologies” (herein the “Technology”). The Inventors have developed the following (among a number of other ideas accessible to Essential in future also):

                     I)      A potential method of creating hot water or steam, or other heated mediums with application by Essential Innovations directly relating initially to the fields of HVAC and Hydronics. The technology specifically relates to a method of heating fluid mediums. The device(s) use a unique mechanical configuration to move fluids using boundary layer principles, induced pressure pulse, fluid shear, and controlled cavitational effects for rapid heating of the fluid medium within the device.

                     II)      A method of creating steam, heat and/or power with, an immersion heating application and more specifically it relates to a new method of heating liquids using an electro-acoustic immersion heater concept for a rapid and highly efficient heating of water and/or the production of steam using an energy movement within the device that appears to be sonic or acoustic in nature.

AND WHEREAS:
B.                Essential Innovations wishes to enter into a sole exclusive manufacturing, distribution and applications agreement with the Inventors for the exclusive rights to the use of the Technology for use within the initial target field of HVAC and Hydronics (the “Assigned Technology” as hereinafter defined), among any/all other possible market applications, in the Territory (as hereinafter defined).

AND FINALLY WHEREAS:

C.      Inventors have agreed to sell the exclusive rights for the utilization, manufacturing, and distribution of the Assigned Technology for use throughout the Territory, on the terms and conditions contained herein;

          NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants, terms and conditions contained herein, the parties covenant and agree with each other as follows:

ARTICLE I – Definitions

b) “Trade-Mark” means the trademark or trademarks of all products manufactured by Essential Innovations and its affiliates.

c)“Territory” means “ALL COUNTRIES OF THE WORLD”

d) “Parties,” means Essential Innovations Technology Corp., its subsidiaries and/or affiliates (“Essential”), and Vortex Energy Research Inc., the “Inventors”

e) “Gross Sales Proceeds” means the actual gross proceeds received by Essential from third parties in the manufacturing, distribution, sale, licensing, franchising or exploitation of the Technology.; and

f) “Know-how” means the technical information, knowledge and expertise concerning the design, construction, operation and use of the Technology, and all feasibility studies, design engineering, construction drawings and operational knowledge and conditions, plus all knowledge and information in regard to the marketing of products derived from the Technology.

g) “Assigned Technology” means the “Heating Technology”.

ARTICLE 2 –EXCLUSIVE TECHNOLOGY RIGHTS COMPENSATION SCHEDULE (ROYALTIES, STOCK/OPTIONS AND CASH)

a)          Inventors hereby grant exclusive manufacturing and distribution and applications rights to Essential Innovations to the use of the Technology (The “Assigned Technology”) throughout the Territory (as hereinafter defined)

b)          The parties shall co-operate in the further development of the Technology and in such regard shall inform each other of all Know-how

c)          In consideration of the transfer of worldwide rights for the Assigned Technology, the Inventors shall receive, and Essential shall pay to them, the following:

I.                       A royalty of three percent (3.0%) of Gross Sales Proceeds (the “Royalty”) from every unit sold individually for an indefinite period of time, such royalty based on the selling price of the technology itself only, whether sold individually or as part of another piece of equipment.

d) Payment of Stock/Options: In relation specifically to the Technology rights, Essential Innovations Technology Corp. will grant to the inventors on signing

                  e) R&D and Commercialization Funding Budget - Essential agrees here to provide the following funding to VER for the use of prototyping and commercialization of the Technology by VER, such funding to be released as follows: $100,000 CASH on or before January 1, 2013, to be used for further prototyping and completion of proof of concept testing along with patent search, analysis and patent filing costs; then another $400,000 CASH will be provided on or before June 1, 2013, but not earlier than April 30, 2013, in order to then complete their required R&D, and engage a full field-test program with no less than 3 separate sites in 3 different global geographic locations. Following this the Company will work with the inventors to bring it to a state ready for manufacturing and full-scale commercialization. Following this it would then be the target date that as at December 31st, 2013, Essential would then retain VER under a separate agreement as design and manufacturing consultants and would plan to complete a larger financing round solely for manufacturing, marketing, and distribution.

ARTICLE 3 – FUTURE PATENT APPLICATIONS

Essential Innovations shall be entitled to apply for any patents related to the utilization of the Technology for any/all unique external applications it may uncover whether as previously defined or whether deemed to be different than those for which Essential and the Inventor have filed their initial patent. Having said that, Essential Innovations agrees to always include the inventor in any patent that Essential Innovations may file of it’s own accord in the future where the Assigned Technology has been used somewhere in the patent in whole or in part.

ARTICLE 4 - PATENTS AND TRADEMARKS

4.01                   Inventor warrants, represents and covenants with Essential that the Inventor is the owner of the Heating Technology and technical information, theory, knowledge, process and expertise concerning the design, construction and use of the Heating Technology and that he has the right to sell, transfer, assign and convey the Assigned Technology to Essential.

4.02                   Any modification, improvement or variance of the Heating Technology created through the efforts of Inventor and which is patentable may be patented by Inventor but such application and any subsequent patent therefore shall form part of the Heating Technology.

4.03          Inventor agrees to use his best efforts to file a Patent Application and later on obtain a United States patent for the Heating Technology and in such regard agrees to diligently proceed with the prosecution of such patent applications and to respond in a timely manner to all “Office Actions” received from the United States Patent and Trademark Office.

4.04           Inventor agrees to cooperate fully with Essential in the filing of all necessary documents and applications to protect the Heating Technology in such other jurisdictions as Essential may consider appropriate.

ARTICLE 5 – INFRINGEMENT

a) If a patent is issued for the Technology and subsequent thereto any person other than Inventors, Essential or an authorized licensee of Essential, is utilizing technology which appears to infringe any patents or trademarks issued with respect to the Technology, Inventors shall have the option of participating and sharing the expense in taking steps to terminate or enjoin the apparent infringement thereof further agreeing to cooperate with Essential in such proceedings and perform all acts and execute all documents, and participate in any suit to terminate or enjoin such infringement as may be necessary or desirable, and in such event any damage award or settlement shall enure to the joint benefit of both parties, by first reimbursing the pursuing party for expenses and then dividing proceeds evenly between Essential and Investors.

ARTICLE 6 - NON COMPETITION

Inventors shall not market, sell or distribute or utilize the Technology, whether as an individual, with a firm, association, syndicate, corporation, partnership or other enterprise, whether as principal, agent, shareholder, officer, director, employee, or in any manner whatsoever or permit its name to be used as more clearly described above under ARTICLE I – Definitions, “Assigned Technology”.

ARTICLE 7 - WARRANTIES AND REPRESENTATIONS OF INVENTORS

Inventors warrant and represent to Essential as follows:

a) They have developed the Technology and own, possess and have title to such and all documentation, designs, flowsheets and related materials free and clear of all liens, charges and encumbrances;

b) They have not granted or agreed to grant any license or right or entered into any other agreement whereby they are obliged to give any other person, firm or corporation any rights to utilize or sell the Technology within the field of Geothermal Heating and Cooling; and

c) This Agreement has been duly and properly executed by them and is binding upon them.

ARTICLE 8 - WARRANTIES AND REPRESENTATIONS OF ESSENTIAL

Essential warrants and represents to Inventors as follows:

a) Essential is a company duly incorporated under the laws of Nevada in good standing in accordance with the laws of such jurisdiction and shall remain so during the term of this Agreement;

b) It shall use its best and reasonable efforts to utilize and exploit the Technology in accordance with the terms and conditions of this Agreement for the application in question;

c) It shall comply with all applicable laws, orders and regulations relating to the utilization of the Technology and, where required by applicable laws, become registered in such jurisdictions where it may exploit the Technology; and

d) All projects utilizing the Technology shall be done in a professional manner that maintains the reputation and integrity of Inventors and the Technology.

ARTICLE 9 – INDEMNIFICATION

ARTICLE 10 - CONFIDENTIALITY

General

For purposes of this Agreement, the term Confidential Information includes any information in any form or medium, including without limitation written records, documents, computer-readable disks, tapes, printouts, sound recordings, photographs, reproductions, sketches, notes, or copies or excerpts of them, or other documents or materials, that the parties consider confidential, whether or not marked as confidential. Confidential Information includes inventions (as defined below), software, source code, object code, algorithms, procedures, databases, compilations, technical data, formulas, theories, methods, equipment, samples, designs, data, specifications, drawings, blueprints, prototypes, models, business plans, customer lists, contacts and information, sales and marketing reports, proposals, prices, costs, personnel and payroll records, mailing lists, accounting records, and other trade secrets and information concerning the businesses and other ventures which the parties now operates or may operate in the future. For purposes of this Agreement, “Inventions” shall include but not be limited to ideas, improvements, or other Confidential Information, whether or not patentable and whether or not reduced to practice, made or conceived by the parties which relate in any manner to the actual or demonstrably anticipated business, work or research and development of the parties or their subsidiaries.

ARTICLE 11 - ARBITRATION

If there is any disagreement between the parties hereto with respect to the terms of this Agreement or the interpretation thereof, the same will be referred to a single arbitrator pursuant to the Commercial Arbitration Act in the Country of Canada and in the Province of British Columbia and any amendments thereto, and the determination of such arbitrator will be final and binding upon the parties hereto.

ARTICLE 12 - GENERAL CONTRACT PROVISIONS

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first written above.