BIOSPHERE DEVELOPMENT CORP (BAHAMAS) BIOSPHERE TECHNOLOGY LISENCE AGREEMENT Licence number BDC 200706 awarded to The Shenzhen Branch of the Yankuang Group Company Limited December 18th 2007
BIOSPHERE
DEVELOPMENT CORP
(BAHAMAS)
BIOSPHERE
TECHNOLOGY LISENCE
AGREEMENT
Licence
number BDC 200706
awarded
to
The
Shenzhen Branch of the Yankuang Group
Company
Limited
December
18th
2007
Biosphere
Development Corp hereby licences the Shenzhen Branch of the Yankuang Group
Company Limited (YANKUANG) to use Biosphere System Technology for the purpose
of
manufacturing, marketing, selling, leasing and operating Biosphere Process
Systems in the Peoples Republic of China. This licence provides that any
developments, modifications, alterations, enhancements and/or improvements
arising from or as a result of this licence in any format from the actions
of
YANKUANG are and shall remain at all times the sole property of Dr CA XxXxxxxxx,
and that XxXxxxxxx shall retain all other rights to the Biosphere System
Technology in accordance with the contractual agreements between XxXxxxxxx
and
Biosphere Development Corp (Bahamas).
Dr.
CA
XxXxxxxxx
Chairman
Biosphere
Development Corp
X.X.
Xxx
00000 Xxxxx Xxxxx
Xxxxxx
Xxxxxxx.
BIOSPHERE
TECHNOLOGY LISENCE AGREEMENT
Licence
number BDC 200706
awarded
to
The
Shenzhen Branch of the Yankuang Group Company Limited
December
18th
2007
This
BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”)
is granted on December 18th
2007 by
Biosphere Development Corp (Bahamas) (hereinafter
referred to as "BDC") a
Bahamian Corporation, (No. 134790 B) incorporated in Nassau Bahamas under
the
Bahamian International Business Companies Act, 2000, with an address at
P.O.
Box
13277 Cable Beach Nassau Bahamas, to
The
Shenzhen Branch of the Yankuang Group Company Limited (hereinafter
referred to as "YANKUANG") its owners, subsidiaries, affiliates, successors
and
or assigns, a corporation incorporated under the laws of the Peoples Republic
of
China with an address at 22nd
Floor
Building Pengsheng Garden Bagua yi Road Fu Tian District Shenzhen:
both
hereinafter collectively referred to as "the Parties".
The
Parties acknowledge that Dr. CA XxXxxxxxx (XXXXXXXXX) has developed and owns
a
proprietary system, the Biosphere ProcessÔ
System,
the design and all components thereof and associated know how developed prior
to
the execution of this BTLA or during the course of the operation of this
BTLA,
which XXXXXXXXX has assigned to BDC for purposes of commercial marketing,
manufacturing and development (hereafter "System" or "Systems"). The Parties
further acknowledge and declare that XXXXXXXXX is a third party beneficiary
to
this Agreement.
|
Xx
Xxxxx You Wang
|
Dated
December 18th 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th 2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
BDC
hereby permits YANKUANG, on the basis of this BTLA, and YANKUANG hereby
acknowledges all of the obligations of this BTLA by which YANKUANG is allowed
to
use such design and production technology and documentation for the purpose
of
manufacturing, marketing, selling, leasing and operating Systems in the Peoples
Republic of China. The Parties agree that this BTLA is given by BDC to YANKUANG
solely and only for the purpose of manufacturing, marketing, selling, leasing
and operating Systems and that all plans, designs, and engineering, and any
developments, modifications, alterations, enhancements and/or improvements
arising there from as a result of this BTLA’s operation or arising in any format
from the actions of YANKUANG are and shall remain at all times the sole property
of XXXXXXXXX and that XXXXXXXXX shall retain all other rights to the System
in
accordance with the assignment provided by XXXXXXXXX to BDC. The Parties
agree
that this BTLA as awarded by BDC to YANKUANG does not transfer to YANKUANG
any
rights, implied or otherwise to the Green Energy Credits that the Biosphere
Systems will or can ever generate. The Parties agree that such Green Energy
Credits as are produced pursuant to this BTLA are and remain the exclusive
property of BDC.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the Parties agree as follows:
| 1. |
Disclosure:
|
| A. |
ENGINEERING
DESIGNS. BDC hereby permits access by YANKUANG to all the production
and
technology designs, needed for the manufacture, marketing, selling,
leasing and operating of the System, including but not limited
to the,
engineering production designs, technology of manufacturing, materials
descriptions, copyright, patents, computer software and related
documents
to the System.
|
Information
disclosed and permitted by BDC to YANKUANG shall include, but is not limited
to:
|
Xx
Xxxxx You Wang
|
Dated
December 18th
2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th
2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
All
System Design Specification and Software in all versions and all forms of
expression thereof, including but not limited to the Software source code,
object code, flow charts, and block diagrams, and programmer documentation,
previous versions, notes, other information relating to the System; and all
copyrights, trade secrets, patentable inventions, proprietary rights and
intellectual property contained therein or connected therewith, including
without limitation BDC's copyright in the System. The par
| B. |
DELIVERY.
System designs shall be delivered to YANKUANG at BDC's election
following
execution of this BTLA.
|
| C. |
BDC
shall from time to time, but without further consideration, execute
and
deliver such instruments or documents and take such other action
as is
reasonably necessary which YANKUANG may request in order to more
effectively carry out this BTLA.
|
| 2. |
Consideration
for Permit.
|
BDC,
for
ten dollars and other consideration, hereby permits YANKUANG the use of the
full
design specification of the System and the right to manufacture, market,
sell,
lease and operate the Systems under the terms of this BTLA.
| 3. |
Representations
and Warranties.
|
The
Parties represent warrant and covenant as follows:
| A. |
Title;
Infringement.
BDC enjoys good and marketable title and rights to the System,
including
the copyright to the System, and has all necessary rights to enter
into
this BTLA without violating any other agreement or commitment of
any sort.
BDC does have outstanding agreements and understandings, written
and oral,
concerning the System design with a number of manufacturers. The
System
does not infringe or constitute a misappropriation of any trademark,
patent, copyright, trade secret, proprietary right or similar property
right. BDC agrees to defend, indemnify and hold YANKUANG, its
subsidiaries, affiliates and licensees harmless against any action,
suit,
expense, claim, loss, liability or damage based on a claim that
the System
infringe or constitute a misappropriation of any trademark, patent,
copyright, trade secret, proprietary right or similar property
right. BDC
shall give YANKUANG prompt written notice of any such claim. BDC
shall
assume responsibility for defending any suit or proceeding brought
against
YANKUANG based on any claim that the System infringes or constitutes
a
misappropriation of any trademark, patent, copyright, trade secret,
proprietary right or similar property right; provided, however,
that
YANKUANG shall give BDC prompt notice in writing of the assertion
of any
such claim and of the threat or institution of any such suit or
proceeding, and all authority, information and assistance required
for the
defence of the same. XXXXXXXXX and BDC shall have the sole right
to
designate counsel to represent YANKUANG or otherwise agree to counsel
submitted by YANKUANG. BDC shall pay all damages and costs awarded
against
YANKUANG, but shall not be responsible for any cost, expense or
compromise
incurred without BDC's consent. The Representations and Warranties
contained herein apply to the lifetime of this BTLA and shall survive
this
BTLA in perpetuity.
|
|
Xx
Xxxxx You Wang
|
Dated
December 18th
2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th
2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
| B. |
Authority
Relative to this BTLA.
This BTLA is a legal, valid and binding obligation of the Parties.
No
consent or approval by any person or entity or public authority
is
required to authorize or is required in connection with the execution,
delivery or performance of this BTLA by the
Parties.
|
| C. |
No
Default.
There is no outstanding default by BDC in connection with any third
party
agreement involving the manufacturing of the
System.
|
| 4. |
No
Brokers.
|
All
negotiations relative to this BTLA have been conducted by BDC directly with
YANKUANG, without the intervention of any third person(s), and in such manner
as
to not give rise to any valid claim against the Parties hereto for brokerage
commissions, finder's fees or other like payments.
|
Xx
Xxxxx You Xxxx
|
Dated
December 18th
2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th
2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
| 5. |
Consents,
Further Instruments and Cooperation.
|
YANKUANG
and BDC shall each use their respective best efforts to obtain the consent
or
approval of each person or entity, if any, whose consent or approval shall
be
required in order to permit it to consummate the transactions contemplated
hereby, and to execute and deliver such instruments and to take such other
action as may be required to carry out the transactions contemplated by this
BTLA. BDC shall execute, or cause its employees and agents to deliver, any
required material or other similar document or instrument, following YANKUANG'S
reasonable request. YANKUANG will execute and record all other instruments
required from time to time by BDC or XXXXXXXXX, including but not limited
to the
execution and recordation of documents evidencing the rights and title of
BDC or
XXXXXXXXX in and to the Systems.
| 6. |
BDC's
Use of the Systems
|
BDC
retains hereby and by way of its assignment from XXXXXXXXX all rights whatsoever
in the System and does retain the right to use the System, or any material
relating to the System for any purpose, personal, commercial, or otherwise.
BDC
furthermore shall maintain all information relating to the System or use
of the
System in confidence and shall have the right to disclose any aspect of the
System to any third party without the prior written consent of YANKUANG.
YANKUANG agrees not to participate in any activities relating to development,
marketing or sale of the System or competing technologies that would compete,
directly or indirectly, with BDC's marketing or distribution of the System
outside of the Peoples Republic of China unless otherwise permitted in writing,
in advance, from BDC.
| 7. |
No
Assignment.
|
BDC
may
not assign this BTLA or any obligation herein without the prior written consent
of YANKUANG. This BTLA shall be binding upon and inure to the benefit of
the
Parties named herein and their respective heirs, executors, personal
representatives, successors and assigns. YANKUANG may not assign this BTLA
or
any part hereto.
|
Xx
Xxxxx You Wang
|
Dated
December 18th
2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th
2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
| 8. |
Entire
Agreement.
|
This
BTLA
contains the entire understanding of the Parties, and supersedes any and
all
other agreements presently existing or previously made, written or oral,
between
YANKUANG and BDC concerning its subject matter. This BTLA may not be modified
except in writing and signed by both Parties.
| 9. |
Return
of Documentation and
records.
|
YANKUANG
when requested by BDC, will deliver to BDC all copies of all documents relating
to the services performed, including subcontractor bids, test results,
laboratory analyses, plans, blue prints, designs etc, and shall maintain
a
complete documentary record of any and all activities performed under this
agreement. YANKUANG shall maintain true and correct records and catalogues
in
connection with each service performed and all transactions related thereto
and
shall retain all such records for twenty-four (24) months after the end of
the
calendar year in which the last service pursuant to this Agreement was performed
before returning all such records to BDC. All records including test results,
laboratory analyses, plans, blue prints, designs etc, shall be maintained
for
BDC by YANKUANG in. a suitably secure fashion so as to avoid their unintended
dissemination to unrelated third parties or competitors of BDC. YANKUANG
is
expressly from providing any information, documentation, designs, plans or
operating information to any third party without the express written consent
of
both XXXXXXXXX and BDC.
| 10. |
Severability.
|
If
any
provision of this BTLA is declared by a court of competent jurisdiction to
be
invalid, void or unenforceable, the remaining provisions of this BTLA
nevertheless will continue in full force and effect without being impaired
or
invalidated in any way.
|
Xx
Xxxxx You Wang
|
Dated
December 18th
2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th
2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
| 11. |
Notices.
|
All
notices, requests, demands, and other communications hereunder shall be deemed
to have been duly given if delivered or mailed, certified or registered mail
with postage prepaid:
If
to
YANKUANG:
Xx.
Xxxxx
You Xxxx
Chairman
The
Shenzhen Branch of the Yankuang group Company Limited its owners, subsidiaries,
affiliates, successors and or assigns.
22nd
Floor
Building Pengsheng
Garden
Bagua yi Road
Fu
Tian
District Shenzhen:
Tel
Fax
email
If
to
BDC:
Dr.
CA
XxXxxxxxx
Chairman
Biosphere
Development Corp
X.X.
Xxx
00000 Xxxxx Xxxxx
Xxxxxx
Xxxxxxx.
Tel
000
000 000 0000
Fax
000
000 000 0000
Email
xxxx0000@xxx.xxx
| 12. |
Relationship
of the Parties.
|
The
relationship between YANKUANG and BDC under this BTLA is that of Permittee
and
Permitting Party. Nothing in this BTLA is intended to be construed so as
to
suggest that the Parties hereto are partners or joint ventures, or that
either
Party hereto or its employees are the employee or agent of the other. Except
as
expressly set forth herein, neither YANKUANG nor BDC has no authority and
neither express nor implied right or authority under this BTLA to assume
or
create any obligations on behalf of or in the name of the other or to bind
the
other to any contract, agreement or undertaking with any third
party.
|
Xx
Xxxxx You Xxxx
|
Dated
December 18th
2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th
2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
| 13. |
Headings.
|
Headings
used in this BTLA are provided for convenience only and shall not be used
to
construe meaning or intent.
(end)
(rest
of
page left intentionally blank)
|
Xx
Xxxxx You Xxxx
|
Dated
December 18th
2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th
2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
IN
WITNESS WHEREOF, the parties have executed this BTLA the 18th
day of
December 2007.
FOR
Biosphere
Development Corp (Bahamas)
BY:
Dr.
CA
XxXxxxxxx
Chairman
Biosphere
Development Corp
X.X.
Xxx
00000 Xxxxx Xxxxx
Xxxxxx
Xxxxxxx.
For
and
on behalf of Biosphere
Development Corp (Bahamas).
Witness:
FOR
The
Shenzhen Branch of the Yankuang Group Company Limited.
BY:
Xx.
Xxxxx
You Wang
Chairman
The
Shenzhen Branch of the Yankuang Group Company Limited its owners, subsidiaries,
affiliates, successors and or assigns.
22nd
Floor
Building Pengsheng
Garden
Bagua yi Road
Fu
Tian
District Shenzhen:
Witness:
|
Xx
Xxxxx You Xxxx
|
Dated
December 18th
2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th
2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
And
now
enter Dr. CA XxXxxxxxx who signifies acceptance of all of the undertakings
and
obligations of this BTLA in his favour as third party beneficiary
thereof.
Dr.
CA
XxXxxxxxx
(end)
(rest
of
page left intentionally blank)
|
Xx
Xxxxx You Xxxx
|
Dated
December 18th
2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December 18th
2007
|
P.O.
BOX CB-13277
CABLE
BEACH NASSAU BAHAMAS
Tel
/ Fax x0 (000) 000-0000 / x(000) 0000 0000
Email:
xxxxxx@xxxxxxxxx.xxx
