PARTNERSHIP AGREEMENT
[Material Contract #7]
Between
SUNTECHNICS Fabrisolar AG, hereinafter referred to as “SUNTECHNICS”
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Untere Xxxxxxxxxxxxxxxx 00 – 8700 Küsnacht – Switzerland | |
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represented by Mr Sylvère Leu |
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and
SES Société d’Energie Solaire SA, hereinafter referred to as “SES”
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route de Xxxxx-Xxxxxx 000, 0000 Xxxx-xxx-Xxxxxx – Switzerland | |
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represented by Xx Xxxx-Xxxxxxxxxx Xxxxxx, Administrator |
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Preamble
The purpose of this partnership is to create a synergy between SUNTECHNICS and SES for all their common activities, in the implementation of photovoltaic projects and the production of photovoltaic modules.
Partnership
SUNTECHNICS will provide SES with logistical support, technology and know-how.
In exchange, SES will provide SUNTECHNICS with the use of its generating system for researching and developing new photovoltaic modules and its know-how.
With regard to national and/or international invitations to tender, SUNTECHNICS and SES may compete jointly under a single company name, which will be determined based on the location of the adjudication and the most favourable business strategy.
In order to guarantee that their joint projects have every chance of success, SUNTECHNICS and SES agree to offer each other the benefit of the best prices and advantages they can obtain in order to carry out their projects.
Nonetheless, SUNTECHNICS and SES are under no obligation to collaborate and remain free in the choice of their projects, their participation and their suppliers.
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Commercial exchanges
SUNTECHNICS may market all SES’s products at competitive prices (Sunslate, frameless panels, special panels, etc.)
SES will have exclusive rights for all of French-speaking Switzerland to the products represented in Switzerland by SUNTECHNICS (Sunpower, Suncheck, Sunreader, SP inverter, Suntechnics modules), at competitive prices and within competitive timeframes.
Xxx 0 XXx Xxxxx project will be carried out by SES and SUNTECHNICS.
The other projects in Geneva will be carried out by SES and SUNTECHNICS and, if required, with Voltwerk.
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As a general rule:
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SES: |
acquisition, sales, installation, production, modules with RWE Xxxxxx Solar cells |
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SUNTECHNICS: |
engineering, construction, standard modules if they are less expensive than and of equal quality to those produced by RWE Xxxxxx Solar, inverters if the price-quality ratio is equal to that of Solarmax, help with installation |
Production line
SES plans to produce traditional modules and, if possible, to produce Sunpower modules (or do Swiss finishing) of a high quality and produced with as much automation as possible, in its future plant in Plan-les-Ouates.
Based on parameters to be defined (price, quantity, quality, etc.) it is in the interest of SUNTECHNICS to purchase from SES or have SES produce 1 to 15 MW. SES will establish a business plan to do this.
SUNTECHNICS agrees to provide Sunpower cells for the Sunslate, with a world product mandate, excluding the USA.
SUNTECHNICS may provide Sunpower strings (if it so desires) so that SES can produce Sunpower modules with the label “Made in Switzerland”.
SES will benefit from SUNTECHNICS’ know-how.
Advertising
SUNTECHNICS and SES agree that their partnership will be mentioned in their respective informational materials (letterhead, publications, websites, etc.).
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Confidentiality clause
SUNTECHNICS and SES share a commitment not to divulge, use or publish information concerning the manufacturing or business secrets they may learn in the course of their partnership. This clause remains valid for 2 years in case the present agreement is rescinded.
Duration of the agreement
The duration of the present agreement is set at two years, beginning on the date on which it is signed. SUNTECHNICS and SES have the option to terminate this agreement three months before it expires; otherwise, the agreement will be renewed from year to year, with three-month notice of termination, by registered mail.
Applicable law and jurisdiction
Any dispute between the parties regarding the interpretation and execution of the present agreement shall be submitted to the ordinary courts of the Canton of Geneva, unless an appeal is lodged with the Federal Court in Lausanne.
Swiss law shall apply.
So executed at Plan-les-Ouates, in duplicate, on September 29, 2004
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SUNTECHNICS Fabrisolar AG |
SES Société d’Energie Solaire SA |
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