Shenzhen Branch of the Yankuang Group Company Limited and Global Environmental Energy Corp December 2007 MANUFACTURING AGREEMENT BETWEEN Shenzhen Branch of the Yankuang Group Company Limited AND Global Environmental Energy Corp.
EX-4.3
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
BETWEEN
Shenzhen
Branch of the Yankuang Group Company Limited
AND
Global
Environmental Energy Corp.
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
1
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
THIS
MANUFACTURING AGREEMENT (Agreement) is made as of the ____ day of December
2007
by and between the Shenzhen Branch of the Yankuang Group Company Limited,
(“YANKUANG”) a limited liability company formed under the Laws of the Peoples
Republic of China, with its principal mailing address at
AND
Global
Environmental Energy Corp, (“GLOBAL), a Corporation registered in the
Commonwealth of the Bahamas with its registered office at CB13277, Cable Beach,
Nassau, Bahamas. Both GLOBAL and YANKUANG may be referred to from time to time
collectively as the "Parties."
PREAMBLE
| A. |
ANKUANG,
Yankuang Group Co., Ltd., is engaged in coal mining, coal chemistry,
electrolytic aluminum, real estate development, electricity generation,
construction materials, mechanical process, environmental remediation,
trading etc. with experiences in engineering, manufacturing, fabrication,
construction, factory testing, documentation, transportation,
installation, start up, commissioning, site testing, operations,
service
and support and maintenance and subject to being supplied with the
appropriate plans, specification, drawings and other appropriate
information and support from GLOBAL is capable of carrying out the
responsibilities which YANKUANG will undertake, either directly within
the
Yankuang Group of over over 50 subsidiaries or via Yankuang managed
subcontracts as required and pursuant to this
Agreement.
|
|
B.
|
Dr.
CA XxXxxxxxx (XxXxxxxxx) has developed a proprietary system, the
Biosphere
ProcessÔ1
System (hereafter "System" or "Systems"), all components thereof
and
associated know how developed prior to this Agreement or during the
course
of the undertakings called for in this Agreement, which XxXxxxxxx
has
assigned to GLOBAL for purposes of commercial marketing, manufacturing
and
development.
|
|
C.
|
GLOBAL,
enjoys an assignment from XxXxxxxxx to commercially market, manufacture
and develop the System.
|
1
Biosphere Process™ & Biosphere™ are copyright trademarks of the Life Energy
Partnership 1995.
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
2
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
GLOBAL
hereby engages YANKUANG as a non-exclusive general contractor to manufacture
Biosphere Process Systems, pursuant to the terms and conditions of the
"Technology Permit Agreement" set out in "Appendix A: Technology Permit
Agreement" which includes "Appendix A1: Security Protocols", and install the
Systems at those sites designated by GLOBAL and provide start-up, service,
support and maintenance for Systems, all in accordance with those terms and
conditions which are set forth herein. The Agreement shall be deemed to
incorporate all the provisions of the aforementioned appendices as if set out
in
extenso.,
and
any subsequent appendix agreed to by the Parties.
This
Agreement is subject to approval by XxXxxxxxx in his individual capacity and
the
boards of directors of both YANKUANG and GLOBAL and effectuated only upon the
execution of the appendices. This Agreement may be modified from time to time
in
whole or in part by mutual consent in writing by all Parties.
In
consideration of the foregoing premises and subject to the terms and provisions
set forth below and intending to be legally bound, the Parties agree as
follows:
|
1.00.
|
PROJECT
DEFINED.
|
YANKUANG
shall undertake the construction of Systems pursuant to orders received from
GLOBAL and accepted by YANKUANG pursuant to this Agreement with the expectation
that as many as 1,000 Systems may be manufactured in the space of one calendar
year in year five (5) of this Agreement. YANKUANG will not submit or receive
any
proposal, furnish any information to or perform work for any third party or
person who desires to have YANKUANG manufacture or fabricate a system similar
to
the System utilizing competing technology.
| 2.0. |
APPENDICES
|
|
2.01.
|
The
Parties have as of the date of this Agreement executed the
appendices.
|
|
2.02.
|
The
appendices will provide terms generally as set out
below.
|
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
3
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
2.03.
|
GLOBAL
shall provide all relevant information required by YANKUANG so that
YANKUANG can successfully meet YANKUANG's obligations under the terms
and
conditions of this Agreement.
|
|
2.04.
|
YANKUANG
shall utilize technology and design provided by XxXxxxxxx, directly
or
through GLOBAL, to YANKUANG pursuant to the terms and conditions
of this
Agreement to undertake the manufacture of the Systems pursuant to
the
terms and conditions of this
Agreement.
|
|
2.05.
|
YANKUANG
shall provide load out of all
Systems.
|
|
2.06.
|
YANKUANG
shall provide installation, start-up, commissioning and site testing
for
all Systems and Systems components manufactured by YANKUANG as directed
by
GLOBAL
|
|
2.07.
|
YANKUANG
acknowledges, accepts and will maintain exclusively for XxXxxxxxx
any
redesigns or plans as developed by YANKUANG or by GLOBAL which redesigns
and plans are deemed to the sole proprietary property of
XxXxxxxxx.
|
|
2.08.
|
YANKUANG
will negotiate and work with component and subcomponent manufacturers,
material men and other vendors to maintain competitive pricing and
quality
control in the manufacture of the
Systems.
|
|
2.09.
|
YANKUANG
shall consign, transport and deliver Systems as directed by
GLOBAL.
|
|
2.10.
|
YANKUANG
shall undertake the training of all persons for those purposes and
in the
manner directed by GLOBAL or
XxXxxxxxx.
|
|
2.11.
|
YANKUANG
shall offer a continuous service, support & maintenance contract for
Systems to those persons utilizing the Systems upon terms and conditions
to be agreed between YANKUANG and GLOBAL relative to each
System.
|
|
2.12.
|
YANKUANG
shall provide a manufacturer’s warranty in accordance with those terms and
conditions set forth in appendix F.
|
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
4
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
| 3.0. |
Allocation
of Costs.
|
Each
Party shall bear its own costs associated with preparation and execution of
this
Agreement.
| 4.0. |
Compliance
With Law
|
Each
Party hereby represents and warrants to the other that it and its respective
activities in connection with the Agreement are in accordance with all
applicable laws, regulations and other requirements of all state and Federal
governmental authorities and all political subdivisions and agencies thereof,
and of any applicable foreign governmental authority and all political
subdivisions and agencies thereof.
|
4.2.
|
Each
Party represents and warrants to each other that neither it or any
affiliate nor any officer, director, employee, agent or stockholder
acting
on behalf of it:
|
|
a)
|
is
an official or employee of the Government of the United States, the
Government of any foreign Country, or any agency or Instrumentality
of the
foregoing, or a candidate for political or governmental office, in
each
case as contemplated by the FCPA;
or
|
|
b)
|
prior
to the execution of this Agreement, took any action, or failed to
take any
action, if that act or failure to act would have violated the preceding
provision.
|
|
4.3.
|
No
Party will pay, promise to pay, or authorize or permit the direct
or
indirect payment of, by such Party or by any affiliate, officer,
director,
employee, agent or stockholder thereof, any money or anything of
value to
any person for the purpose of illegally or improperly inducing that
person
to take any action or omit to take any action in connection with
the
Agreement. A Party not in compliance under this Section shall indemnify,
defend and hold-harmless all other Parties from and against any claim,
loss, damage, liability, and expenses and cost whatever nature arising
out
of or connected with the Party's
non-compliance.
|
| 5.0 |
Interference.
|
|
5.1
|
No
Party will knowingly interfere with any negotiation, arrangement
or
prospective business relationships then in process of being developed
by
any Party. Furthermore, no Party will at any time during the term
of this
Agreement and for a minimum of six (6) months after termination enter
into
any agreement or arrangement with any other person or entity which
would
infringe upon the rights or the interests of any Party as provided
for in
this Agreement.
|
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
5
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
| 6.0. |
Duration
|
The
Agreement will become effective upon execution by the Parties and shall continue
in effect for ten (10) years (Primary Term). Unless any Party notifies the
other
Parties in writing ninety (90) days prior to termination of the Primary Term
that the withdrawing Party does not wish to renew this Agreement, the Agreement
will be deemed automatically renewed for an additional five (5) year term by
all
Parties (Secondary Term). Any Party may terminate this Agreement at any time
with ninety (90) days written advance notice to the other Parties, but such
termination shall not release the Parties from (i) the completion of any
obligation required to complete any System with respect to which a purchase
order has been issued to YANKUANG and accepted by YANKUANG before the ninety
(90) day period, (ii) from any warranty obligation with respect to Systems
constructed by YANKUANG or (iii) from any contract for the service, support
and
maintenance of Systems constructed by YANKUANG. Provided, however, that in
the
event that a Party obligated under this Agreement to provide service, support
and maintenance of Systems shall obtain a suitable person or entity to carry
out
the service, support and maintenance of Systems which person or entity is deemed
suitable to and accepted in writing by the other Parties to this Agreement,
then
and only in that event shall the Party obligated under this Agreement to provide
service, support and maintenance of Systems be allowed to withdraw from the
Agreement without penalty. No Party shall have any further obligation to any
other Party upon termination of this Agreement except for obligations arising
under or pursuant to Section 1.0, 3.0, 7.0, 8.0 or the provisions of this
Section.
| 7.0 |
Confidentiality
|
|
7.1.
|
Each
Party shall keep in strict confidence all financial, commercial and
technical information belonging to any Party or which was developed
by any
Party relative to the Systems (the "Confidential Information"). No
Party
shall at any time disclose Confidential Information to any third
party
except pursuant to the provisions regarding confidentiality set forth
in
Appendix "E" of this Agreement. A Party receiving any governmental
or
judicial directive or order requiring it to disclose, release or
produce
Confidential Information to a third party shall immediately notify
all
other Parties by the quickest available means of communication of
the
existence of any such governmental or judicial directive or order
pursuant
to the notice provisions of this Agreement. Failure of the Party
receiving
any such governmental or judicial directive or order to notify the
other
Parties to this Agreement of the existence of same by the quickest
immediate means of communication, shall constitute grounds for the
declaration of an immediate default under the terms of this
Agreement.
|
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
6
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
7.2.
|
YANKUANG
and GLOBAL hereby acknowledge and declare that all information relevant
to
the Systems which was developed by any Party is deemed to have arisen
out
of and pursuant to the use of proprietary information developed by
XxXxxxxxx. Accordingly, any Confidential Information which has been
developed by either GLOBAL or YANKUANG during the course of the
undertakings called for in this Agreement, including by way of
illustration only such information resulting from Systems use, redesign
in
response to information derived from Systems use, non-empirically
based
redesign or improvements in design, manufacture, installation or
operation, inures to and is exclusively the property of
XxXxxxxxx.
|
|
7.3.
|
Each
Party accepts and agrees that the principal point of contact for
GLOBAL is
GLOBAL's President & Chief Executive Officer, Dr. CA XxXxxxxxx. All
contact, discussions or negotiations between YANKUANG and GLOBAL
will be
with Dr. CA XxXxxxxxx or with those persons authorized by Dr. CA
XxXxxxxxx
in writing. All contact with XxXxxxxxx in his individual capacity
shall be
with XxXxxxxxx or persons designated by XxXxxxxxx in writing as
representatives of XxXxxxxxx.
|
| 8.0. |
Dispute
Resolution
|
All
disputes among the parties which cannot be settled amicably after negotiation
by
the Parties within a period of ten (10) days (subject to extension by mutual
written agreement) shall be settled under the Commercial Arbitration Rules
of
the American Arbitration Association current at the time of dispute, by three
(3) arbitrators appointed in accordance with those rules. The place of
arbitration shall be Nassau Bahamas and the language of the proceeding shall
be
English. The decision of the arbitrators shall be final and enforceable through
any court.
| 9.0. |
Language
|
This
Agreement, any modifications thereto, all correspondence and other documents
relevant to this Agreement or the undertakings related to the Agreement shall
be
in English.
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
7
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
| 10.0. |
Modifications
and Additional Appendices.
|
The
Parties agree that existing appendices may be modified or additional appendices
may be added to this Agreement by mutual consent of the Parties in
writing.
| 11.0 |
Miscellaneous
|
|
11.1
|
Failure
of any Party to comply with any requirement, term or condition of
this
Agreement shall constitute and be deemed sufficient grounds for the
termination of the Agreement by another
Party.
|
|
11.2
|
No
Party shall be liable for any claim or demand from another Party
for
anything already done or formed or for any other matter or thing
whatsoever in connection with this Agreement or any appendix, or
for
anything done or formed or for any other matter or thing whatsoever
in
connection with the undertakings called for by this Agreement or
the
appendices, in the event that this Agreement or any of the appendices
are
not executed by any Party.
|
|
11.3
|
In
the event of default, XxXxxxxxx, YANKUANG or GLOBAL may take any
remedial
step afforded by law or in equity or provided by this Agreement with
all
costs of any such remedy to be met or satisfied in full by the defaulting
Party. No remedy is intended to be exclusive of any other remedy
and each
and every remedy shall be cumulative and in addition to any other
remedy
given by law or in equity or this
Agreement.
|
|
11.4
|
If
any Party to this Agreement withdraws from this Agreement without
cause
after a Purchase Order for construction of a System has been issued
by
GLOBAL and accepted by YANKUANG, the remaining Parties shall be able
to
claim against the withdrawing Party the actual damages and penalties
those
Parties have or may reasonably incur as the result of such
withdrawal.
|
|
11.5
|
Notwithstanding
anything to the contrary herein, or elsewhere agreed to, YANKUANG
shall
not be liable for any consequential, secondary and/or indirect damages,
costs or losses caused by or arising out of YANKUANG's undertakings
which
cause damages, costs or loss or threat thereof to XxXxxxxxx or
GLOBAL.
|
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
8
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
11.6
|
No
Party shall commit any other Party to any other agreement or undertaking
unless done with mutual written consent of all Parties. Nothing in
this
Agreement or the undertakings connected therewith shall be construed
to
create or constitute a partnership, agency or similar relationship
or
create joint and several liability on the part of the
Parties.
|
|
11.7
|
The
execution and delivery of the Agreement, the appendices and all other
required documents and instruments is and will be conditioned upon
each
Party obtaining all necessary authorizations and approvals, unless
said
authorizations and approvals have been represented by that Party
to have
been obtained or exist at the execution of this
Agreement.
|
|
11.8
|
YANKUANG
shall have a non-exclusive right to solicit customers and resulting
Purchase Orders for construction of Systems. The terms and conditions
of
such Purchase Orders shall be negotiated between the Parties with
respect
to each such Purchase Order.
|
| 12.0. |
Documentation,
Records, Audit.
|
When
requested by GLOBAL or XxXxxxxxx, YANKUANG shall provide copies of all documents
relating to the services performed by YANKUANG, including bids, test results,
laboratory analyses, plans, blue prints, designs, drawings or any other
information related to manufacture of the Systems and YANKUANG shall maintain
a
complete documentary record of any and all undertakings performed under this
Agreement. YANKUANG shall maintain true and correct records in connection with
each service performed and all undertakings 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 or undertaking pursuant to this Agreement was performed.
GLOBAL or XxXxxxxxx may, at any time, at their expense audit all records of
YANKUANG connected to costs and expenses for which GLOBAL was invoiced. The
right of audit by GLOBAL or XxXxxxxxx shall be good for two years after the
termination of this Agreement. Any error or discrepancy disclosed as the result
of such audit shall be promptly corrected and any monies due any Party shall
be
promptly paid by the obliged Party.
| 13.0 |
Warranties,
Representations and
Covenants
|
YANKUANG
warrants, represents, and covenants as follows:
|
a.
|
Capabilities:
YANKUANG has the capability, experience, and means required to perform
the
services contemplated by this Agreement. All services and undertakings
will be performed using personnel, equipment, and material qualified
and/or suitable for the services and undertakings required or as
otherwise
requested.
|
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
9
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
b.
|
Performance
of Services and Undertakings: YANKUANG acknowledges that scheduling
of
YANKUANG's services and undertakings is critical to each Purchase
Order
issued by GLOBAL. Accordingly, YANKUANG shall insure that all equipment,
material and personnel that is necessary to fulfill YANKUANG's services
and undertakings is present and available at all required work sites,
in
quality and quantity sufficient to fulfill all services and undertakings
in a timely scheduled manner and that YANKUANG shall further have
on hand
or available backup equipment, material and personnel to fulfill
any upset
to Purchase Order.
|
|
c.
|
YANKUANG
will undertake performance of YANKUANG'S services and undertakings
in a
diligent and workmanlike manner consistent with the standards of
ISO-9002,
all applicable and existing federal, state and local laws, regulations
and
ordinances and in accordance with standards and specifications issued
by
XxXxxxxxx or GLOBAL and agreed to by YANKUANG prior to or during
any
Purchase Order.
|
|
d.
|
Notice
of Violations: YANKUANG shall notify both XxXxxxxxx and GLOBAL if
(i) YANKUANG is served with notice of significant violation of any
law, regulation, permit or license which relates to its services
and
undertakings hereunder; (ii) proceedings are commenced which could
lead to revocation of permits or licenses which relate to such services;
(iii) permits, licenses, or other governmental authorizations relating
to
such services or undertakings are revoked; (iv) litigation is commenced
against YANKUANG which could affect such services or undertakings;
or (v)
YANKUANG becomes aware that its equipment or facilities related to
such
services or undertakings are not in compliance with applicable laws,
regulations, permits, or licenses. Upon service of any such notice,
commencement of proceedings or revocation, YANKUANG shall immediately
notify XxXxxxxxx and GLOBAL by the quickest available means of
communications of the service of any such notice, commencement of
proceedings or revocation according to the notice provisions of this
Agreement. The failure of YANKUANG to undertake the foregoing required
notifications shall constitute grounds for the declaration of an
immediate
default under the terms of this
Agreement.
|
10
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
e.
|
As
to all services and undertakings, YANKUANG warrants that it will
arrange
for engagement of qualified equipment and operators and that the
equipment
and operators will be trained, authorized, equipped, and licensed
to
operate such equipment, in accordance with prudent safety precautions
and
applicable federal, state, or local laws and regulations. Equipment
engaged by YANKUANG for performance of the services and undertakings
shall
be in good operating condition, subject to normal maintenance
requirements, and shall be suitable for the particular services and
undertakings including any back up equipment, which may be required.
YANKUANG certifies that all its personnel employed hereunder shall
have
completed, and are in compliance with Occupational Safety and Health
Agency (OSHA) training requirements and all other relevant training
requirements and that YANKUANG maintains an OSHA approved health
and
safety program. All YANKUANG personnel shall at all times be provided
with
appropriate or required safety equipment by YANKUANG at YANKUANG's
expense.
|
| 14.0 |
INSURANCE
AND SECURITY
|
|
14.1.
|
YANKUANG
shall furnish the insurance coverages reflected on the attached
Certificate of Insurance as Appendix __ and shall maintain such coverages
during the existence of this Agreement. Upon each renewal, YANKUANG
shall
furnish a new certificate reflecting the renewal of the coverages
within
thirty (30) days following the renewal
date.
|
|
14.2.
|
All
insurance required by this Agreement shall be in full force and effect
at
all times of the existence of this Agreement. Failure to keep current
any
insurance required by this Agreement shall constitute a ground of
default
of this Agreement by YANKUANG.
|
| 15.0. |
Patent
Protection.
|
|
15.1
|
YANKUANG
shall use its best efforts to provide services, which do not infringe
on
any valid patent or proprietary technology or involve the use of
any
confidential information that is the property of others unless YANKUANG
is
licensed or otherwise has the right to use and dispose of the patent
or
proprietary information. YANKUANG shall also use its best efforts
to
inform XxXxxxxxx and GLOBAL of any patent infringement that occur
or may
be reasonably expected to result from the use of YANKUANG's
services.
|
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
11
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
| 16.0. |
Force
Majeure.
|
|
16.1.
|
No
Party shall be deemed in default of this Agreement or any Purchase
Order
hereunder to the extent that any delay or failure in the performance
of
its obligations (other than the payment of money) results, without
its
fault or negligence, from any cause beyond its reasonable control,
such as
but not limited to acts of God, acts of civil or military authority,
embargoes, epidemics, war, riots, insurrections, fires, explosions,
earthquakes, floods, adverse weather conditions, strikes, changes
in laws,
statutes, regulations or ordinances, and ministerial actions or omissions
by regulatory authorities or their representatives, unless such omission
or action shall have been caused or contributed to by the responsible
party hereunder. If any such force majeure condition occurs and continues
for a period of more than fourteen (14) days, then the Party experiencing
such condition shall give immediate written notice to all other Parties
which may then elect to: (1) terminate the affected service or undertaking
or any part thereof, or (2) suspend the affected service or undertaking
or
any part thereof for the duration of the force majeure condition
and
resume performance once the force majeure condition ceases. Unless
written
notice is given within thirty (30) days after being notified of the
force
majeure conditions, the other Parties shall be deemed to have elected
option 2.
|
| 17.0. |
Affirmative
Action.
|
|
17.1.
|
Unless
this Agreement is exempted by law, YANKUANG shall comply with Executive
Order 11246, the Rehabilitation Act of 1973, the Vietnam Era Veteran's
Readjustment Assistance Act of 1974, and the rules and regulations
issued
pursuant to said Order and Acts, as amended, and all of which are
incorporated herein by reference.
|
| 18.0. |
Consequential
Damages.
|
|
18.1.
|
No
Party shall be liable to any other Party for any indirect, incidental,
special or consequential damages (including loss of anticipated profits,
business interruption, good will or other economic or commercial
loss)
arising out of the undertakings called for by this Agreement or any
appendices.
|
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
12
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
| 19.0. |
Entire
Agreement.
|
|
19.1.
|
The
terms and conditions set forth herein constitute the entire understanding
of the Parties and replace and supercede any prior understandings
or
agreements either written or oral.
|
IN
WITNESS WHEREOF, each of the undersigned Parties has caused this Alliance
Agreement to be executed and delivered by its duly authorized officer on the
date first written above.
FOR
GLOBAL,
BY:_______________________dated
this____day
of
December 2007
Dr.
CA
XxXxxxxxx
Chairman
and Chief Executive Officer
Global
Environmental Energy Corp.,
For
and
on behalf of Global Environmental Energy Corp.,
FOR
YANKUANG
BY:_______________________dated
this___day
of
December 2007
Mr.
Chairman
Shenzhen
Branch of the Yankuang Group Company Limited its owners, subsidiaries,
affiliates, successors and or assigns.
Witness
BY:_______________________dated
this___day
of
December 2007
And
now
enters Dr. CA XxXxxxxxx, in his individual capacity, who after reading of the
entirety of the foregoing Agreement, signifies his acceptance of all of the
benefits and rights inuring to him and in his favor including but not limited
to
all of his rights, interests and ownership of that proprietary system, the
Biosphere ProcessTM
System,
all components thereof and associated know how developed prior to the Agreement
or during the course of the undertakings called for in the Agreement, which
XxXxxxxxx has assigned to GLOBAL Duro Investments Ltd., for purposes of
commercial marketing, manufacturing and development, through his signature
affixed below.
Dr.
CA
XxXxxxxxx
(end)
(rest
of
page left intentionally blank)
| Mr |
Dated
December _____ 2007
|
|
Dr.
CA XxXxxxxxx
|
Dated
December _____
2007
|
13
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
Appendix
A
TECHNOLOGY
PERMIT AGREEMENT
This
Technology Permit Agreement (TPA) is from GLOBAL (GLOBAL) to YANKUANG
hereinafter collectively referred to collectively referred to herein 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 TPA or during the course of the operation of this TPA,
which XXXXXXXXX has assigned to GLOBAL 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.
GLOBAL
hereby permits YANKUANG, on the basis of this TPA, and YANKUANG hereby
acknowledges all of the obligations of this Permit by which YANKUANG is allowed
to use such design and production technology and documentation for the purpose
of manufacturing Systems. The Parties agree that this TPA is given by GLOBAL
to
YANKUANG solely and only for the purpose of manufacturing and that all plans,
designs, and engineering, and any developments, modifications, alterations,
enhancements and/or improvements arising there from are and shall remain at
all
times the sole property of XXXXXXXXX and that GLOBAL shall retain all other
rights to the System in accordance with the assignment it enjoys from
XXXXXXXXX.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the Parties agree as follows:
|
1.
|
Disclosure:
|
|
A.
|
ENGINEERING
DESIGNS. GLOBAL hereby permits access by YANKUANG to all the production
and technology designs, needed for the manufacture and operation
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 GLOBAL to YANKUANG shall include, but is not limited
to:
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 GLOBAL's copyright in the System.
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
B.
|
DELIVERY.
System designs shall be delivered to YANKUANG at GLOBAL's election
following execution of this TPA.
|
|
C.
|
GLOBAL
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 TPA.
|
|
2.
|
Consideration
for Permit.
|
GLOBAL,
for ten dollars and other consideration, hereby permits YANKUANG the use of
the
full design specification of the System and the right to manufacture the Systems
under the terms of this TPA and in accordance with the Manufacturing Agreement
of which this Appendix A is incorporated into by reference and part and
parcel thereof.
|
3.
|
Representations
and Warranties.
|
The
Parties represent warrant and covenant as follows:
|
A.
|
Title;
Infringement.
GLOBAL 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 TPA without violating any other agreement or commitment
of
any sort. GLOBAL 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. GLOBAL 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. GLOBAL shall give YANKUANG
prompt written notice of any such claim. GLOBAL 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 GLOBAL 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
defense of the same. XXXXXXXXX and GLOBAL shall have the sole right
to
designate counsel to represent YANKUANG or otherwise agree to counsel
submitted by YANKUANG. GLOBAL shall pay all damages and costs awarded
against YANKUANG, but shall not be responsible for any cost, expense
or
compromise incurred without GLOBAL's consent. The Representations
and
Warranties contained herein apply to the lifetime of this TPA and
shall
survive this TPA in perpetuity.
|
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
B.
|
Authority
Relative to this TPA.
This TPA 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 TPA by the
Parties.
|
|
C.
|
No
Default.
There is no outstanding default by GLOBAL in connection with any
third
party agreement involving the manufacturing of the
System.
|
|
4.
|
No
Brokers.
|
All
negotiations relative to this TPA have been conducted by GLOBAL 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.
|
5.
|
Consents,
Further Instruments and Cooperation.
|
YANKUANG
and GLOBAL 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
TPA. GLOBAL 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 GLOBAL or XXXXXXXXX, including but not limited
to
the execution and recordation of documents evidencing the rights and title
of
GLOBAL or XXXXXXXXX in and to the Systems.
|
6.
|
YANKUANG's
USE OF TPA RESTRICTED TO
MANUFACTURE
|
YANKUANG
may not, market, license, sell, trade or otherwise dispose of or share the
System with any third party manufacturer, client, entity, or person and may
not
develop, update, improve or modify the System without the sole written authority
of GLOBAL. Any such developments, improvements, modifications, updates, designs,
alterations, and/or enhancements arising therefrom are and shall remain at
all
times the sole property of XXXXXXXXX and are and shall remain the sole
entitlement of GLOBAL by way of its assignment from XXXXXXXXX. GLOBAL shall
maintain its entitlement to all rights, including copyrights, in and to updated
and modified versions and derivative works of the System without requiring
permission from YANKUANG and without incurring any payment
obligations
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
7.
|
GLOBAL's
Use of the Systems
|
GLOBAL
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.
GLOBAL 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 GLOBAL's marketing or distribution of the System
unless otherwise permitted in writing, in advance, from GLOBAL.
|
10.
|
Assignment.
|
GLOBAL
may assign this TPA or any obligation herein without the prior written consent
of YANKUANG. This TPA 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 TPA or
any
part hereto.
|
11.
|
Entire
Agreement.
|
This
TPA
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 GLOBAL concerning its subject matter. This TPA may not be modified
except in writing and signed by both Parties.
|
12.
|
Return
of Documentation and
records.
|
YANKUANG
when requested by GLOBAL, will deliver to GLOBAL 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 GLOBAL. All records including test results,
laboratory analyses, plans, blue prints, designs etc, shall be maintained for
GLOBAL by YANKUANG in. a suitably secure fashion so as to avoid their unintended
dissemination to unrelated third parties or competitors of GLOBAL. 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 GLOBAL.
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
13.
|
Severability.
|
If
any
provision of this TPA is declared by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions of this TPA
nevertheless will continue in full force and effect without being impaired
or
invalidated in any way.
|
14.
|
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
Manufacturer:
YANKUANG
If
to
GLOBAL:
Dr.
CA
XxXxxxxxx
President
and Chief Executive Officer
GLOBAL
CB13277
Cable Beach Nassau
Bahamas.
|
15.
|
Relationship
of the Parties.
|
The
relationship between YANKUANG and GLOBAL under this TPA is that of Permittee
and
Permitting Party. Nothing in this TPA 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 GLOBAL has any neither express
nor implied right or authority under this TPA 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.
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
16.
|
Headings.
|
Headings
used in this TPA are provided for convenience only and shall not be used to
construe meaning or intent.
IN
WITNESS WHEREOF, the parties have executed this TPA the ____ day of ___________,
2003.
FOR
GLOBAL,
BY:_______________________
dated
this day
of
December 2007
Dr.
CA
XxXxxxxxx
Chairman
and Chief Executive Officer
Global
Environmental Energy Corp.,
For
and
on behalf of Global Environmental Energy Corp.,
FOR
YANKUANG
BY:_______________________
dated
this day
of
December 2007
Mr.
Chairman
Shenzhen
Branch of the Yankuang Group Company Limited its owners, subsidiaries,
affiliates, successors and or assigns.
Witness
BY:_______________________
dated
this day
of
December 2007
Witness:
Witness:
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
And
now
enter Dr. CA XxXxxxxxx who signifies acceptance of all of the undertakings
and
obligations of this TPA in his favor as third party beneficiary
thereof.
Dr.
CA
XxXxxxxxx
(end)
(rest
of
page left intentionally blank)
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
Appendix
A-1
SECURITY
PROTOCOLS
|
I.
|
Security
and Control of Personnel with Access to Technical Materials And
Information
|
|
A.
|
All
personnel with access to confidential information or materials will
be
required to execute a personal confidentiality agreement and there
after
shall be designated "Authorized Personnel". The "Personal Confidentiality
Document" Xxxxxxxx X0 form is attached
herein.
|
|
II.
|
Security
and Control of Computer Hardware and
Software
|
|
A.
|
Technical
information will be stored in secured folders/files with access limited
to
personnel having signed a personal confidentiality
agreement.
|
|
B.
|
Confidential
data will be stored in secured folders using state of the art inscription
software. At a minimum the encryption software will contain 128 bit
data
encryption, multiple authentication methods to insure that contents
are
inherently secure where ever its distributed or
stored.
|
|
C.
|
A
central log of user and administrator actions will provide a complete
audit trail of all activities.
|
|
III.
|
Drawing
and Document Control
|
|
A.
|
Distribution
of drawings and documents containing confidential information will
be
distributed to Authorized Personnel only on an "as needed" basis
and
returned to a secured storage location
daily.
|
|
B.
|
A
central log will be maintained to provide an audit trail of who had
drawings for what period of time.
|
|
C.
|
All
fabrication cut sheets, working drawings, spool sheets and any other
uncontrolled drawings shall be prepared, by Authorized Personnel,
in such
a way as to not divulge any confidential
information.
|
|
IV.
|
Vendor
Security and Control
|
|
A.
|
Any
vendor or other third party that requires access to confidential
information or to the physical internal workings of the BiosphereTM
system
will be subject to all applicable security protocols as described
herein.
The "Vendor Confidentiality Document" herewith as Appendix El as
form is
attached herein.
|
|
B.
|
A
central log will be maintained to provide an audit trail of who had
confidential information and or access to the unit for what period
of
time.
|
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
|
V.
|
Site
Access and Security
|
|
A.
|
Access
to the manufacture sites will be strictly controlled by professional
security personnel. An entry and exit log will be maintained providing
an
audit trail of access to the facilities on a twenty-four hour, seven-day
per week basis.
|
|
B.
|
During
non-working hours the BiosphereTM
unit will be locked in a secure building with restricted
access.
|
|
C.
|
The
actual assembly of the BiosphereTM
units will be performed only by Authorized Personnel in shops that
have
restricted access.
|
|
D.
|
Surveillance
cameras will be utilized to further monitor the storage and assembly
areas
of the BiosphereTM
units.
|
|
VI.
|
Security
Audit Procedure.
|
(This
section has to be agreed)
(end)
(rest
of
page left intentionally blank)
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
APPENDIX
"E I"
Confidentiality,
Non-Use and Non-Competition Agreement
THIS
CONFIDENTIALITY, NON-USE AND NON-COMPETITION AGREEMENT ("Agreement") is executed
and delivered on this ____day of _____________, by and between GLOBAL ("GLOBAL")
with its principal office at CB13277 Cable Beach Nassau Bahamas, and
Shenzhen
Branch of the Yankuang Group Company Limited, (“YANKUANG”) a limited liability
company formed under the Laws of the Peoples Republic of China, with its
principal mailing address at
Both
GLOBAL and YANKUANG may be referred to from time to time collectively as the
"parties."
WITNESSETH:
WHEREAS, Dr. C.A. XxXxxxxxx (XxXxxxxxx) has developed a proprietary system,
the
Biosphere ProcessÔSystem
(System) and associated know how developed prior to this Agreement, or during
the course of the undertakings called for in this Agreement, which XxXxxxxxx
has
assigned to GLOBAL for purposes of commercial marketing, manufacturing and
development pursuant to that "Assignment of _________________________ "
("Assignment"); and
WHEREAS,
GLOBAL is obligated by the Assignment to protect all rights of ownership and
interest in and to the Systems as required by the Assignment and by law;
and
WHEREAS,
GLOBAL and YANKUANG have entered into a Manufacturing Agreement on day of 2003,
in New Orleans, Louisiana (Manufacturing Agreement) by which YANKUANG is engaged
as a non-exclusive general contractor to manufacture one or more Systems in
those numbers as Ordered on a cost plus basis; arid
WHEREAS,
the Manufacturing Agreement was declared and intended by GLOBAL and YANKUANG
to
have effect only in the event that certain Appendices were executed, including
this "Confidentiality Non-Use and Non-Competition Agreement" to be marked and
identified as "Appendix E I" to the Manufacturing Agreement, and incorporated
into said Manufacturing Agreement by reference; and
WHEREAS,
YANKUANG, pursuant to the obligations called for in the Manufacturing Agreement
and intending to receive the consideration given and realize the advantages
accruing by reason of entering into the Manufacturing Agreement with GLOBAL,
now
acknowledges and signifies the intent of YANKUANG to execute this Appendix
El
and obligate and bind YANKUANG and all others doing business with YANKUANG
to
undertake the following duties and obligations all attendant to any undertaking
with YANKUANG:
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
Definitions:
Confidential
Information - includes all information regarding System that is not in the
public domain, including information concerning names of suppliers, names of
customers, business contacts, marketing strategies and financial information,
was well as information, technical data, trade secrets and know how concerning
operations, processes, plans, methods, design features, functional or mechanical
designs, tolerances, materials of construction, internal or external component
sizing, configuration or orientation, manufacturing techniques, fabrication
sequence, division of skilled and unskilled fabrication labor, welding
techniques, heat treating techniques, inspection techniques, construction jigs,
rigging, bracing and packing, and other proprietary information relating to
the
same.
|
1.
|
Restriction
on Use of Confidential Information.
|
1.1
YANKUANG agrees to receive the Confidential Information in confidence and not
to
use the Confidential Information for any purpose other than to perform its
obligations under the Manufacturing Agreement between YANKUANG AND
GLOBAL.
|
2.
|
Restriction
on Disclosure of Confidential
Information.
|
2.1
YANKUANG agrees not to disclose the Confidential Information to any person,
other than (a.) to YANKUANG's agents, employees and subcontractors or any other
person or entity who has any relationship with YANKUANG related to YANKUANG's
manufacture of Systems, including but not limited to the provision of labor,
material and services (Providers) and of said Providers, only to those Providers
who have a need to know the Confidential information, provided that each such
Provider receiving any of the Confidential Information shall be advised of
the
nature of the Confidential Information and shall be under the obligation of
maintaining the Confidential Information in confidence. Neither YANKUANG nor
Provider shall release Confidential Information unless notice shall be given
to
GLOBAL and XxXxxxxxx in writing prior to the proposed release of the
Confidential Information setting forth the Confidential Information to be
released and the identity of the person or entity to whom such information
is to
be released and either GLOBAL or XxXxxxxxx consents to the release in writing
or
when the release of the Confidential Information is necessary for the
construction of a System for which a Purchase Order has been delivered to
YANKUANG and accepted by YANKUANG. Further, YANKUANG shall make as a condition
precedent to the execution of any agreement with Provider that Provider shall,
as a condition of relationship with YANKUANG, assume and obligate himself to
observe all of the obligations, duties and responsibilities owed by YANKUANG
to
GLOBAL and XxXxxxxxx as set forth in this Appendix E and the Management
Agreement relative to the Confidential Information. Failure of YANKUANG or
Provider to comply with the foregoing obligations, duties and responsibilities
shall constitute grounds for the declaration of an immediate default on YANKUANG
or Provider.
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
2.2
In
the event that a governmental, regulatory or judicial entity orders the
disclosure of the Confidential Information pursuant to summons, subpoena or
discovery order, then and in that event YANKUANG or Providers who receives
any
summons, subpoena or discovery order shall immediately notify GLOBAL or
XxXxxxxxx by the quickest available means of communication of the existence
of
any such summons, subpoena or discovery order. Failure of either YANKUANG or
the
Provider to notify GLOBAL or XxXxxxxxx as required above shall constitute
grounds for the declaration of an immediate default by GLOBAL or
XxXxxxxxx.
3.
Covenant Against Competition. YANKUANG and Providers agrees that for a period
of
fifteen years (15) following the termination or expiration of the Manufacturing
Agreement that neither YANKUANG or Provider will directly or indirectly engage
in the manufacture, maintenance or servicing of the Systems and component parts
unless pursuant to a written agreement with either GLOBAL or
XxXxxxxxx.
4.
Acknowledgment and Waiver. YANKUANG and Providers acknowledge that the
provisions of Section 3 hereof may limit the ability of YANKUANG and Providers
to enter into markets served by GLOBAL or XxXxxxxxx, but nevertheless YANKUANG
and Providers agree and hereby acknowledge that (i) such provisions do not
impose a greater restraint than is necessary to protect the goodwill or other
business interests of GLOBAL and XxXxxxxxx, (ii) such provisions contain
reasonable limitations as to time and scope of activity to be restrained; and
(iii) the consideration provided hereunder, through or in connection with the
Manufacturing Agreement is sufficient compensation for the restrictions
contained in Section 3 of this Agreement.
5.
Return
of Confidential Information. YANKUANG and Providers agree that upon request
of
GLOBAL or XxXxxxxxx to promptly return to GLOBAL or XxXxxxxxx all originals
or
copies in whatever form of all Confidential Information and shall promptly
destroy all notes, summaries and other materials incorporating, analyzing or
summarizing such Confidential Information.
6.
Enforcement. YANKUANG and Providers acknowledge that the Confidential
Information is unique and valuable to GLOBAL and XxXxxxxxx, that GLOBAL and
XxXxxxxxx would suffer irreparable injury if YANKUANG or Providers undertake
or
allow actions prohibited by this Agreement, and that a monetary remedy at law
for any breach or attempted breach of the covenants set forth in this Agreement
will be inadequate. Accordingly, YANKUANG and Providers agree that either
GLOBAL, XxXxxxxxx or both are entitled to specific performance and injunctive
and other equitable relief in case of any such breach or attempted breach of
this Agreement or the Manufacturing Agreement by YANKUANG or Providers. The
prevailing Party in any such proceeding shall be entitled to recover its costs
and attorney fees incurred by it from the non-prevailing Parties.
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
7.
The
obligations set forth above regarding Confidential Information shall not apply
to information which either GLOBAL or Provider can show was at the time of
its
disclosure a part of the public domain through publication or otherwise. An
individual feature of the Confidential Information shall not be considered
as
exempt from the protection of this Agreement merely because the feature is
embraced by more general information within the exception. A combination of
features of Confidential Information shall not be considered within the above
exception unless the combination itself and its principle of operation are
within the exception.
8.
YANKUANG is obligated to have each and every Provider execute an agreement
in
that form and language, as set out in Xxxxxxxx X0 to the Manufacturing
Agreement, which Xxxxxxxx X0 is deemed incorporated herein by reference
hereto.
9.
Severability. In the event that any term, condition or provision of this
Agreement is held to be unenforceable by any court or other duly constituted
legal authority, the remainder of this Agreement shall remain in full force
and
effect.
10.
Survival. Except as otherwise provided herein, the terms and provisions of
this
Agreement shall indefinitely survive the termination or expiration of the
relationship between YANKUANG, GLOBAL and XxXxxxxxx. Executed and effective
as
of the date first set forth hereinabove.
_______________________________________
By:
FOR
GLOBAL,
BY:_______________________
dated
this___ day
of
December 2007
Dr.
CA
XxXxxxxxx
Chairman
and Chief Executive Officer
Global
Environmental Energy Corp.,
For
and
on behalf of Global Environmental Energy Corp.,
FOR
YANKUANG
BY:_______________________
dated
this___ day
of
December 2007
Mr.
.
Chairman
Shenzhen
Branch of the Yankuang Group Company Limited its owners, subsidiaries,
affiliates, successors and or assigns.
Shenzhen
Branch of the Yankuang Group Company Limited
and
Global Environmental Energy Corp December 2007
Witness
BY:_______________________
dated
this___ day
of
December 2007
AND
NOW
ENTERS XxXxxxxxx who hereby accept the benefits and obligations of this
Agreement in his favor and accepting the performance of obligations by GLOBAL
and YANKUANG as third party beneficiary thereof, as signified by his signature
appearing below and in the presence of undersigned witnesses.
_______________________________________
Dr.
CA
XxXxxxxxx (individually)
_______________________________________
witness
______________________________________
witness
(end)
(rest
of
page left intentionally blank)
