Exhibit 99.1
Date: 21st day of February 2012
Cooperative Agreement
between
Stevia Corp.
and
Guangzhou Health China Technology Development Company Limited
THIS COOPERATIVE AGREEMENT ("AGREEMENT") is dated the 21st day of February 2012
("Effective Date") and entered into
BETWEEN:
(1) STEVIA CORP. ("STEVIA CORP"), a publicly traded corporation (OTCBB: STEV)
organized under the laws of the State of Nevada of the United States, with
its corporate office located at 0000 XX 00 Xxxxx, Xxxxxxxxxxxx, XX 00000
XXX
Represented by: XXXXXX X XXXXXXXXXXXX
Title: President
Tel number: x(0) 000-000-0000
Fax number: x(0) 000-000-0000
AND
(2) GUANGZHOU HEALTH CHINA TECHNOLOGY DEVELOPMENT COMPANY LIMITED ("HEALTH"),
Company No _____________, a foreign-invested limited liability company
incorporated in Panyu District, Guangzhou, Peoples Republic of China and
whose registered office is at _________________________________________
___________________________________________________________________________
Represented by: _____________________________
Title: _____________________________
Tel number: _____________________________
Fax number: +( )_______________________
+( )_______________________
WHEREAS:
(A) Stevia Corp is an agri-technology company focused on the economic
development of crops including Stevia and best practice agriculture and
processing practices in order to deliver high value crops and crop
derivatives through proprietary plant breeding, excellent agricultural
inputs, innovative systems and methodologies, post-harvest techniques and
processes; and
(B) Health engages in the research and development of agriculture technology
and biotechnology and has successfully commercialized several technologies
applicable to both agriculture and aquaculture; and
(C) Stevia Corp and Health (the "Parties") desire to explore potential
technology partnerships.
NOW IT IS HEREBY AGREED AS FOLLOWS:
1. INTENT TO ENTER INTO TECHNOLOGY PARTNERSHIPS
1.1 The Parties agree to explore potential technology partnerships with the
intent to formalize a joint venture to scale existing proven technologies.
1.2 The Parties agree to conduct trials to test the efficacy of the
technologies as it applies specifically to Stevia Corp's business model as
well as the marketability of harvests produced utilizing the technologies.
2. ACCESS TO INFORMATION
2.1 Health agrees to share all available information of its business structure
and technologies to Stevia Corp and/or its professional advisors, subject
to Article 4 (Confidentiality).
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2.2 Health agrees to permit Stevia Corp or Stevia Corp's representative at all
reasonable times to enter Health's premises and grow-out sites for the
purpose of inspecting the production, processing, packaging and storage
operation (whether or not owned by Health) relating to Health's business,
and will as reasonably requested by Stevia Corp, supply without cost random
samples of products/harvests for testing by Stevia Corp or its
representatives.
3. SCOPE OF COOPERATION
3.1 The Parties agree to evaluate all of Health's current technologies and
businesses to assess which ones will be the most promising to scale.
3.2 The Parties intend to set up a joint venture to pursue the most promising
technologies and businesses.
3.3 Further to evaluating Health's technologies and businesses, the Parties
agree to evaluate the corporate structure of Health and its affiliates and
to propose a new corporate structure.
3.4 The Parties agree to explore and evaluate the opportunities presented by
Health's additional affiliate companies and their technologies on the same
terms as this Agreement.
4. CONFIDENTIALITY
4.1 Subject to the provisions of clauses 4.2 and 4.3, each party:
(A) shall treat as strictly confidential and use solely for the purposes
contemplated by this Agreement all information, whether technical or
commercial, obtained or received by it as a result of entering into or
performing its obligations under this Agreement and relating to the
negotiations relating to, or the provisions, or subject matter of,
this Agreement or any other party to it ("confidential information");
(B) shall not, except with the prior written consent of the Party from
whom the confidential information was obtained, publish or otherwise
disclose to any person any confidential information except for the
purposes contemplated by this Agreement; and
(C) where any of the confidential information is also privileged, the
waiver of such privilege is limited to the purposes of this Agreement
and does not and is not intended to result in any wider waiver of the
privilege and each Party shall take all reasonable steps to protect
the privilege of the other Party in its respective confidential
information and shall advice the other Party promptly in writing if
any step is taken by any other person to obtain any privileged
confidential information of the other Party.
4.2 PERMITTED DISCLOSURES
Each party may disclose confidential information which would otherwise be
subject to clause 4.1 if, and only to the extent that it can demonstrate
that:
(A) such disclosure is required by law or by any securities exchange or
regulatory or governmental body having jurisdiction over it, wherever
situated, and whether or not the requirement has the force of law;
(B) the confidential information was lawfully in its possession prior to
its disclosure by the other party (as evidenced by written records)
and had not been obtained from the other party;
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(C) the confidential information has come into the public domain other
than through its fault or the fault of any person to whom the
confidential information has been disclosed in accordance with clause
4.1;
provided that any such disclosure shall not be made without prior
consultation with the Party from whom the confidential information was
obtained.
4.3 DISCLOSURES TO CERTAIN PARTIES
Each party may for the purposes contemplated by this Agreement disclose
confidential information to the following persons or any of them, provided
that a written confidentiality undertaking in a form equivalent to clause
4.1 has been obtained from such person:
(A) its professional advisers, auditors, bankers and insurers, acting as
such; and
(B) its directors, officers, senior employees and sub-contractors.
4.4 SURVIVAL OF RESTRICTIONS
The restrictions contained in this clause shall survive the termination of
this Agreement and shall continue for two years from the date of
termination.
5. WARRANTIES
Health hereby separately represents warrants and undertakes for itself to
and with Stevia Corps and its successors in title as follows:
A) Health has full legal right, power and authority to execute, deliver
and perform their obligations under this Agreement; and
B) There is no provision of any existing contract, agreement or
instrument binding Health which has been or would be contravened by
the execution and delivery of this Agreement or by the performance or
observance by Health of any of the terms hereof.
Stevia Corp hereby separately represents warrants and undertakes for itself
to and with Health and its successors in title as follows:
A) Stevia Corp has full legal right, power and authority to execute,
deliver and perform their obligations under this Agreement; and
B) There is no provision of any existing contract, agreement or
instrument binding Stevia Corp, which has been or would be contravened
by the execution and delivery of this Agreement or by the performance
or observance by Stevia Corp of any of the terms hereof.
6. TERMINATION
6.1 This Agreement sets out the intent of the Parties so that they might
conduct analysis of potential technologies and business arrangements and
enter into negotiations to confirm formal business structures.
6.2 Either Party may terminate this Agreement forthwith by giving written
notice to the other subject to clause 4.4.
7. RELATIONSHIP OF THE PARTIES
(A) Nothing in this Agreement shall constitute, or be deemed to constitute
a partnership between the parties, nor except as expressly provided,
shall it constitute, or be deemed to constitute, any party as the
agent of any other party for any purpose.
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(B) Subject to any express provisions to the contrary in this Agreement,
neither Party shall have the right or authority to and shall not do
any act, enter into any contract, make any representation, give any
warranty, incur any liability, assume any obligation, whether express
or implied, of any kind on behalf of the other Party or bind the other
Party in any way.
THIS SECTION OF THE PAGE IS INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, each of the Parties has executed this Agreement in a manner
binding upon it as of the Effective Date set forth above.
SIGNED BY /s/ Xxxxxx Xxxxxxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxxxxxx
FOR AND BEHALF OF
STEVIA CORP.
in the presence of:
--------------------------------
Name:
ID:
SIGNED BY /s/
----------------------------------------
Name:
FOR AND BEHALF OF
GUANGZHOU HEALTH CHINA TECHNOLOGY DEVELOPMENT COMPANY LIMITED
in the presence of:
--------------------------------
Name:
ID
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