BIOSPHERE DEVELOPMENT CORP (BAHAMAS) BIOSPHERE TECHNOLOGY LICENSE AGREEMENT License number BTLA-2008-04 awarded to
BIOSPHERE
DEVELOPMENT CORP
(BAHAMAS)
BIOSPHERE
TECHNOLOGY LICENSE
AGREEMENT
License
number BTLA-2008-04
awarded
to
INDISPORNE
LIMITED
June
2 2008
Biosphere Development Corp hereby
licenses INDISPORNE
LIMITED on a non-exclusive
basis for an initial period of 5 years with subsequent rollover options for
further 5 to 10 year periods, providing INDISPORNE
LIMITED reaches and
maintains sales of a minimum of twenty five (25) x 6MW/hr Biosphere Process
System’s during the term of the contract to use Biosphere System Technology for
the purpose of marketing, selling, leasing and operating Biosphere Process
Systems in Thailand using the Bio Sphere technology. 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
INDISPORNE
LIMITED 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
P.O. Box
13277 Cable Beach
Nassau
Bahamas.
This
BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”)
is granted on June 2 2008 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 INDISPORNE
LIMITED (hereinafter referred to as " INDISPORNE")
its owners, subsidiaries, affiliates, successors and or assigns, a corporation
incorporated under the laws of The British Virgin Islands, using a
mailing address in Thailand at Bangkapi Mansion, Suite 16B (16th floor),
00 Xxx 00, Xxxxxxxxx xxxx, Xxxxxxxxx, Xxxxxxx 00000, Xxxxxxxx
,
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.
BDC
hereby permits INDISPORNE,
on the basis of this BTLA, and INDISPORNE hereby acknowledges all of the
obligations of this BTLA by which INDISPORNE is allowed exclusive use of the
Biosphere technology and documentation for the purpose of marketing, selling,
leasing and operating Systems in the licensed Countries. The Parties agree that
this BTLA is given by BDC to INDISPORNE solely and only for the purpose of
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 INDISPORNE 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.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, the Parties agree as follows:
|
1.
|
Disclosure:
|
BDC
hereby permits access by INDISPORNE to such technological information as is
needed for INDISPORNE to sell, lease and or operate Biosphere Process
Systems.
Page
2 of 7
|
2.
|
Consideration
for Permit.
|
BDC
grants this license for a period of five years in return for:
1).
Indisporne Limited., selling 25 Biosphere Process System’s per the term of the
agreement, for $ 8 million per system.
2). The
payment to BDC by Indisporne Limited of an annual royalty equal to……….. of the
gross revenue after expenses and taxes, generated by the use of Biosphere System
sold under this license for the complete operational life time of the Systems.
The mechanism for auditing, protecting and collecting this annual royalty fee
will be developed between the parties and appended hereto within 30 days of the
date hereto.
3. Manufacturing.
Biosphere
Development Corp agrees to review its manufacturing agreements to provide for
Biosphere Process System manufacturing facilities in Thailand if commercially
viable.
|
4.
|
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.
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.
|
5.
|
No
Brokers.
|
All
negotiations relative to this BTLA have been conducted by BDC directly with
INDISPORNE, 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.
Page
3 of 7
6.
Consents, Further
Instruments and Cooperation.
INDISPORNE
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
INDISPORNE’s reasonable request. INDISPORNE 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.
7.
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.
INDISPORNE and 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
XxXxxxxxx. INDISPORNE 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 unless otherwise permitted in writing, in advance, from
BDC.
|
8.
|
No
Assignment.
|
INDISPORNE
may not assign this BTLA or any obligation herein without the prior written
consent of BDC, which will not be unreasonably withheld. INDISPORNE
is not restricted from assigning portions of its obligations to subsidiaries
while in the process of purchasing and operating additional systems, nor is
INDISPORNE restricted from sub-contracting with companies in its normal course
of business, in order to remain competitive, as referenced in Section 9. 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. INDISPORNE may not assign this BTLA or any part hereto
Page
4 of 7
|
9.
|
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
INDISPORNE and BDC concerning its subject matter. This BTLA may not be modified
except in writing and signed by both Parties.
|
10.
|
Return
of Documentation and
records.
|
INDISPORNE
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, and architectural drawings,
and shall maintain a complete documentary record of any and all activities
performed under this agreement. INDISPORNE 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 INDISPORNE in a suitably
secure fashion so as to avoid their unintended dissemination to unrelated third
parties or competitors of BDC. INDISPORNE is expressly forbidden from providing any
information, documentation, designs, plans or operating information to any third
party without the express written consent of both XXXXXXXXX and
BDC.
|
11.
|
Severability.
|
A. This
Agreement shall be interpreted and construed according to, and governed by, the
law in force in the Commonwealth of the Bahamas, and the parties irrevocably
submit to the non-exclusive jurisdiction of the courts of the Commonwealth of
the Bahamas for determining any dispute concerning this agreement.
B. 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.
C. In
any action or proceeding to enforce rights under the agreement, the prevailing
party will be entitled to recover its costs and attorneys'
fees.
Page
5 of 7
|
12.
|
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 INDISPORNE:
|
Xxxxx
Xxxxxxx
|
|
Bangkapi
Mansion, # 16B (16th
floor),
|
|
|
00
Xxx 00, Xxxxxxxxx xxxx,
|
|
|
Klongtoey,
Bangkok 10110
|
|
|
Thailand
|
|
|
Tel
|
x00
(0) 0 000 0000
|
|
Fax
|
-
|
|
Email.
|
xxxxxxxxxxxxxx@xxxxx.xxx
|
|
If
to BDC:
|
Dr.
CA XxXxxxxxx
|
|
Chairman
|
|
|
Biosphere
Development Corp
|
|
|
P.O.
Box 13277 Cable Beach
|
|
|
Nassau
Bahamas.
|
|
|
Tel
|
x0
000 000 0000
|
|
Fax
|
x0
000 000 0000
|
|
Email
|
xxxx0000@xxx.xxx
|
|
13.
|
Relationship
of the Parties.
|
The
relationship between INDISPORNE 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 INDISPORNE 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.
|
14.
|
Headings.
|
Headings
used in this BTLA are provided for convenience only and shall not be used to
construe meaning or intent.
Page
6 of 7
IN
WITNESS WHEREOF, the parties have executed this BTLA the 2nd day of
June 2008.
FOR Indisporne
Limited
|
BY:
|
Witness:
|
|||
|
Xxxxx
Xxxxxxx
|
||||
|
For
and on behalf of
|
||||
|
Indisporne
Limited (BVI)
|
||||
|
FOR
Biosphere Development Corp (Bahamas)
|
||||
|
BY:
|
Witness:
|
|||
|
Dr.
CA XxXxxxxxx
|
||||
|
Chairman
|
||||
|
Biosphere
Development Corp
|
||||
|
P.O.
Box 13277 Cable Beach
|
||||
|
Nassau
Bahamas.
|
||||
|
For
and on behalf of Biosphere Development Corp
(Bahamas).
|
||||
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.
|
Witness:
|
|||
|
Dr.
CA XxXxxxxxx
|
Page
7 of 7
