EXHIBIT 10.18
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT is made on the 29 day of March, 1999, between
SOLPOWER CORPORATION ("SOLPOWER") a Nevada corporation with offices at 0000 Xxxx
Xxxxxxx Xxxxx, #000, Xxxxxxxxxx, XX 00000, and PROTOCOL RESOURCE MANAGEMENT INC.
("PROTOCOL") an Ontario corporation with offices at 330 Industrial Parkway
South, Aurora, Ontario, Canada 4LG 3V7.
WHEREAS
A. SOLPOWER is entitled to manufacture, distribute, market and sell in respect
of a product, a description of which is contained in Appendix "A" attached
hereto ("the Product") which term shall be deemed to include any modifications,
alterations and improvements to the Product.
B. SOLPOWER is a corporation incorporated in the United States of America with
its registered office situated in Carson City, Nevada.
C. PROTOCOL is a company incorporated in Canada with its registered office
situated in Aurora, Ontario.
D. It is the intention of the parties that this Agreement be supplemental and,
if necessary, modified by further agreement as and when appropriate.
E. The purpose of this Agreement is to record the terms and conditions and
involvement of the parties hereto in the Joint Venture and related matters.
NOW THIS AGREEMENT WITNESSES as follows:
1. GENERAL
1.1 Definitions
In this Agreement unless there is something in the subject or context
inconsistent with the following expressions, then each shall have the following
meaning:
a) "This Agreement means this Joint Venture Agreement as the same may be amended
or supplemented from time to time and the schedules attached hereto:
b) "The Business" means the manufacture, marketing and distribution of the
Product and such other products are as agreed from time to time in North
America.
c) "Business Day" means a day (not being Saturday, Sunday of public holiday) on
which Banks are open for business in Xxxxxx, Xxxxxxx, Xxxxxx;
d) "Date" means XXX 1999.
e) "Dollars" or "$" means US Dollars unless otherwise expressly provided;
f) "Manager" shall mean the management team appointed to operate The Business;
g) "Shareholders" means Solpower and Protocol pursuant to the terms of this
Agreement:
h) "Shareholders Agreement" means an agreement which sets out the terms agreed
between the Shareholders for differential funding, differential ownership or any
other matters agreed between the Shareholders in relation to the Business
annexed as Appendix B.
i) "License Agreement" means the License Agreement in the form substantially
similar to the Agreement annexed as Appendix C;
j) "Prescribed Equity" means in relation to each Joint Venturer, the following
percentages:
SOLPOWER 50%
PROTOCOL 50%
k) "Product" shall mean SP34E refrigerant as described in the Product
Description annexed as Appendix A.
l) "Terms" means five years from the date of this Agreement or as extended
pursuant to this Agreement.
1.2 Interpretation
In this Agreement unless the contrary intention appears:
a) a reference to a person includes a reference to a company, corporation, firm,
association or other entity, and vice versa;
b) the singular includes the plural and vice versa;
c) A reference to any gender includes a reference to all other genders;
d) A reference to any legislation or to any provision of any legislation
includes a reference to any modification or re-enactment or any provision
substituted for such legislation or provisions;
e) An agreement, representation or warranty made by two or more persons is made
by them jointly and by each of them severally; and
2
f) An agreement, representation or warranty made in favor of two or more persons
is made for the benefit of them jointly and for each of them severally.
1.3 Heading
Headings are inserted for convenience only and do not affect the interpretation
of this Agreement.
1.4 Weekends & Holidays
Where any act is required by this Agreement, to be done in a given day and that
day is not a Business Day, then the act is required to be done on the next
following Business Day.
2. PURPOSE
The parties hereby acknowledge and declare that they have entered into this
Agreement for the purpose of funding, developing and exploiting the Business and
the Product and/or other products as are agreed from time to time between the
parties on the terms and conditions contained in this Agreement.
3. INCORPORATION OF SOLPOWER CANADA INC.
The parties agree to incorporate a corporation (hereinafter referred to as "the
Corporation") under the laws of the province of Ontario to otherwise conduct the
business of manufacturing and marketing the Product in the manner described in
this Agreement substantially as a Joint Venture.
4. APPOINTMENT OF MANAGER
The Joint Venturers agree to appoint Protocol as Manager of the Corporation
under the terms and conditions of the Management Agreement annexed as Appendix
D. Pursuant to the Management Agreement, Protocol shall charge a management fee
to the Corporation for the providing of the services of Manager.
5. FUNDING OF THE CORPORATION
5.1 Initial Capitalization
The initial capitalization of the Corporation shall be provided by the Joint
Venturers in proportion to their equity ownership. The capitalization shall
consist of a combination of debt and equity on a 3:1 basis. The total amount of
the initial capitalization shall be determined from the budget requirements
prepared by the Manager in order to commence operations.
3
5.2 Contribution of Assets by Protocol
SOLPOWER agrees that PROTOCOL may contribute assets required for production in
lieu of cash in the initial capitalization of the Business-see Appendix E.
5.3 Subsequent Funding
Upon reasonable written notice, the Joint Venturers agree that any further
funding required at any time by the Corporation shall be contributed in
accordance with the Shareholders' Agreement.
5.4 Expenditure Requirements
The Joint Venturers agree that at sixty days prior to the fiscal year end, the
Manager shall present their following year's capital expenditure requirements,
operating expenditure requirements and shareholder funding requirements to the
Shareholders for their consideration and approval.
6. MANAGER'S RESPONSIBILITIES
The Manager shall be in control and be empowered to manage the Business pursuant
to direction of the Corporation's Board as well as the Joint Venture Agreement
and the Management Agreement (the "Agreements"). However, unless otherwise
authorized in writing by the Board of the Corporation, the Manager has no
authority to operate outside the approved Budget and Business Plan.
Subject to the limitations provided herein, the resolutions from the Manager in
respect of matters arising from or in connection with this Agreement shall be
binding. Management tasks are those required to meet the expectations reflected
in the Business Plan approved by the Board.
The Joint Venturers shall appoint the Manager to act as their lawful attorney in
respect of any matters arising from or in connection with the Business.
At all times the Manager shall hold the assets to which the Corporation is
legally entitled on behalf of and on trust for the Joint Venturers.
The resolutions of the Corporation in respect of matters arising from or in
connection with this Agreement shall be binding upon all the parties hereto.
The Manager shall prepare and submit a proposed annual operating budget (the
"Budget") to the Board of Directors of the Corporation. Furthermore the Manager
shall prepare and submit a proposed business plan (the "Business Plan") to the
Board of Directors of the Corporation. The Budget and the Business Plan shall be
submitted to the Board of Directors of the Corporation on or before 1 November
of each fiscal year and shall apply to the twelve (12) months period beginning
on 1 January of the next fiscal year.
4
The budget shall include without limitations projections on accrual basis of
receipts, required expenditures, cash flows, and project capital expenditures
for the period covered thereby.
The business plan shall include without limitations: - description of any
activity proposed to be undertaken - projected annual income statement -
projected income statement as of the end of the fiscal year - schedule of
projected Net Cash Flow and Net Operating Income for such fiscal year -
marketing plan - description of any capital expenditures - production schedule -
description of the proposed investments.
Notwithstanding the above, PROTOCOL, acknowledges and agrees that all matters
relating to manufacturing standards, protocols and know-how in relation to the
Product shall be determined by SOLPOWER pursuant to the License Agreement.
7. LICENSE
SOLPOWER shall grant to the Corporation a license to manufacture the refrigerant
SP34E pursuant to the Licensing Agreement. The Corporation agrees to pay and
amount equal to $2.50 per kg as consideration for receiving the license. Such
amounts to be paid in quarterly installments on the tenth business day following
the end of the prior quarter of the Corporation. The amount shall be computed on
the basis of the refrigerant sold and delivered to customers in the prior
quarter.
8. ROYALTY
8.1 Royalty Payments
Alternatively or in addition to, the Corporation shall pay a royalty to
SOLPOWER, pursuant to the Royalty Agreement, attached as Appendix F, for every
kilogram of gas manufactured and sold by the Corporation to wholesalers, OEMs,
and refrigerant gas distributors. The royalty is to be established annually on
the basis of market pricing for the refrigerant. The royalty is computed monthly
on the basis of the refrigerant sold and delivered to customers in the month.
The royalty is to be paid monthly, in arrears sixty days from the end of the
month in which the royalty is earned.
8.2 Withholding Taxes
5
SOLPOWER agrees that the Corporation shall withhold and remit to Revenue Canada
any withholding taxes on the royalty as required under the Canadian Income tax
Act, on SOLPOWER'S behalf and remit the net royalty to SOLPOWER.
9. COMPOSITION OF THE BOARD OF DIRECTORS OF THE CORPORATION
The following provisions shall determine the composition from time to time of
the Board of Directors of the Corporation.
9.1 Composition of Board. Each Joint Venture shall be entitled to appoint two
Directors to the Board of the Corporation.
9.2 Quorum
a) The quorum necessary for the transaction of business by the Directors of the
Manager shall be two (2) Directors or more of the total number of directors,
being at least one (1) director representing each Joint Venturer present
throughout the meeting. If at the time appointed for any meeting a quorum is not
present, the meeting shall be dissolved and an adjourned meeting of directors
shall be held not less than seven (7) days after the day the time fixed for the
original meeting of the Directors provided that the appropriate written notice
for the time and place for such adjourned meeting of Directors shall be given to
every Director in the manner prescribed in sub-clause c) of this clause.
b) The Directors present at a meeting of Directors at least constituting one
representative of each Joint Venturer shall constitute the quorum.
c) Seven (7) days written notice of the time and place of every Meeting of
Directors of the Corporation shall be given to every Director for the time being
of the Corporation.
9.3 Voting
Questions arising at a meeting of Shareholders or a meeting of Directors shall
be determined by unanimous vote of the Shareholders or Directors present and
voting.
9.4 Appointment, Suspension & Renewal
a) By notice in writing to the other Joint Venturer, each Joint Venturer may
remove or suspend any of the persons appointed by it as a Director and appoint
another person in their place and may appoint another Director temporarily in
place of the person so removed or suspend or in place of a sick or absent
Director.
6
b) The parties agree that they will take all such steps as necessary to create
the Articles of Incorporation of the Corporation to give effect to the matters
in sub-clauses 9.1 a), b) and c) hereof.
10. TRANSFER OF SHARES IN THE CORPORATION
If any Shareholder of the Corporation transfers its shareholding in the
Corporation in accordance with the Articles, the transferring Shareholder shall
procure that the transferee, if not an existing Shareholder of the Corporation,
shall undertake to be bound by this Agreement as if an original party herein.
11. ACCOUNTS OF THE CORPORATION
11.1 Monthly profit/loss reporting
Within twenty (20) Business Days of the end of each Month in cash Financial
Year, the Manager shall cause to be prepared and distributed to the Joint
Venturers a profit and loss account for the Joint Venture for that month
prepared in accordance with generally accepted International accounting
standards consistently applied. They shall be prepared on accrual basis with
statements of income, cash flows and balance sheets.
11.2 Annual reporting
a) The accounts of the Corporation shall be audited by the Auditor as at the end
of each Financial Year. The Auditor shall be appointed by the Shareholders of
the Corporation.
b) The audited financial statements of the Corporation shall be presented to the
Board of Directors within sixty days of the Corporation's fiscal year end.
c) The fiscal year end of the Corporation shall be January 31.
12. RIGHT TO DIVIDENDS Unless the Joint Venturers otherwise agree, within fifty
(50) Business Days after the end of each Financial Year, there shall be
distributed out of the Corporation an amount equal to 1/3 of the after tax
profits for such preceding Financial Year, distributed by way of a dividend
declared by the Directors of the Corporation.
13. INTEREST IN THE PRODUCT/LICENCE AGREEMENT
a) PROTOCOL acknowledges that save for its interest in the Corporation, it has
no interest in the Product and its Product rights are subject to the License
Agreement.
b) The Manager shall forthwith enter into the License Agreement. PROTOCOL
acknowledges that its rights in or arising out of such License Agreement arose
solely as a result of this Agreement and any rights in respect of such License
Agreement shall terminate contemporaneously with the termination of the Joint
Venture.
7
14. RELATIONSHIP OF JOINT VENTURERES
14.1 Limit of Joint Venturer's Liabilities
Notwithstanding anything to the contrary herein contained, neither this
Agreement, nor any agreement referred to herein, nor the acts or omissions of
the Joint Venturers or any of them shall result nor are they intended to result
in the creation of a Partnership or other relationship whereby a Joint Venturer
shall be held responsible or liable for any act or omission of the other parties
or any of them either jointly or otherwise or shall authorize any Joint Venturer
to pledge the credit of the other Joint Venturer or shall impair the independent
status of any Joint Venturer or shall create any trust.
14.2 No Agency Created
No Joint Venturer shall act as or purport to act as the agent or make any
promise or representation on behalf of the other Joint Venturer without it's
express written approval.
14.3 Indemnity for Breach
The Joint Venturers' covenant and agree with each other to indemnify and keep
indemnified the other from and against any losses and damages which may arise in
respect of any breach of that Joint Venturer or any provisions of this
Agreement.
15. MUTUAL COVENANT
15.1 Each Party Fiduciary of the Other
Each party covenants and agrees with the other party that it is the fiduciary of
that other party in relation to the Joint Venture and to be just and faithful in
all its activities and dealings with such other party in relation to the Joint
Venture and otherwise to perform its obligations express or implied under the
terms of this Agreement. This obligation does not relate to any businesses other
than the businesses of the Joint Venture.
15.2 Parties to Keep Each Other Informed
The parties shall keep each other fully informed and aware of all their
respective activities in relation to this Agreement.
15.3 Parties to Assist Each Other
8
The parties shall assist each other and generally do all acts, matters and
things to ensure achievement of the objects of the Joint Venture.
15.4 Receipt of Money
Each of the parties covenants and agrees with one another that forthwith upon
the receipt of any moneys belonging to the Joint Venture such party shall pay
such moneys into the Business bank account.
15.5 Joint Venturers Not to Give Credit
Each Joint Venturer undertakes that it shall not without the consent of the
other in respect of the Joint Venture:
a) give any credit and/or lend any money on behalf of the Joint Venture to any
person, firm, company or entity other than in the ordinary course of business of
the Joint Venture conducted in a normal and proper manner;
b) borrow or raise any money or incur any debt on account of the Joint Venture;
c) except as herein before provided draw, accept or endorse any negotiable
instructions on account of the Joint Venture;
d) compound, release or discharge any debt which shall be due or owing to the
Joint Venture without receiving the full amount thereof;
e) guarantee, become bail, surely or security on behalf of the Joint Venture for
any person, firm, company or entity or do or knowingly suffer to be done
anything whereby the property or assets of the Joint Venture may be attached or
taken in execution;
f) incur any liabilities on behalf of the Joint Venture and/or employ any of the
moneys and/or effects thereof other than in the ordinary course of business on
behalf of the Joint Venture conduct in a normal and proper manner.
16. CONFIDENTIALITY
Any information which shall have been communicated by a Joint Venturer to any
other party in confidence under this Agreement or which in the reasonable
opinion of SOLPOWER or PROTOCOL ought to be regarded as "confidential
information", shall be treated by the recipient as confidential unless and until
any of the following events or circumstances shall occur:
a. it is published by the communicating party for use by outside parties;
b. it is contained in a published patent of equivalent specification;
c. it can be shown to have fallen into the public domain or become generally
known in the relevant industry.
"Confidential information" means business practices, products, inventions,
technology or confidential commercial information of the Party and its
affiliates, Confidential commercial information include without limitation
formulae, production processes, production equipment, product information, price
9
lists, customer lists, customer contact information, development and research
work marketing programs, plans, proposals, and other information about internal
systems, processes, concepts, practices, and procedures.
Assuming the recipient has reasonably protected the confidential information
from third parties, employees, subcontractors, agents, or advisors with their
execution of a Nondisclosure Agreement in substantially similar form as set out
in Appendix G, the following acts shall not be deemed to be a breach of the
above:
its disclosure occurs by its use in the product manufactured by the receiving
party;
its disclosure occurs in the ordinary course of the sale of such products by
inspection;
it has necessarily been disclosed by the receiving party to its customers or
users of the products or to their sub-contractors for repair, overhaul or other
necessary work, demonstration and service activities including supplying copies
of specifications in the ordinary course of business to purchasers and
PROSPECTIVE PURCHASERS of the products or to sub-contractors or manufacturers of
component parts;
upon advance written approval by Solpower, it is disclosed by reproduction of
specifications as may be absolutely necessary in advertising literature,
instructions books and spare parts lists;
its disclosure in necessary to bona fide sub-contractors and bidders to enable
them to perform their contract or make bids to the receiving party;
it is disclosed in any other comparable circumstances.
PROVIDED HOWEVER that in all the above cases any disclosure has been made bona
fide and to no greater degree than was necessary in the circumstances and with a
view to promoting the actual sale or use of the Products.
Any information communicated to one party hereunder may be disclosed by that
party to any sub-contractor properly appointed in accordance with this Agreement
and approved by Solpower, provided that the disclosing party procures that such
disclosure is limited to such officers or employees of the sub-contractor as
cannot properly fulfill their duties to the subcontractor without such
disclosure and to undertake in writing to keep such information confidential by
executing a NonDisclosure Agreement in substantially similar form as set out in
Appendix G of to the License Agreement.
17. DISPUTE DETERMINATION
17.1 Chief Executives to Consult
In the event that the Joint Venturers are in dispute regarding any matter
relating to the Corporation, the Joint Venture or otherwise arising out of this
Agreement then any Joint Venturer may notice in writing to the other Joint
Venturer refer the dispute to the Chief Executive of each Joint Venturer who
shall consult with one another in good faith and use their best endeavors to
resolve such dispute to the mutual satisfaction of both Joint Venturers without
the resort to litigation or arbitration.
10
17.2 Consultant
In the event that the Chief Executives cannot resolve the dispute within thirty
(30) days of referral, then any Joint Venture may give notice of particulars of
such dispute to the other Joint Venturer and require that such dispute be
resolved by a consultant acceptable to the Joint Venturers. The consultant who
has been agreed upon or appointed shall act as an expert and not as an
arbitrator and his decision (including any decision as to cost) shall be final
and binding upon the Parties.
17.3 Arbitration
If the Parties fail to reach an agreement on a consultant acceptable to both
Parties, the dispute between the Parties arising out of this Agreement shall be
submitted for arbitration.
18. REPRESENTATIONS & WARRANTIES
SOLPOWER represents and warrants to the other Joint Venturers that:
a. SOLPOWER is a duly incorporated corporation validly existing and in good
standing under the laws of Nevada, United States of America with all the
requisite power to enter into this Agreement and perform its obligations
hereunder;
this Agreement has been duly and validly authorized, executed and delivered by
SOLPOWER and constitutes SOLPOWER's legal, valid and binding obligation,
enforceable in accordance with its terms.
The execution, delivery and performance of this Agreement by SOLPOWER and the
consummation of the transactions contemplated hereby will not violate, breach,
conflict with of create adverse rights under any corporate charter, by-laws,
contract or agreement, or anything else to which SOLPOWER is a party or by which
SOLPOWER or its assets are subject.
PROTOCOL represents and warrants to the other Joint Venturers that:
PROTOCOL is a duly incorporated corporation validly existing and in good
standing under the laws Ontario, Canada with all the requisite power to enter
into this Agreement and perform its obligations hereunder;
this Agreement has been duly and validly authorized, executed and delivered by
PROTOCOL and constitutes PROTOCOL's legal, valid and binding obligation,
enforceable in accordance with its terms;
the execution, delivery and performance of this Agreement by PROTOCOL the
consummation of the transactions contemplated hereby will not violate, breach,
conflict with or create adverse rights under any corporate charter, by-laws,
contract or agreement, or anything else to which PROTOCOL is a party or by which
PROTOCOL or its assets are subject.
11
19. NOTICES
Unless and until the Joint Venturer provides a different address or facsimile
number by notice in writing to the other Joint Venturers to this Agreement, its
address will be known as:
If it is SOLPOWER:
Attention: Xx. Xxxxx X. Xxxxx
Address: 0000 X. Xxxxxxx Xxxxx, #000, Xxxxxxxxxx, Xxxxxxx, XXX 00000
Fax: 000-000-0000
If it is PROTOCOL:
Attention: Mr. Xxxxx Xxxxxxx
Address: 000 Xxxxxxxxxx Xxxxxxx Xxxxx, Xxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Fax: 000-000-0000
Any notice given as provided by this clause shall be deemed received by the
Joint Venture to whom it is addressed when:
a. in the case of any notice delivered by hand, when so delivered;
b. if sent by pre-paid post on the third clear business day after the date of
posting;
c. in the case of any notice sent by facsimile such notice, upon the issue of
the sender of a transmission control or other like report from the dispatching
facsimile machine which shows the relevant number of pages comprised in the
notice to have been sent and the result of the transmission is "OK", PROVIDED
ALWAYS that in the case of a facsimile notice the notice shall for the purposes
of this Agreement be deemed to have been duly signed if the name of the person
or company giving the notice on behalf of the Joint Venturers is affixed by
mechanical means or device on the said notice.
20. GOVERNING LAW
This Agreement shall be construed in accordance and shall be governed by the
laws for the time being in force in Canada regardless of the laws that might
otherwise govern under the applicable principals of conflict law.
21. JURISDICTION
Each of the parties irrevocably submits to and accepts the exclusive
jurisdiction of any of the Courts of Canada.
Each of the parties irrevocably waives and agrees to waive:
12
a. any immunity for the jurisdiction of any court for any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) which that Joint Venturer may have or in the
future acquire; and
any objection that the joint Venturer may now or in the future have to the
venue of any such legal process; and
the claim it may have now or in the future have that any such process has
been brought in an inconvenient forum.
22. MISCELLLANEOUS
22.1 Costs
Each of the parties hereto shall be responsible for its own costs and expenses
of and in connection with and incidental to the preparation and carrying into
effect of this Agreement and for the preparation of any document contemplated
hereunder provided that any stamp duty chargeable upon or in respect of this
Agreement or any document or instrument prepared pursuant to this Agreement or
contemplated hereunder shall be borne and paid by the Joint Venture.
22.2 Unavoidable Events
No failure or omission to carry out or observe any term of this Agreement will
give rise to a claim by any Joint Venturer against another or result in a breach
of this Agreement if such failure or omission arises by reason of delay or
inability to perform caused by war, whether declared or not, civil rebellion,
strike, fire, storm or other severe action of the elements, accident government
or statutory restriction or from similar causes which are unavoidable or beyond
reasonable control of the defaulting Joint Venturer.
22.3 Further Acts
Each of the parties will without further consideration sign, execute and deliver
any document and shall perform any other act which may be necessary or desirable
to give full effect to this Agreement.
22.4 Entire Understanding
Other than the Non-Disclosure Agreement previously executed and notwithstanding
this Agreement is still effective, this Agreement supersedes all prior
representations, arrangements, understandings and agreements between the parties
relating to the subject matter of this Agreement and sets forth the entire and
exclusive agreement and understanding between the parties relating to the
subject matter of this Agreement.
22.5 Successors & Assigns
13
This Agreement shall ensure to the benefit of and be binding upon each of the
parties and their respective successors and authorized assigns.
22.6 No Waiver or Variation
A provision of or a right created under this Agreement may not be waived or
varied except in writing signed by the party or parties to be bound by the
waiver or variation.
22.7 Partial Exercise of Rights
No single or partial exercise by any party of any right, power or remedy under
this Agreement shall preclude any other or further exercise of that or any other
right, power or remedy.
22.8 No Exclusion of Rights
The rights, powers, or remedies provided in this Agreement are cumulative with
and not exclusive of any rights powers or remedies provided independently of
this Agreement.
22.9 Severance
If any provision of this Agreement is judged invalid or unenforceable for any
reason whatsoever by a court of competent jurisdiction, such invalidity or
unenforceability (unless deletion of such provision would materially adversely
affect one of the parties) will not affect the operation or interpretation of
any other provision of this Agreement to the intent that the invalid or
unenforceable provision will be treated as severed from this Agreement.
22. 10 Application of Legislation
Unless application is mandatory by law, no legislation, proclamation, order,
regulation or moratorium whether present or future shall apply to the Agreement
so as to extinguish, impair, delay or otherwise alter the right, powers or
remedies of any of the parties.
22.11 Counterparts
This Agreement may consist of a number of counterparts, each of which when
executed shall be an original and all counterparts together shall constitute one
and the same instrument.
22.12 Provisions Survive Completion
14
Each provision of this Agreement is capable of having effect after completion
and each representation and warranty made in this Agreement shall survive the
execution, delivery and completion of this Agreement and the performance of all
obligations under this Agreement and shall not merge on completion.
22.13 Indemnity
Each indemnity under this Agreement is a continuing indemnity and shall
constitute a separate and independent obligation of the party giving the
indemnity from its other obligations under this Agreement and shall survive the
execution, delivery, completion and termination of this Agreement.
22.14 Powers of Attorney
In the event that this Agreement is executed under power of attorney, each of
the Attorneys executing this Agreement hereby warrant that he has at the time of
executing this Agreement no notice of revocation of the power of attorney under
the authority of which he executes this Agreement.
22.15 Recitals
The parties acknowledge that the recitals are true and correct and shall form
part of this Agreement.
IN WITNESS WHEREOF the parties hereto or their duly authorized representative
have executed this Agreement the day and year first hereinbefore written.
THE COMMON SEAL of SOLPOWER CORPORATION was hereunto affixed in accordance with
its Articles of Association in the presence of:
Per: /s/ XXXXX X. XXXXX
---------------------------------
Its: President and CEO
THE COMMON SEAL of PROTOCOL RESOURCE MANAGEMENT INC, was hereunto affixed in
accordance with its Articles of Association in the presence of
Per: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Its: President and CEO
APPENDIX A
PRODUCT DESCRIPTION
APPENDIX B
SHAREHOLDERS AGREEMENT
15
APPENDIX C
LICENSE AGREEMENT
APPENDIX D
MANAGEMENT AGREEMENT
APPENDIX E
CAPITAL CONTRIBUTED BY PROTOCOL
ITEM ASSIGNED VALUE
---- --------------
APPENDIX F
ROYALTY AGREEMENT
APPENDIX G
NONDISCLOSURE AGREEMENT
16
