BIOSPHERE DEVELOPMENT CORP (BAHAMAS) BIOSPHERE TECHNOLOGY LICENSE AGREEMENT License number BTLA-20093____ awarded to SC WASTE TO ENERGY SRL 5th June 2009
BIOSPHERE
DEVELOPMENT CORP
(BAHAMAS)
BIOSPHERE
TECHNOLOGY LICENSE
AGREEMENT
License
number BTLA-20093____
awarded
to
SC
WASTE TO ENERGY SRL
5th June
2009
Biosphere
Development Corp hereby licenses SC WASTE TO ENERGY SRL on an exclusive basis
for an initial period of 5 years with subsequent rollover options for further 5
to 10 year periods, providing SC WASTE TO ENERGY SRL.
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1)
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reaches
and maintains sales of a minimum of three (3) x 6MW/hr
Biosphere Process System’s per year with a 50% deposit due and payable on
the first one of these three systems upon the granting of the temporary
operating permit to allow its operation in
Romania.
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2)
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successfully
qualifies the Biosphere System under Romanian Law number 220/2008 “On
Establishing a System to Promote the Production of Renewably Generated
Electricity”
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3)
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The
payment to BDC by SC WASTE TO ENERGY SRL of an annual royalty equal to 15%
of the gross revenue generated by the use of Biosphere Systems 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.
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This license entitles SC WASTE TO
ENERGY SRL to use Biosphere System Technology for the purpose of marketing,
selling, leasing and operating Biosphere Process Systems in Romania 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 SC WASTE TO ENERGY
SRL 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
X.X. Xxx
00000 Xxxxx Xxxxx
Xxxxxx
Xxxxxxx.
This
BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”)
is granted on June 5th 2009 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 X.X. Xxx
00000 Xxxxx Xxxxx Xxxxxx Xxxxxxx, to SC WASTE TO ENERGY SRL (hereinafter
referred to as "WTE") a Romanian Corporation (No. J40/7203/2009) its owners,
subsidiaries, affiliates, successors and or assigns, a corporation incorporated
under the laws of ROMANIA, with an address at Bucharest, 3rd
District, Dudesti – Pantelimon St.. No 2-4-6, room no 44;
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 WTE, on the basis of this BTLA, and WTE hereby acknowledges all
of the obligations of this BTLA by which WTE is allowed exclusive use of the
Biosphere technology and documentation for the purpose of marketing, selling,
leasing and operating Systems in Africa. The Parties agree that this BTLA is
given by BDC to WTE 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 WTE 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:
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1.
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Disclosure:
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BDC
hereby permits access by WTE to such technological information as is needed for
WTE to sell, lease and or operate Biosphere Process Systems.
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2.
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Consideration
for Permit.
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BDC
grants this license for a period of five years in return for:
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2 of 8
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1)
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reaches
and maintains sales of a minimum of three (3) x 6MW/hr
Biosphere Process System’s per year with a 50% deposit due and payable on
the first one of these three systems upon the granting of the temporary
operating permit to allow its operation in
Romania.
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2)
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successfully
qualifies the Biosphere System under Romanian Law number 220/2008 “On
Establishing a System to Promote the Production of Renewably Generated
Electricity”
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3)
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The
payment to BDC by SC WASTE TO ENERGY SRL of an annual royalty equal to 15%
of the gross revenue 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.
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3.
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Manufacturing.
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Biosphere
Development Corp agrees to review its manufacturing agreements to provide for
Biosphere Process System manufacturing facilities in some of the countries
licensed to WTE if commercially viable.
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4.
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Representations
and Warranties.
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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.
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5.
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No
Brokers.
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All
negotiations relative to this BTLA have been conducted by BDC directly with WTE,
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.
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6.
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Consents, Further
Instruments and Cooperation.
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WTE 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 WTE
reasonable request. WTE 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.
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7.
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BDC's
Use of the Systems
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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. WTE
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.
WTE 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.
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8.
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No
Assignment.
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WTE may
not assign this BTLA or any obligation herein without the prior written consent
of BDC, which will not be unreasonably withheld. WTE is not
restricted from assigning portions of its obligations to subsidiaries while in
the process of purchasing and operating additional systems, nor is WTE
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.
WTE may not assign this BTLA or any part hereto
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9.
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Entire
Agreement.
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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
WTE and BDC concerning its subject matter. This BTLA may not be modified except
in writing and signed by both Parties.
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10.
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Return
of Documentation and
records.
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WTE 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. WTE 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 WTE in. a suitably secure fashion so as to avoid their unintended
dissemination to unrelated third parties or competitors of BDC. WTE 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.
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11.
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Severability.
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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.
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12.
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Notices.
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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:
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If
to WTE:
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Mr
Rares Xxxxxxxxx Xxxxxx
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Chairman
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SC
WASTE TO ENERGY SRL
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Dudesti
– Pantelimon St. Xx 0-0-0, xxxx xx 00
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0xx
Xxxxxxxx, Xxxxxxxxx - XXXXXXX
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Tel
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x0
000 000 00 00
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Fax
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x0
000 000 00 00
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Email.
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xxxxx.xxxxxx@xxxxxxxxx.xx
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If
to BDC:
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Dr.
CA XxXxxxxxx
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Chairman
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Biosphere
Development Corp
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X.X.
Xxx 00000 Xxxxx Xxxxx
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Xxxxxx
Xxxxxxx.
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Tel
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x0
000 000 0000
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Fax
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x0
000 000 0000
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Email
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xxxxx@xxxxx.xx
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13.
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Relationship
of the Parties.
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The
relationship between WTE 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 WTE 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.
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14.
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Headings.
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Headings
used in this BTLA are provided for convenience only and shall not be used to
construe meaning or intent.
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15. Jurisdiction.
This
Agreement shall be governed by and construed in accordance with the Laws of the
Canton of Geneve Switzerland. Where any dispute (other than an invoice dispute
which shall be determined in accordance with the provisions of this sales
agreement) arises between the Parties in connection with or in consequence of
the terms of this Agreement, the Parties shall immediately enter into bona fide
discussions and use all reasonable endeavours to resolve such dispute amicably.
If the Parties fail to resolve any dispute within fifteen (15) days of the first
notification of such a dispute by either Party to the other, the matter shall be
submitted to the non-exclusive jurisdiction of the Canton of
Geneve.
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IN
WITNESS WHEREOF, the parties have executed this BTLA the 25th day of
April 2009.
FOR
Biosphere Development Corp (Bahamas)
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BY:
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Witness:
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Dr.
CA XxXxxxxxx
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Chairman
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Biosphere
Development Corp
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X.X.
Xxx 00000 Xxxxx Xxxxx
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Xxxxxx
Xxxxxxx.
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For
and on behalf of Biosphere Development Corp
(Bahamas).
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FOR SC
WASTE TO ENERGY SRL
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BY:
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Witness:
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Mr
Rares Xxxxxxxxx Xxxxxx
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Chairman
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SC
WASTE TO ENERGY SRL
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Dudesti
– Pantelimon St. Xx 0-0-0, xxxx xx 00
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0xx
Xxxxxxxx, Xxxxxxxxx - XXXXXXX
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For
and on behalf of SC WASTE TO ENERGY SRL
(Romania)
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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.
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Witness:
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Dr.
CA XxXxxxxxx
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