BIOSPHERE DEVELOPMENT CORP (BAHAMAS) BIOSPHERE TECHNOLOGY LICENSE AGREEMENT License number BTLA-200703 awarded to
BIOSPHERE
DEVELOPMENT CORP
(BAHAMAS)
BIOSPHERE
TECHNOLOGY LICENSE
AGREEMENT
License
number BTLA-200703
awarded
to
Freedom
Renewable Energy.
October
22, 2007
Biosphere Development Corp hereby
licenses Freedom Renewable Energy on a nonexclusive basis for an initial period
of 5 years with subsequent rollover options for further 5 to 10 year periods,
providing Freedom Renewable Energy reaches and maintains sales of a
minimum of twenty five (25) x 6MW/hr Biosphere Process System’s per year to use
Biosphere System Technology for the purpose of marketing, selling, leasing and
operating Biosphere Process Systems in the United States of America 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 Freedom Renewable Energy 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.
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This
BIOSPHERE TECHNOLOGY LISENCE AGREEMENT (hereinafter referred to as the “BTLA”)
is granted on October 1, 2007 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 Freedom Renewable Energy (hereinafter referred to as "FREEDOM") its
owners, subsidiaries, affiliates, successors and or assigns, a corporation
incorporated under the laws of the State of Delaware 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 FREEDOM, on the basis of this BTLA, and FREEDOM hereby
acknowledges all of the obligations of this BTLA by which FREEDOM is allowed
non-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 FREEDOM 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 FREEDOM 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. The Parties agree that this BTLA as awarded by BDC
to FREEDOM does not transfer to FREEDOM any rights, implied or otherwise to the
Green Energy Credits that the Biosphere Systems will or can ever generate. The
Parties agree that such Green Energy Credits as are produced pursuant to this
BTLA are and remain the exclusive property of 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 FREEDOM to such technological information as is needed
for FREEDOM 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:
1). The
sum of five million United States Dollars USD$5,000.00 per annum paid annually
in arrears; plus
2).
FREEDOM ., selling 25 Biosphere Process System’s per year; plus
3). The
payment to BDC by FREEDOM of an annual royalty equal to 12.5% 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 FREEDOM 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
FREEDOM, 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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FREEDOM
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 FREEDOM'S
reasonable request. FREEDOM 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.
FREEDOM 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. FREEDOM 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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FREEDOM
may not assign this BTLA or any obligation herein without the prior written
consent of BDC, which will not be unreasonably withheld. FREEDOM is
not restricted from assigning portions of its obligations to subsidiaries while
in the process of purchasing and operating additional systems, nor is FREEDOM
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.
FREEDOM 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
FREEDOM 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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FREEDOM
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. FREEDOM 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 FREEDOM in. a suitably secure fashion so as to
avoid their unintended dissemination to unrelated third parties or competitors
of BDC. FREEDOM 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 Special Administrative Region of Hong Kong PRC, and the
parties irrevocably submit to the non-exclusive jurisdiction of the courts of
Hong Kong 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 FREEDOM:
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_____________________ | |
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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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P.O.
Box 13277 Cable Beach
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Nassau
Bahamas.
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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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xxxx0000@xxx.xxx
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13.
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Relationship
of the Parties.
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The
relationship between FREEDOM 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 FREEDOM 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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IN
WITNESS WHEREOF, the parties have executed this BTLA the 29th day of
September 2007.
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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P.O.
Box 13277 Cable Beach
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Nassau
Bahamas.
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For
and on behalf of Biosphere Development Corp (Bahamas).
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FOR
FREEDOM
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BY: _____________________
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Witness:
_____________________
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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.
| _____________________ |
Witness:
_____________________
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Dr.
CA XxXxxxxxx
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