EXCLUSIVE DISTRIBUTION AGREEMENT
EXHIBIT
4.1
THIS
EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) is entered into this 25 day
of JULY 2008 (the “Effective Date”), between CARBON REDUCER, INDUSTRIES
SDN.BHD., a Malaysian corporation, whose address is Xx. 0X/0X0, Xxxxx Xxxxx
Xxxxxxx 00/0, Xxxxx Sri Xxxxx Xxxxxxx, 00000, Xxxxxxx Xxxxx, Xxxxx, Xxxxxxxx 9
( CRI )
and CARBON CREDITS INTERNATIONAL, INC. a Nevada corporation (“Licensee”
CCII).
RECITALS
WHEREAS
CRI has developed certain energy reduction products as more particularly
described on Exhibit “A” attached hereto (the “CRI Products”); and
WHEREAS
CRI desires to grant to Licensee an exclusive license to distribute, market,
advertise, and sublicense the CRI Products throughout the Territory (as
described below) upon the terms and conditions set forth herein.
AGREEMENT
1. GRANT OF
RIGHTS. CRI hereby grants to Licensee an exclusive,
non-transferable right and license throughout the Territory to distribute,
market, advertise and sublicense the CRI Products throughout the Territory
during the Term. In addition, Licensee shall have the exclusive,
non-transferable right and license throughout the Territory to distribute,
market, advertise and sublicense any future CRI Products developed by CRI
throughout the Territory during the Term.
2. TERM. The
term of this Agreement shall commence upon the date hereof and shall continue in
perpetuity except as otherwise provided in this Agreement. (the
“Term”).
3. TERRITORY. The
territory shall be the world (the “Territory”).
4. PRODUCT DISTRIBUTION
PRICING. Licensee shall distribute CRI Products from CRI upon
a mutually acceptable pricing schedule for each of the CRI Products to be
provided by CRI upon the execution of this Agreement.
5. MARKETING COSTS AND
EXPENSES. Except as otherwise set forth in this Agreement, Licensee shall
be responsible for all of its marketing costs and related expenses.
6. WARRANTY, MAINTENANCE AND
SUPPORT. CRI hereby agrees to warrant all CRI Products
distributed by Licensee and Licensee’s customers in accordance with CRI’s
established warranty policies, as amended from time to time. CRI also agrees to
maintain and support the CRI Products, and to provide upgrades, modifications
and enhancements to Licensee and its customers at CRI’s sole cost and expense.
Licensee shall incur no obligation to warrant, support or maintain any of the
CRI Products distributed by Licensee. For purposes of this paragraph,
“Licensee’s customers” shall include Licensee’s direct customers or end-users,
and any sub-distributor of Licensee and the customers or end-users of any such
sub-distributor.
1
7. REPRESENTATIONS AND
WARRANTIES OF CRI. CRI represents and warrants to Licensee
that it owns all right, title and interest in and to the CRI Products, has full
authority to enter into this Agreement and effectuate the transactions
contemplated hereunder, and that executing this Agreement shall not infringe
upon any third party right.
8. REPRESENTATIONS AND
WARRATIES OF LICENSEE. Licensee represents and warrants to CRI
that it has obtained any and all necessary approvals, and has the authority to
enter into this Agreement.
9. GENERAL.
9.1. Governing Law and
Venue. This Agreement shall be governed and interpreted in accordance
with the laws of the State of Nevada without regard to principles of conflict of
laws. Nevada courts (state or federal) will have the exclusive jurisdiction over
any controversies regarding this Agreement; any action or other proceeding which
involves such a controversy will be brought in such Nevada courts and not
elsewhere.
9.2. Assignment. Neither party shall
assign any of its rights or obligations under this Agreement other than, with
prior written consent of the other, to an entity owning or acquiring all or
substantially all of its stock or assets.
9.3. Publicity; Licensee
Marks. In no event shall CRI or Licensee publish or otherwise
release any press release or other article, announcement or publication
concerning this Agreement or the subject matter related hereto without first
obtaining the other party’s written approval thereof, and to the content and
timing thereof, which approval may be given in its sole
discretion. In no event shall CRI or Licensee use any trademark,
service xxxx, or trade name of the other party without the prior written
approval of the rights-holder in such trademark, service xxxx, or trade
name.
9.4. Remedies. To
the extent permitted by applicable law, the rights and remedies of the Parties
provided under this Agreement are cumulative, and the exercise or failure to
exercise any particular right or remedy will not be in limitation of any other
right or remedy, whether hereunder, at law or equity or by
contract.
9.5. Confidentiality. Each
party shall use its reasonable efforts to (i) keep confidential the terms of
this Agreement and all other information obtained from the other party pursuant
to this Agreement, provided that such terms and/or information are identified,
in writing, as confidential, (ii) keep confidential all information which is
specifically designated in writing as “trade secret” for so long as the
information remains secret, and (iii) not divulge to or discuss with any third
parties the results of any testing and/or evaluation of the CRI Products which
Licensee may carry out under this Agreement. All business terms of
this Agreement are to be considered as confidential. Except as
otherwise specified in section (ii) of this Section 10.4, these obligations
shall survive for a period of two (2) years following the date of the
termination of the Term, but such obligations shall not apply to information
already known to the recipient at the time of disclosure and not subject to
terms of confidentiality, independently developed by the recipient, or otherwise
generally publicly available. Notwithstanding anything to the
contrary contained in this Section 10.5, it shall not be deemed to be a breach
of this Section 10.5 or of this Agreement if either party is required to
disclose confidential information pursuant to: (a) any statute, regulation,
order, subpoena or document discovery request, provided that, if allowed by
applicable law, prior written notice of such disclosure is furnished to the
disclosing party as soon as practicable in order to afford the disclosing party
an opportunity to seek a protective order (it being
agreed that if the disclosing party is unable to obtain or does not seek a
protective order and the receiving party is legally compelled to disclose such
information, disclosure of such information may be made without liability); or
(b) in connection with an audit or review by any taxing authority, provided
that, if allowed by applicable law, prior written notice of the request thereof
is furnished to disclosing party.
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9.6. Entire
Agreement. This Agreement constitutes the entire agreement
between the parties, and supersedes any and all prior written or oral agreement
or understanding relating to the same subject matter. No change to
this Agreement will be effective unless made in writing and signed by both
parties.
9.7. Headings. The
use of headings in each Section of this Agreement are for convenience only and
will have no legal effect whatsoever.
IN WITNESS WHEREOF the parties
have executed this Agreement as of the Effective Date.
| CARBON REDUCER INDUSTRIES SDN. BHD. | CARBON CREDITS INTERNATIONAL, INC. | ||||
| By: |
/s/
Xx. Xxxxxxxxxx Xxxxxxxxxxx
|
By: |
/s/
Xxxx X. Xxxxxxx
|
||
|
Xx.
Xxxxxxxxxx Xxxxxxxxxxx
|
Xxxx X. Xxxxxxx
|
||||
|
Its:
President
|
Its:
President
|
||||
| By: | /s/ Xxxx X. Xxxxxxx | ||||
| Xxxx X. Xxxxxxx, Director |
3
EXHIBIT
A
Description
of CRI Products
|
110/120
volt, single phase and 220/230 volt three phase products,
The
product is an energy-optimization device installed in between the DB and
the electrical load. The model numbers (see attached product description)
are: RT1-6.5K, RT1-15K, RT3-22.5K, and
RT3-43K.
|
Energy-Optimization
Device Specifications
|
Rated
Voltage: 200V-260 VAC 60Hz
|
|
Insulating
Resistance: 50M Ohm (DC500VM)
|
|
Ambient
Temperature: 0oC - 55oC
|
|
Storage
Temperature: -(10)oC - 70oC+
|
|
Ambient
Humidity: 45 - 84% RH
|
|
Over
current: 10KV 0.3 / SEC, 150% normal
current
|
|
Model
No.
|
Width
|
Height
|
Depth
|
Weight
|
Capacity
|
Rated
Current
|
Power
Supply
|
|
RT1-6.5K
|
250mm
|
300mm
|
250mm
|
15kg
|
6.5kVA
|
30A
|
200V-260
VAC 60Hz
|
|
RT1-15K
|
350mm
|
350mm
|
270mm
|
32kg
|
15kVA
|
63A
|
200V-260
VAC 60Hz
|
|
RT3-22.5K
|
600mm
|
600mm
|
270mm
|
52kg
|
22.5kVA
|
3Øx30A
|
200V-260
VAC 60Hz
|
|
RT3-43K
|
600mm
|
600mm
|
270mm
|
90kg
|
43kVA
|
3Øx60A
|
200V-260
VAC 60Hz
|
A-1
|
|
2)
|
EOD
Assembly Drawing
|
|
|
3)
|
Energy-Optimization
Device Pictures
|
X-0
X-0
