LIMITED TECHNOLOGY LICENSE AGREEMENT
THIS AGREEMENT is made and entered into this 11th day of June 1998, by and
between Sustainable Development International Inc., a Nevada, USA
Corporation, hereinafter referred to as "Licensee", and ENVIRO-MINING INC.,
an Alberta, Canada Corporation, hereinafter referred to as "Licensor".
WHEREAS, the Licensor expended time, effort, and money to develop and
obtain knowledge in the field of science related to an oil rerefining
technology for the production of a high grade low sulphur #2 diesel and
associated products from waste lubrication oil referred to as "The EMI
Process" technology and has established successfully a reputation, demand,
and goodwill for such technology; and
WHEREAS the Licensee desires to obtain the benefits of the technology
established by the licensor and the right to do business under the trade
name "The EMI Process" as hereinafter provided.
IT IS THEREFORE AGREED between the parties as follows conditional upon
due diligence and acceptance of the viability of the technology by SDII. on
or before June 11, 1998:
1. License. The Licensee shall have the exclusive right to engage under
the terms hereof in the business of producing, merchandising,
marketing, distribution, promotion and selling products manufactured
by the EMI Process throughout the Territory as defined in Section 5.
2. Term of License. The term of this license shall commence on June 11,
1998, and o for thirty (30) years with an option to renew for ten (10)
year periods at the end f the first thirty (30) year period. Should the
Licensee refuse to renew at the end of the 30 year period then the
Licensee must not use the technology and return it to the Licensor.
Should the Licensor refuse to renew at the end of the first 30 year
period the Licensor must engage in good faith negotiations to amend this
license agreement, or to sell SDII for fair market value to the Licensee.
3. Funds to be paid.
A. Funds must be paid to Enviro-Mining Inc. under the following
terms. US $300,000 for the EMI Process.
B. The Licensee must commence construction in the first twelve (12)
months of this agreement, a plant of minimum capacity of 90,000
Tonnes of waste oil input in the Territory.
C. It shall be just cause for termination of the Licensee of all
license and marketing rights, etc., if SDII has not commenced
construction of the first plant within the first year of this
license agreement, and an additional commercial scale plant every
year thereafter for the next 5 years.
4. Recurring funds to be paid by the Licensee to the Licensor.
A. There is an annual recurring fee to be paid as a production
royalty. the amount of this fee is negotiable to any amount
equal to or less than US $300,000.
B. Each additional plant will be subject to a license fee on a
negotiated basis at the time an application for a new license is
received.
5. Territory. The Territory within which the license and marketing
rights, etc., applies is for the Federal Republic of Germany.
6. Confidentiality. Both parties acknowledge the confidential nature of
information and procedures which shall be made available to the
Licensee by Licensor and either shall disclose to anyone other than an
authorized employee any information or procedures of the other party,
Any confidential literature or documents given to the other party will
be returned at the expiration or termination of this license. This
Agreement shall be deemed to be a confidential communication of the
parties.
7. Technology Disclosure. Full disclosure of all engineering and
process designs will be made available to the Licensee throughout the
term of the agreement.
8. Reporting Requirements.
a. The Licensee shall submit to the Licensor, on forms approved or
provided by the Licensor, such financial or operating information
as required by the Licensor to establish the gross revenue and
operating efficiencies for the plant. The Licensee, by these
presents, consents to the use of such information by the Licensor
as the licensor shall, in its sole discretion, determine. The
Licensee consents to the use of their information by the licensor
for design, publications, and research. All use of the
information for marketing and promotional use will be controlled
by the Licensee.
b. Bi - annual reports to inform the Licensor of the activities and
marketing programs of the Licensee must be submitted for review
and consultation. This will serve to apprise both parties of
improvements to the technology and of contacts interested in the
technology. Failure to provide this written communication will
be cause for termination.
9. Personnel. The Licensee will hire only those people who have related
experience and qualifications to operate a facility of this design and
complexity. The Licensor will have the right to review any potential
applicant and should these individuals are not acceptable to the
Licensor a position will not be offered.
10. Purchase Option. EMI has the option, with ninety (90) days written
notice from the Licensee to purchase any and all shares, warrants,
options and equity in the operating entity which owns the plant, for
fair market value during the term of the agreement.
11. Licensee Undertakings.
a. The licensee shall not, during the term of this agreement communicate
or divulge to, or use for the benefit of, any other person, partnership,
association, or corporation, any information or knowledge concerning the
methods of manufacture, promotion, sale, or distribution used or employed
by the Licensor in and about its business which may be communicated to the
Licensee or which the Licensee may acquire by virtue of this operation
under the terms of this agreement; nor will the Licensee do any willful
prejudicial or injurious act to the business or goodwill of the Licensor.
b. During the term of this agreement, or upon its termination for any
cause, the Licensee will not , directly or indirectly, enter the employment
of, or render services to, any other person, partnership, association, or
corporation engaged in the same or substantially similar business covered
by this agreement in any area which can be reasonably termed competitive to
the Licensor or any of its licensees; and during such term the licensee
will not, within such territory, engage in such business on his own
account, or hold out any interest therein, directly or indirectly, as an
individual, partner, shareholder, director, consultant, independent
contractor, officer, clerk, principal, agent, employee, trustee, or in any
relation or capacity whatsoever.
c. Upon the termination of this agreement for any cause, the Licensee
will immediately discontinue the use of all trade names, trademarks, signs,
structures, and forms of advertising indicative of the Licensor or the
business or products thereof, and will make or cause to be made such
changes in signs, buildings, and structures as the Licensor shall
reasonably direct so as to distinguish effectively the same from its former
appearance and from any other of Licensor's places of business. If the
Licensee shall upon request fail or omit to make such changes or cause them
to be made, then the licensor shall have the right to enter upon the
premises upon which such business is being conducted without being deemed
guilty of trespass or any other tort, and shall have the right to make such
charges or cause them to be made at the expense of the Licensee, which
expense the Licensee shall pay on demand. The Licensee shall also on
request of the Licensor, and upon the payment of the reasonable market
value thereof, turn over and deliver to the Licensor, its representatives,
agents or assignees, all matters and things bearing the trademark or trade
name of the Licensor and any technology developed while this license was
exercised.
12. Independence of restrictive covenants. The covenants contained above
shall be construed as independent of any other provision of this
agreement and independent of each other unless otherwise stated, and
the existence of any claim or cause of action of the Licensee against
the Licensor, whether predicated on this agreement or otherwise, shall
not constitute a defense to the enforcement by the Licensor of such
covenants.
13. Reciprocity of restrictive covenants. All restrictions applicable to
the Licensee hereinabove, shall also bind and be applicable to the
Licensor.
14. Termination.
a. If the Licensee shall neglect or fail to perform or observe any of the
Licensee's covenants for a period of two (2) months, or if any assignment
shall be made of the business for the benefit of creditors, or if a
receiver, guardian, conservator, trustee in bankruptcy, or similar officer
shall be appointed to take charge of all or part of the Licensee's
property, or if the Licensee is adjudicated a bankrupt, then unless such
condition or conditions are remedied to the satisfaction of the Licensor
within fourteen (14) days after written notice thereof has been given to
the Licensee, the license hereunder shall cease.
b. In the event of any failure by the Licensee to pay any amounts owed to
the Licensor, the Licensor's expenses in collecting same, together with a
delinquency charge of one (0.01) cent per month of each dollar or fraction
thereof in arrears more than sixty (60) consecutive days from the date
first due, and reasonable attorney's fees, shall be paid by the Licensee.
c. All agreements, fees, and projects currently in progress or completed
previously shall continue as agreed for the duration of the original
agreement in the event the Licensee no longer holds a license.
15. Licensor Undertaking. The Licensor shall provide all necessary
engineering, feasibilities, and other undertakings requested by the
Licensee within a reasonably acceptable timeframe and quality at the
expense of the Licensee.
16. Complete agreement; waivers. This agreement contains the entire
agreement of the parties, and no representations, inducements, promises, or
agreements, oral or otherwise, between the parties not embodied herein
shall be of any force or effect. No failure of the parties to exercise any
right given to them hereunder, or to insist upon strict compliance by the
other party with any obligations hereunder, and no customs or practice of
the parties at variance with the terms hereof shall constitute a waiver of
the other party's rights to demand exact compliance with the terms hereof.
Waiver by the parties of any particular default by the other party shall
not affect or impair the other's rights in respect to any subsequent
default of the same or of a different nature, nor shall any delay or
omission of the other to exercise any rights arising from such default
affect or impair the other's rights as to such default or any subsequent
default.
17. Separability of provisions. If any covenant or other provision of
this agreement is invalid, illegal, or incapable of being enforced, by
reason of any rule of law, administrative order, judicial decision or
public policy, all other conditions and provisions of this agreement shall,
nevertheless, remain in full force and effect, and no covenant or provision
shall be deemed dependent upon any other covenant or provision unless so
expressed herein.
18. Assignability. This agreement shall inure to the benefit of the
heirs, successors and assigns of the Licensor and Licensee. The Licensor
and Licensee shall have the right to assign their rights under this
agreement to any person, firm, association, or corporation; except that any
assignment by the Licensee must be approved in writing by the Licensor.
Such approval will not be unreasonably withheld. Such assignment shall not
be binding upon the parties unless the transferee has agreed in writing to
assume all of the parties obligations to the terms of this agreement.
19. Governing Law. This agreement, and the transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with the
laws of the Province of Alberta, Canada. The parties herein waive trial by
jury and agree to submit to the personal jurisdiction and venue of a court
of subject matter jurisdiction located in the City of Edmonton, Province of
Alberta, Canada. In the event that litigation results from or arises out
of this Agreement or the performance thereof, the parties agree to
reimburse the prevailing party's reasonable attorney's fees, court costs,
and all other expenses, whether or not taxable by the court as costs, in
addition to any other relief to which the prevailing party may be entitled.
In such event, no action shall be entertained by said court or any court of
competent jurisdiction if filed more than one year subsequent to the date
the cause(s) of action actually accrued regardless of whether damages were
otherwise as of said time calculable.
20. Contractual Procedures. Unless specifically disallowed by law,
should litigation arise hereunder, service of process thereof may be
obtained through certified mail, return receipt requested; the parties
hereto waiving any and all rights they may have to object to the method by
which service was perfected.
21. Arbitration. Any controversy or claim arising out of or relating to
this document/contract or the breach thereof, and which is not settled
between the signatories themselves, shall be settled by arbitration in
accordance with the rules of the arbitration committee of the
international chamber of commerce in Paris (France) with hearings to
take place in Paris (France) or other mutually agreed location and
judgment upon award rendered by the arbitration(s) may be entered in
any court having jurisdiction thereof including the award to the
aggrieved signatory or signatories, such awarding related to the total
remuneration received as a result of business conducted with the
parties covered by this agreement plus any and all court costs,
attorney fees, and any other costs or charges reasonably necessary to
adjudicate the controversy in addition to any and all damages deemed
fair by the arbitrator(s).
22. Extraordinary remedies. To the extent recognizable at law, the
parties hereto, in the event of breach and in addition to any and all other
remedies available thereto, may obtain injunctive relief, regardless of
whether the injured party can demonstrate that no adequate remedy exists at
law. Moreover, breach or threatened breach by the Licensor of Licensee's
rights to Licensee's exclusive Territory may be enjoined without further
notice to Licensor, so long as Licensee is given the opportunity to appear
and contest within thirty (30) days thereof. Any and all parties related
to or affiliated with such breach or threatened breach shall be similarly
enjoined.
IN WITNESS WHEREOF the parties have executed this Agreement.
Signed, sealed and delivered
in the presence of :
"LICENSOR"
____________________________ /S/Xxx Xxxxxxx
-------------------------------
Witness XXX XXXXXXX
VICE PRESIDENT
ENVIRO-MINING INC.
CITY OF EDMONTON,
ALBERTA, CANADA DATE June 11, 1998
"LICENSEE"
____________________________ /s/Xxxxxx Xxxx
----------------------------------
Witness XXXXXX XXXX
PRESIDENT
SUSTAINABLE DEVELOPMENT
INTERNATIONAL INCORPORATED
CITY OF LAS VEGAS,
NEVADA, USA DATE June 11, 1998
