Strategic Alliance Agreement
This
Agreement is entered into between Solanex
Management Inc.,
a
Nevada corporation ("Solanex") and Eco
Tech waste Management Systems Inc.,
a
British Columbia corporation ("EcoTech") on this 23rd
day of May, 2006.
Preamble
Solanex
is a technology development company specializing in high temperature soil
remediation for the resource industry. EcoTech is a development company that
specializes in high temperature burner and gasifier systems and has a capability
to manufacture a prototype high temperature gasifier. Solanex and Ecotech have
jointly developed a portable Soil Remediation System for the remediation of
soil
contaminated by industrial use. The two parties wish to jointly develop and
market this portable high temperature burner system for use across North
America.
To
further this joint development, and in a spirit of good faith, friendship and
mutual cooperation, the parties agree as follows:
1.
Solanex agrees to market the portable soil remediation technology to the
environmental industry using direct contacts and presentations of its concept
to
specific executives responsible for industrial clean up and maintenance
programs. EcoTech will specify the companies to be contacted over the course
of
this project. The parties will meet and explore a schedule for marketing the
prospective customers.
2.
EcoTech will build each portable high temperature burner unit for a cost not
to
exceed $2,000,000 USD per unit. The parties agree that they will cooperate
to
achieve any cost savings possible and that this price can be adjusted by mutual
agreement as the actual costs of developing the units becomes known. Solanex
will bear $40,000 of costs for the first marketing program and EcoTech will
bear
the balance of costs. For the subsequent customers to be developed, Solanex
will
bear the cost of $50,000 per customer or whatever adjusted price is agreed
to
between the parties on a later date. Any such payments made by Solanex are
subject to the Parties agreeing on payment terms that are acceptable to Solanex
in its sole judgment.
3.
Exclusivity. Solanex will be the exclusive distributor of EcoTech products
in
North America pursuant to this Agreement. The parties will negotiate in good
faith to determine the nature, terms and pricing of such marketing.
4.
Solanex and EcoTech will work together to determine a pricing strategy and
marketing strategy as well as any revenue sharing
arrangements
between them with respect to portable high temperature soil remediation
products.
5.
Solanex may exit and be released from any obligations under this Agreement,
except for the obligation to pay $40,000 for the initial marketing, if Solanex
determines that proceeding with further marketing in North America will not
be
commercially viable. Solanex must notify EcoTech of its intention to cancel
under this provision in writing sixty (60) days in advance of its intention.
If
Solanex cancels this agreement under this section, the exclusivity in section
3
of this Agreement shall also be cancelled. Solanex would then be granted the
license by EcoTech at no further cost to Solanex to use the portable high
temperature burner technology and concepts for its own business development.
Solanex and EcoTech would cooperate to market portable and other high
temperature gassifier products or other products to help the parties recoup
their costs in the development of the initial marketing attempt. If the parties
cannot agree on a mutually acceptable marketing and distribution strategy for
North America by May 15, 2007, EcoTech can cancel its exclusivity obligations
in
section three of this Agreement.
6.
Miscellaneous. This contract shall be constructed under the laws of the United
States and shall be under the jurisdiction of Nevada courts.
Accepted
and Agreed to this 23rd
of May, 2006
/s/
Xxxxxx Xxxx
Xxxxxx
Xxxx, President
Eco
Tech Waste Management Systems Inc.
/s/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx, Chief Executive Officer
