LICENSE AGREEMENT
This
License Agreement (the “Agreement”)
is made effective as of October 28, 2010 (“Effective
Date”) between:
LACEY
HOLDINGS LIMITED
a
with office located at
Xxxxxx
Xxxxx, 0xx Xxxxx,
00Xxxxxxxxxx Drive, PO Box 3339, Road Town, Tortola , BVI
(“Licensor”)
And
ELEMENTAL
PROTECTIVE COATINGS CORP
a
Nevada corporation with its head office located at
Sault
Saint Xxxxx. ON Canada
(“Licensee”)
WHEREAS:
A. Licensor
owns a certain technology (the “Technology”) which
includes and/or incorporates the techniques, rights and other elements described
more fully in Schedule
A and in the documents and instruments identified therein and can be used
to assess tracts of land for carbon-credit values anywhere in the world.
Particularly the technology can be used as the foundation of carbon development
and specialized service firm focusing on the carbon emission
reductions and natural resource management markets to provide specialized
technology and advisory services to clients who wish to participate in the
carbon development market globally. The Technology can be applied to provide
services in three areas:
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·
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Clean
Development Mechanism ("CDM") projects, which are mainly afforestation
projects and which may be structured to qualify for carbon
credits; afforestation is the act or process of creating a new
forest where none had existed before, or reforestation of areas long
deforested;
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·
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Voluntary
carbon emissions in those jurisdictions were carbon emitters decide to
reduce emissions through biological sequestration either for social or
environmental purposes of for reasons that are anticipatory to upcoming
legislation; and.
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·
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Reducing
Emissions from Deforestation and Forest Degradation (“XXXX”) which are
projects that can generate carbon credits through the conservation of
forest lands in any part of the
world;
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The
Technology provides technical know-how as to what is commonly known as
voluntary, CDM and XXXX projects globally for the development of carbon offset
credits. Principally large polluters intent on or compelled to
reducing their greenhouse gas emissions have three options: 1. Cease
or reduce operations which results in a reduction of atmospheric emissions; 2.
Refit technologies to reduce emissions; and 3. Purchase carbon offsets under
different arrangements which is at the centre of the Company’s business
model.
Clean Development Mechanism (CDM) is an arrangement under the Kyoto Protocol. The Kyoto Protocol is a protocol to the International Framework Convention on Climate Change with the objective of reducing greenhouse gases that cause climate change. The CDM is an arrangement allowing industrialized countries with a greenhouse gas reduction commitment to invest in projects that reduce emissions in developing countries as an alternative to more expensive emission reductions in their own countries. A crucial feature of an approved CDM carbon project is that it has established that the planned reductions would not occur without the additional incentive provided by emission reductions credits or carbon credits. CDM allow net global greenhouse gas emissions to be reduced at a much lower global cost by financing emissions reduction projects in developing countries where costs are lower than in industrialized countries.
Reducing
Emissions from Deforestation and Forest Degradation (XXXX) - is United Nations
effort to create a financial value for the carbon stored in forests, offering
incentives for developing countries to reduce emissions from forested lands and
invest in low-carbon paths to sustainable development. XXXX goes beyond
deforestation and forest degradation, and includes the role of conservation,
sustainable management of forests and enhancement of forest carbon
stocks. It is thought, under appropriate supporting policies, that
financial flows for greenhouse gas emission reductions from XXXX could reach up
to several US billion dollar billion a year. This significant North-South
(developed countries/underdeveloped countries) could reward a meaningful
reduction of carbon emissions and could also support new, pro-poor development,
help conserve biodiversity and secure vital ecosystem services.
;
and
B.
Licensee wishes to license the use of the Technology for developing consultancy
business on tracts of land to realize carbon-credit values and other potential
values (the “Use”), and Licensor
has agreed to license the Technology for such Use, pursuant to the terms of this
Agreement.
NOW
THEREFORE, for and in consideration of the foregoing and of the mutual
covenants and promises hereinafter contained, and in further consideration from
each Party to the other given, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree and understand as follows:
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1.
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CONSIDERATION. The
licensee agrees to pay the Licensor a fee of Tow Million One Hundred
Thousand ($2,100,000.00) USD for the exclusive License. Said
$2,100,000 will be satisfied be issuance of 210,000,000 shares of common
stock of Elemental Protective Coating Inc. OTC:
EPRO.
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1.1 The EPRI Shares. The EPRO Shares are
being acquired by it for investment and not with a view to, or for resale in
connection with, any distribution of stock within the meaning of the '33 Act. By
such representation, the Licenscor means that it is I mean that I am acquiring
the EPRO shares for its own account for investment and that no one else has any
beneficial ownership in the EPRO shares, nor are they subject to any pledge or
lien. Further, Seller understands that the EPRO Shares will not be registered
under the Act by reason of a specific exemption provided therein, the
availability of which depends upon the bona fide nature of its investment intent
as expressed herein. The Licenscor recognizes that the EPRO Shares are being
issued to it in reliance upon these representations. Accordingly, until the EPRO
Shares are registered under the '33 Act, they must be held indefinitely unless
they are subsequently registered under the '33 Act or an exemption from such
registration is available. The Licenscor further understands that any routine
sales of the Shares made in reliance upon Rule 144 can be made only in limited
amounts in accordance with the terms and conditions of that Rule, and in the
event that Rule 144 is not applicable or is unavailable for any reason,
Registration under the Act or compliance with Regulation A or some other
exemption will be required. I understand that EPRO The Licenscor understands
that the EPRO Shares have not been, and it is not anticipated that the same will
be, registered under the U.S. Securities Act of 1933, as amended (the "'33
Act"), nor pursuant to the provisions of the securities or other laws of any
other applicable jurisdictions, in reliance upon the exemption for private
offerings contained in Section 4(2) of the '33 Act, Regulation D promulgated
thereunder, and the laws of such jurisdictions. The Licenscor is fully aware
that the EPRO Shares are to be issued to it in reliance upon such exemptions
based upon its representations, warranties and agreements. The Licenscor is
fully aware of the restrictions on sale, transferability and assignment of
the Shares, that EPRO has not agreed to qualify these for sale, and that the
Licenscor must therefore bear the economic risk of my investment in the Company
for an indefinite period of time because the Shares have not been registered
under the '33 Act and, therefore, cannot be offered or sold unless they are
subsequently registered under the '33 Act or an exemption from such registration
is available.
The
Licenscor represents that is under no obligation to register the EPRO Shares
under the '33 Act, nor to effect compliance with Regulation A or any other
exemption.
Before it
makes any disposition of any of the EPRO Shares, whether by sale, gift, pledge,
charitable donation or otherwise, the Licenscor agrees to give to EPRO written
notice describing briefly the manner of such proposed disposition. No such
disposition shall be made unless and until the EPRO Shares have been registered
under the Act, or such proposed disposition does not require Registration under
the Act by reason of a specific exemption contained therein. In the event that
the Licenscor proposes to dispose of any portion of the EPRO Shares pursuant to
such an exemption, it must Aim furnish to EPRO an opinion of counsel stating
specifically which exemption from Registration under the Act is claimed and that
such exemption is available for the proposed transaction under the
circumstances, and EPRO shall have advised the transfer agent for its common
stock that such counsel and such opinion are satisfactory to it.
The
Licenscor agrees that until such time as the EPRO Shares may be qualified for
sale, each certificate representing any of such shares shall bear on its face a
legend in substantially the following form:
"These
securities have not been registered under the Securities Act of 1933, as
amended. They have been acquired for investment and not with a view to the
distribution thereof. They may not be sold or transferred in the absence of an
effective Registration Statement under that Act without an opinion of counsel
satisfactory to the Company that such Registration is not
required."
The
Licenscor further consents that EPRO may place a stop order on the certificates
evidencing the EPRO Shares, restricting the transfer of such shares except in
compliance with the terms of this Agreement. The legend and stop transfer notice
referred to above may only be removed upon either the qualifying of such shares
for sale as provided herein, or by my providing to EPRO an opinion of counsel to
the effect that such legend and stop transfer notice may be removed and stating
the legal basis therefor, and if such opinion and counsel are satisfactory to
the Company.
2. Anti-Money Laundering. The Licenscor
represents and covenants that neither it nor any person controlling, controlled
by, or under common control with her, nor any person having a beneficial
interest in her, is an individual or organization, or entity listed on the List
of Specially Designated Nationals and Blocked Persons (the “OFAC Control List”)
maintained by the U.S. Office of Foreign Assets Control (“OFAC”) and that it is
not acquiring the EPRO Shares and will not acquire any EPRO Shares on behalf of
or for the benefit of any individual, organization or entity listed on the OFAC
Control List. A copy of the OFAC Control List may be viewed at
xxxx://xxx.xxxxxxxx.xxx/xxxxxxx/xxxxxxxxxxx/xxxx/xxx/x00xxx.xxx
2.1
Legality of Funds. The Licensee represents that:
(a) the
Purchase Price nor any part thereof was not and is not directly or indirectly
derived from any activities that contravene U.S. federal or state laws and
regulations or any international laws and regulations, including but not limited
to anti-money laundering laws and regulations, and
(b) when
and if the Licensee liquidates its interest in the AIM Global Energy, Inc.
Shares, that the proceeds of such sale will not be used to finance any illegal
activities.
2.2
PATRIOT Act Compliance. If the Licensee is an entity that invests on
behalf of others, the Licensee , in addition to and not by way of limiting any
of the forgoing, represents and certifies that it is aware of the requirements
of the PATRIOT Act of 2001 and the rules and regulations promulgated
thereunder, and other applicable anti-money laundering measures in any
jurisdiction (collectively the “AML Rules”), and that it has adopted anti-money
laundering policies and procedures reasonably designed to verify the identity of
its beneficial owners or underlying investors, as the case may be, and
their respective sources of funds. Such policies and procedures are properly
enforced, and are consistent with such AML rules.
The
Licensee further warrants and certifies that, to the best of its knowledge, its
beneficial owners or investors, as the case may be, are not individuals,
entities or countries that may subject the Company or any of its affiliates to
criminal or civil violations of any AML Rules. The Licensee further acknowledges
that it is to furnish a copy of its anti-money laundering policies and
procedures to the Company when requested.
Among its
other obligations, the Licensee agrees to promptly notify the Company if any of
the foregoing representations and certifications become inaccurate at any future
time.
The
Licensee further represents that:
(a) it is
not a Senior Foreign Political Figure (“SFPF”), a member of the immediate family
of any SFPF, a and/or any Close Associate of any SFPF residing in a
non-cooperative country or territory or jurisdiction that has been designated by
the U.S. Secretary of the Treasury as warranting special measures due to primary
anti-money laundering concerns; and
(b) it is
not an SFPF residing in a non-0cooperative country or territory or a
jurisdiction that has been designated by the U.S. Secretary of the Treasury as
warranting special measures due to primary anti-money laundering concerns;
ad
(c) it is
not resident in, or organized or chartered under the laws of, a jurisdiction
that has been designated by the U.S. Secretary of the Treasury under Sections
311 and 312 of the USA PATRIOT Act as warranting special measures due to primary
money-laundering concerns; and
(d) it is
not a Foreign Shell Bank (“FSB”) as that term is defined in the USA PATRIOT Act;
and
(e) the
Purchase Price did not originate from, nor will it be routed through, an account
maintained at an FSB, or a bank organized or chartered under the laws of a
jurisdiction deemed to be a non-cooperative country or territory
(“NCCT”).
The
Licensee understands the meaning and legal consequences of all of the foregoing
representations and warranties, which are true and correct as of the date
hereof, and will be true and correct as of the Closing Date. Each such
representation and warranty shall survive the Closing Date.
3.
DEFINITIONS.
In this Agreement, the following terms shall have the meanings set out
below:
“Affiliate”
means, with respect to any Person, any other Person who directly or indirectly
controls, is controlled by, or is under direct or indirect common control with,
such Person, and includes any Person in like relation to an Affiliate. A Person
shall be deemed to control a Person if such Person possesses, directly or
indirectly, the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the term “controlled” and “controlling” shall have a
similar meaning;
“Business
Day” means any day, from 9:00 a.m. to 5:00 p.m., which is not a Saturday,
Sunday or a statutory federal or provincial holiday in the Province of
Ontario;
“Confidential
Information” means all data and information relating to the business and
management of either Party, including the Technology, trade secrets, technology
and accounting records to which access is obtained hereunder by the other Party,
and any materials provided by Licensor to Licensee; provided, that
Confidential Information shall not include any data or information
which:
| (i) | is or becomes publicly available through no fault of the other Party; |
| (ii) | is already in the rightful possession of a Party prior to its receipt from the other Party; |
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(iii)
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is
already known to the receiving Party at the time of its disclosure to the
receiving Party by the disclosing Party, and is not the subject of an
obligation of confidence of any kind;
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| (iv) | is rightfully obtained by the other Party from a third party; |
| (v) | is disclosed with the written consent of the Party whose information it is; or |
| (vi) | is disclosed pursuant to court order or other legal compulsion; |
“Laws”
means all federal, provincial, territorial, municipal and local statues,
regulations and by-laws applicable to Licensor, Licensee, or the license, as the
case may be, regarding the use of the Technology, and all orders, notices,
rules, decisions, codes, guidelines, policies, directions, permits, approvals,
licenses and similar authorizations issued, rendered or imposed by any level of
government including any ministry, department or administrative or regulatory
agency or authority;
“Modifications”
means any enhancements, changes, corrections, improvements, translations,
adaptations, revisions, developments, upgrades or updates to the Technology; and
“Modify”
shall mean the creation of any of the foregoing;
“Parties”
means both Licensor and Licensee and “Party” means either
one of them as the context requires;
“Person”
includes an individual, sole proprietorship, corporation, limited liability
corporation, not-for-profit corporation, partnership, trust, association, joint
venture, unincorporated organization, the Crown or any agency or instrumentality
thereof and any other judicial entity recognized by law; and
“Technology”
means the technology more fully described in Schedule A, including
any Modifications that Licensor may provide to Licensee.
Other
capitalized terms used in this Agreement but not defined in this Section 1 shall
have the meanings set forth elsewhere in this Agreement.
4.
LICENSE.
Subject to the terms of this Agreement, Licensor hereby licenses to Licensee,
for the use of Licensee, an irrevocable, non-transferable and exclusive right to
apply and exploit the Technology in connection with the Use, either in Canada
and elsewhere in the world, the foregoing being subject to the terms and
conditions set forth in this Agreement.
5.
LICENSE RESTRICTIONS. Except as otherwise provided in section 2 above,
Licensee shall not:
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(i)
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distribute,
export, transmit, make Modifications to, transfer, adapt, loan, rent,
lease, assign, sub-license or make available to another Person, the
Technology, in any way, in whole or in
part;
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(ii)
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use
the Technology unless the Use complies with applicable
Laws;
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(iii)
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allow
the Use of the Technology by any third parties not authorized, pursuant to
the terms of this Agreement, to use the Technology;
or
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(iv)
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otherwise
use the Technology except as authorized
herein.
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Licensee
agrees to take all reasonable precautions to prevent third parties from using
the Technology in any way that would constitute a breach of this Agreement
including, without limitation, such precautions as Licensee would otherwise take
to protect its own proprietary software or information.
2.
SUPPORT.
Licensor will use commercially reasonable efforts to provide Licensee ongoing
support for the Technology, Licensee’s license and the Use during the term of
the Agreement, it being understood that if such support at any time requires or
is expected to require material amounts of time, attention and resources from
Licensor, then the parties will enter into a separate consulting agreement
governing the terms and conditions for such support and any additional
remuneration payable by Licensee to Licensor therefor.
6.
ROYALTIES.
Licensee shall pay to Licensor a royalty of 1.0% (the “Royalty”) shall be
paid to Licensor on any revenue earned by Licensee from the Use of the
License;
7. LICENSOR’ LIMITED REPRESENTATIONS AND
WARRANTIES.
Licensor represents and
warrants:
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(i)
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Licensor
have the authority to enter into this Agreement, is the owner of the
Technology and has the right to grant all of the license rights
herein;
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(ii)
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all
technology, know-how or other intellectual property that is owned or
controlled by Licensor and that is or
could reasonably be expected to be necessary or beneficial to operation
and exploitation of the Technology in connection with the Use has been
included in the Technology; and
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(iii)
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Licensor
has not granted any rights or licenses to the whole or any part of the
Technology, or any other intellectual property or technology, that would
conflict with this Agreement.
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8.
OWNERSHIP.
The Parties acknowledge and agree that as between the Parties, Licensor shall be
the owners of all intellectual property rights in the Technology, as well as all
related Modifications, written materials, logos, trademarks, trade names,
copyright, patents, trade secret and moral rights, registered or unregistered.
No proprietary interests or title in or to the intellectual property in the
Technology or any Modifications is transferred to Licensee by this Agreement.
Licensor reserve all rights not expressly licensed to Licensee under section
2.
9. INDEMNIFICATION.
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(i)
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Licensor
agrees to indemnify Licensee from any and all third party claims, damages,
losses or expenses (including without limitation, punitive damages, court
costs, arbitration fees, penalties, fines, amounts paid in settlement of
claims, and reasonable legal fees) (hereinafter referred to as the “Losses”)
which Licensee or any of its respective officers or directors, may become
liable for as a result of, or in connection with, any third party claim
asserted against Licensee to the extent such claim is based upon a
contention that the Technology, or any portion thereof, used within the
scope of this Agreement infringes any patents, copyrights, trade secrets,
trademarks or other intellectual property rights of any third party; provided that
Licensee has notified Licensor in writing of such claim within ten (10)
days of a responsible officer of Licensee becoming aware of such
claim. Licensee agrees that Licensor have the right to defend
the foregoing claims; and provided further that
if Licensee has notified Licensor in writing of such claim and Licensor
does not take reasonable actions to vigorously defend such claims within
ten (10) days of such notice, Licensee may defend such actions in the
place and stead of, and at the expense of, Licensor, with Licensee being
entitled to reimbursement of the costs reasonably incurred in so doing
and/or to deduct such costs from outstanding and/or future Royalty
payments.
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(ii)
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Licensor
agree to indemnify Licensee from any and all Losses which Licensee or any
of its respective officers or directors may become liable for as a result
of, or in connection with, any third party claim asserted against Licensee
to the extent such claim is based upon a use or application of the
Technology by any party other than Licensee; provided that
Licensee has notified Licensor in writing of such claim within ten (10)
days of a responsible officer of Licensee becoming aware of such
claim. Licensee agrees that Licensor has the right to defend
the foregoing claims; provided that
if Licensee has notified Licensor in writing of such claim and Licensor
does not take reasonable actions to vigorously defend such claims within
ten (10) days of such notice, Licensee may defend such actions in the
place and stead of, and at the expense of, Licensor, with Licensee being
entitled to reimbursement of the costs reasonably incurred in so doing
and/or to deduct such costs from outstanding and/or future Royalty
payments.
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(iii)
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Subject
to paragraphs (i) and (ii) of this Section 8, Licensee agrees to indemnify
Licensor from any and all Losses which Licensor or any of its respective
officers or directors may become liable for as a result of, or in
connection with, any third party claim asserted against Licensor to the
extent such claim is based upon Licensee’s operation or exploitation of
the Technology within the Use, or Licensee’s use of the Technology in
material breach of this Agreement. Licensor agrees that
Licensee has the right to defend the foregoing claims; provided that
if Licensor has notified Licensee in writing of such claim and Licensee
does not take reasonable actions to vigorously defend such claims within
ten (10) days of such notice, Licensor may defend such actions in the
place and stead of, and at the expense of,
Licensee.
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(iv)
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If
the Technology or any portion thereof is held to constitute an
infringement of another Person’s rights, and use thereof is enjoined,
Licensor shall, at its election and expense,
either:
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a.
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procure
the right to use the infringing element of the Technology;
or
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b.
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replace
or modify the element of the Technology, so that the infringing portion is
no longer infringing and still performs the same function without any
material loss of functionality; and
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c.
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make
every reasonable effort to correct the situation with minimal effect upon
the operations of Licensee.
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(v)
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Notwithstanding
the foregoing, Licensor shall have no liability for any claim of
infringement based on Use of other than a current, unaltered release of
the Technology available from Licensor if such infringement would have
been avoided by the use of a current, unaltered release of the
Technology.
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10.
CONFIDENTIALITY.
Each of Licensor and Licensee shall use reasonable efforts (and, in any event,
efforts that are no less than the efforts used to protect its own Confidential
Information) to protect from disclosure such information that is the
Confidential Information of the other. Each of Licensor and Licensee shall
divulge such Confidential Information only to its employees or agents who
require access to it for the purposes of this Agreement or as otherwise provided
in this Agreement. Each of Licensor and Licensee (the “Indemnifying
Party”) agree to indemnify the other (the “Indemnified
Party”) for all Losses incurred by the Indemnified Party as a result of a
failure of the Indemnifying Party to comply with its obligations under this
section 9; provided that the
Indemnified Party has given prompt notice of any such claim and, to the extent
that a claim may lie against a third party for the unauthorized disclosure of
such Confidential Information, the right to control and direct the
investigation, preparation, action and settlement of each such claim; and
further provided that the
Indemnified Party reasonably co-operates with the Indemnifying Party in
connection with the foregoing and provides the Indemnifying Party with all
information in the Indemnified Party’s possession related to such claim and such
further assistance as reasonably requested by the Indemnifying
Party.
11. LIMITATION
OF LIABILITY. The limitation of liability provisions of this
Agreement reflect an informed voluntary allocation of the risks (known and
unknown) that may exist in connection with the licensing of the Technology
hereunder by Licensor, and such voluntary risk allocation represents a
material part of the Agreement reached between Licensor and
Licensee.
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(A)
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THE
TECHNOLOGY IS NOT GUARANTEED AND IS PROVIDED “AS IS”, AND LICENSOR GIVE NO
OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO UNINTERRUPTED OR
ERROR FREE OPERATION, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR
PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE, OR FROM A COURSE OF
DEALING OR USAGE OF TRADE.
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(B)
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IN
NO EVENT SHALL LICENSOR OR LICENSEE, OR THEIR RESPECTIVE AFFILIATES AND
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE TO
THE OTHER PARTY FOR ANY CLAIM FOR: (i) PUNITIVE, EXEMPLARY, OR AGGRAVATED
DAMAGES, (ii) DAMAGES FOR LOSS OF PROFITS OR REVENUE, FAILURE TO REALIZE
EXPECTED SAVINGS OR LOSS OF USE; (iii) INDIRECT, CONSEQUENTIAL OR SPECIAL
DAMAGES; (iv) CONTRIBUTION, INDEMNITY OR SET-OFF IN RESPECT OF ANY CLAIMS
AGAINST LICENSEE; (v) ANY DAMAGES WHATSOEVER RELATING TO THIRD-PARTY
PRODUCTS OR SERVICES; OR (vi) ANY DAMAGES WHATSOEVER RELATING TO
INTERRUPTION, DELAYS, ERRORS OR
OMISSIONS.
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12.
TERM AND TERMINATION. The term of this
Agreement shall be in perpetuity provided that all royalties owed to the
Licencee are current on the anniversary of this Agreement unless terminated by
Licensee in writing not less than thirty (30) days prior to the expiration of
the Initial Term or any Renewal Term (the “Term”).
Either
Party shall have the right on prior written notice to the other Party to
terminate this Agreement if:
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(i)
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the
other Party fails to pay an amount to the other when due hereunder and
such breach is not cured within thirty (30) days after written notice of
such breach is given to it by the other
Party;
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(ii)
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the
other Party files a voluntary, or consents to an involuntary, petition in
bankruptcy or insolvency or petitions for reorganization under any
bankruptcy law (and such is not dismissed within ten (10)
days);
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(iii)
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there
is an order, judgment or decree by a court of competent jurisdiction, upon
the application of a creditor, approving a petition seeking reorganization
or appointing a receiver, trustee or liquidator of all or a substantial
part of the other Party’s assets and such order, judgment or decree
continues in effect for a period of thirty (30) consecutive days;
or
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(iv)
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the
other Party fails to perform any of the other material obligations set
forth in this Agreement and such default: (i) in the case of a default
which is remediable continues for a period of thirty (30) days after
written notice of such failure has been given by the non-defaulting Party;
or (ii) in the case of a non-remediable default, immediately upon
notice.
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Upon the
termination or expiry of this Agreement, pursuant to its terms:
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a)
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Licensee
shall immediately deliver to Licensor any of Licensor’s Confidential
Information provided hereunder (including the Technology and
Documentation) then in its possession or control, if any, and shall
deliver a certificate of an officer of Licensee certifying the
completeness of same;
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b)
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Licensee
shall refrain from further use of such Confidential Information;
and
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c)
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Licensee
shall forthwith pay all sums owing to Licensor
hereunder.
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Nothing
in this section 11 shall limit either Party’s rights or remedies available at
law, in equity or otherwise.
12. SURVIVAL. The applicable provisions of
sections 6 through 11 shall survive the expiry or termination of this
Agreement.
13. FORCE MAJEURE. Dates and times by which
any Party is required to render performance under this Agreement shall be
automatically postponed to the extent and for the period that Licensor is
prevented from meeting them by reason of any cause beyond its reasonable
control; provided that such
Party notifies Licensee of the commencement and nature of such cause and uses
its reasonable efforts to render performance in a timely manner.
14. ASSIGNMENT. Either Party may assign its
rights and obligations under this Agreement, in whole or in part, to another
party subject to providing prior written notice of such assignment to the other
Party.
15. GOVERNING
LAW. This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and federal laws of Canada applicable
therein. The Parties submit to the exclusive jurisdiction of the courts of
located in Toronto, Ontario.
16. AMENDMENTS
AND WAIVERS. This Agreement may not be modified unless agreed to in
writing by both Parties. Any consent by a Party to, or waiver of a breach by the
other, whether express or implied, shall not constitute a consent to or waiver
of or excuse for any other different or subsequent breach unless such
waiver or consent is in writing and signed by the Party claimed to have waived
or consented. Except as otherwise provided herein, no term or provision hereof
shall be deemed waived and no breach excused.
17. SEVERABILITY. If any part of this
Agreement is held to be unenforceable or invalid, it will be severed from the
rest of this Agreement, which shall continue in full force and
effect.
18. ENTIRE
AGREEMENT. This Agreement and any schedules or other documents referred
to herein, constitutes the entire agreement between the Parties relating to the
licensing of the Technology and supersedes all prior written or oral agreements,
representations and other communications between the Parties, and shall enure to
the benefit of and be binding upon each of the Parties and their respective
successors and permitted assigns.
IN
WITNESS WHEREOF, the Parties by their duly authorized officers, have
executed this Agreement as of the Effective Date set out above.
SIGNATURES
LACEY
HOLDINGS LIMITED
_______________________________
Per:
Title:
President
ELEMENTAL
PROTECTIVE COATINGS CORP
By: /s/
Xxxx Xxxxxx
----------------------------------------
Xxxx
Xxxxxx, Chief Executive Officer
LACEY
HOLDINGS LIMITED
By: /s/
Xxxxx Xxxxxxx
----------------------------------------
Xxxxx
Xxxxxxx, Chief Executive Officer
Schedule
A - Description of the Technology
Statistical
models sensitized to biogeographic areas of the world following the IPCC 2006,
chapter 4 guidelines consolidated into spreadsheets, equations for the
determination of carbon offsets from biological ecosystems including
: allometric equations for determining carbon content from bulk volumes of
biomass, determining carbon offset potential based on carbon content, modeling
permanence risk factors based fire return intervals (fire frequencies) and
leakages “The Technology”. The Technology has been sensitized to
permit modifications to incorporate methodologies from 9 groups of protocols
currently used in carbon trading, wordwide:
Alberta-based
Offset Credit System
British
Columbia Emission Offset Regulation
California
Global Warming Solutions Act of 2006 (AB 32)
Clean
Development Mechanism (CDM)
Gold
Standard
ISO
14064-2; 14064-3; 14065
Offsets
Quality Initiative (OQI)
Oregon
Offset Standard
Regional
Greenhouse Gas Initiative (RGGI)
Voluntary
Carbon Standard (VCS 2007)
World
Business Council for Sustainable
Development
and World
Resources
Institute
(WBCSD/WRI)
GHG Protocol for Project Accounting
