FOR LICENSING, JOINT VENTURE AGREEMENT, AND MANUFACTURING AGREEMENT
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INTERNAL
HYDRO INTERNATIONAL, INC.
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AGREEMENT
The
following represents a Agreement between Internal Hydro International, a
publicly traded Florida corporation, (IHDR), and Xxxxxxx Xxxxxxxx, through
the
private Florida Corporation, Regent Machine Products, LLC, that seeks to bind
the parties to a comprehensive joint venture agreement and technology sharing
agreement with the following goals, terms and conditions to be finalized in
a
final agreement executed upon successful completion and testing of the prototype
otherwise known for purposes of this agreement as the Energy Commander V or
Hydrocam system.
Whereas
Regent has developed a technology which, based upon earlier work done on behalf
of IHDR, is a modification, and improvement upon the Energy Commander
technology; which can further be described as a positive displacement water
driven rotary cylinder engine.
Whereas
IHDR is a publicly traded Florida corporation engaged in the development,
manufacture, marketing, operations, administration and sales of renewable,
alternative energy with access to other renewable energy and ecologically
friendly technologies and
Whereas
IHDR desires and is capable to manage the purchase, contracting, and oversight
of certain of the technology above, or has the ability to acquire such expertise
under it’s control, and
Whereas
IHDR has materially assisted Regent with the inspiration, and endeavor of the
above technology,
Whereas
IHDR seeks all exclusive rights for the above technology, on a global scale,
for
all of the above services, and seeks to have a strategic partnership with
Regent,
The
parties desire to be bound, in principle, to the following intended
obligations:
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1. IHDR
shall deliver Regent, or their designee(s) the sum of seven million four
hundred thousand (7,400,000) shares of IHDR stock upon promise of delivery
of a
useable plan or unit which will result in a final production value positive
displacement energy source unit. Such purchase shall include the current 12
cylinder, 1 inch cylinder prototype as IHDR property. An additional amount
of
two hundred fifty thousand (250,000) shares of IHDR stock, upon the fielding
of
the first ten production units of such related energy units. Such shares as
issued in from the first traunche shall exist under the voting power of Regent
Machine Products management for the period of the deployment of the first ten
units. Upon the deployment of the first ten units as encompassed below, the
share voting power shall be transferred to Xxxxxxx Xxxxxxxx.
2. As
tangential payment IHDR shall cause to be delivered to Regent, their designee(s)
a sum of IHDR S-8 stock equal to one hundred thousand (100,000) shares.
3. IHDR
shall pay to Regent the sum of $150,000.00 over a period of eighteen (18)
months, with said payments to commence within 30 days of execution of said
agreement.
4. IHDR,
shall, within its abilities, provide all engineering, marketing, and resources
for the commercial production, sale, lease, or other matter of domestic or
global marketing of the above described energy unit. IHDR also desires to employ
Xxxxxxxx on a weekly full or part time basis for production, manufacturing,
application study, and further product development of such technologies. Said
compensation shall be at a rate of $1,500.00 per week. Additionally, $60,000
per
year bonus on a guaranteed basis after the production of the first 100 power
units.
5. IHDR
shall, within its abilities, provide the patenting work for the energy unit
described herein. IHDR shall hold the rights to such patent on a world-wide
basis, while the patent shall be issued in the inventors name, Xxxxxxx Xxxxxxxx,
it shall be assigned to IHDR for worldwide use in all uses.
6. Regent,
or its designee(s) shall receive a five percent (5%) net royalty from any and
all revenue sources produced from such energy units under this agreement up
to
one hundred million dollars ($100,000,000.00).
7. Regent
shall provide a working prototype, drawings, material plans, and expertise
necessary for IHDR to go forward with the above described plan. Such expertise
shall include use of the current prototype by IHDR manufacturing partners,
including in Italy, for production of the unit. Regent, and Xxxxxxxx in
particular agrees that he will commit to travel to Italy or other location,
on
full employment and expenses of IHDR during such period of time, with bonus
money. Said commitment shall be with the current or most current plans, and
prototype produced by Regent, within 30 days of request by
IHDR.
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8. IHDR
shall compensate Xxxxx X. Xxxxxx for his support of this project, including
cash
payment or share distribution commensurate with such support. Such compensation
shall include, 2,500,000 shares upon the production of said first ten
units.
9. Regent
shall grant IHDR the exclusive right to market, sell, manufacture the new low
impact hydro energy process as defined in this contract, to lease or otherwise
use in whatever manner is within its business plan, said energy
unit.
10. IHDR
shall gain rights on basis of first refusal, or as part of fulfilling said
agreement terms from four other inventions of Xxxxxxxx, to include the
Hydrovein, Hydropropulsor, Hydroreciprocating, and thermalmat, which shall
be
the property of Xxxxxxxx, except as negotiated by the parties.
Assignment:
This
agreement will survive to any successors or assigns of any party to it
and shall be binding upon such successors and assigns unless
relieved of such obligation in writing by the other parties.
Attorney’s
Fees, Venue and Choice of Laws:
In
the
event of the failure of the transaction contemplated by this Agreement, each
party shall bear its own attorney-s fees and costs. In the event that Regent
shall fail to perform under this agreement, IHDR shall be entitled to retain
the
initial stock issuance and contract provided funds as liquidated damages. Venue
for any such action shall lay in the Circuit Court, Thirteenth Judicial Circuit
in Hillsborough County, Florida. In the event of breach of such agreement by
either party, the prevailing party shall be entitled to costs and attorneys
fees. The applicable law shall be applicable Florida Law.
Noncontravention.
The
execution of this Agreement by Regent and the consummation of the transactions
contemplated hereby will not result in the breach of any term or provision
of,
or constitute a default under, any provision or restrictions of any indenture,
agreement, contract or other instrument or any judgment, order, or decree to
which Triton is a party or by which it is bound except as set forth below,
or
will it conflict with any provisions or the Articles of Incorporation or Bylaws
of Triton.
Noncircumvention.
Regent
agrees that it shall not negotiate with, or enter into any agreement of any
kind
for the product described herein, except under the direction or permission
or,
or by IHDR.
Performance
by IHDR.
IHDR
shall have a period of one year (1) to begin substantial performance of the
marketing, sale, and production capacity of this product defined under this
agreement.
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Lack
of Litigation.
There
are no suits, regulatory actions, investigations or proceedings at law or in
equity, pending or threatened against or affecting Regent’s operation or ability
of it’s technology systems to be built or operated as set forth in this
agreement.
Laws
and Regulations.
IHDR and
Regent represent that they have, or will, comply with all laws, rules,
regulations and ordinances relating to or affecting the conduct of its
operations and technology, and that it has or has the ability to possess or
procure appropriate licenses and permits required for the operation of the
possesses and holds all licenses and permits required in its business by
federal, state or local authorities. Regent has the obligation under this
Agreement to obtain all appropriate and necessary licensing, permits and other
regulatory actions to make such plants fully functional and operational on
a
reasonable basis.
Intellectual
Property.
Regent
hereby affirms to IHDR, and IHDR hereby affirms to Regent that each party holds
all intellectual rights and appropriate patents to the their technologies,
or
the rights to use under appropriate agreements, or will receive such rights
in a
reasonable fashion, and recognizes the derivative nature of such technology.
Both parties further assure and guarantee to the other that they will take
all
actions necessary to keep, protect and defend such intellectual property rights,
including further patents, and prosecution of any infringement upon its
intellectual rights.
Assistance
With Sales of Byproducts:
Regent
takes the affirmative duty to provide to IHDR all leads and assistance with
sales of all by products produced or provided under this Agreement which IHDR
shall have at its access.
Limitation
of Liability .
NEITHER
PARTY NOR ANY OF ITS INDEMNIFIED PERSONS SHALL BE LIABLE TO THE OTHER PARTY
OR
ITS INDEMNIFIED PERSONS FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR
CONSEQUENTIAL DAMAGES, OR LOSSES OR DAMAGES FOR LOST REVENUE OR LOST PROFITS,
WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH, THIS
AGREEMENT. Such Limitations of liability shall be included in all AGREEMENTS,
WHICH Triton or ihdr enters into involving the system.
Regent
hereby agrees to indemnify, defend and hold harmless IHDR, its affiliates and
all officers, directors, employees and agents thereof from all liabilities,
claims, damages, losses, costs, expenses, demands, suits and actions (including
without limitation attorneys' fees, expenses and settlement costs)
(collectively, "Damages") arising out of or related to any use or operation
of
any Product to Customer, which was not completed in accord with IHDR’s
published, established provisions, guidelines and procedures as supplied
appropriately and accurately by IHDR.
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Regent
hereby agrees to indemnify, defend and hold harmless IHDR, its affiliates and
all officers, directors, employees and agents thereof from all damages arising
out of: (i) Regent's breach of this Agreement; (ii) Regent's failure to comply
with relevant laws and regulations; and (iii) Regent's reselling of the Products
infringing on the intellectual property rights of third parties or constituting
a misappropriation of any third party's trade secrets; provided, however, that
Regent shall notify IHDR of any such information immediately.
Regent's
liability arising out of the manufacture, sale or supplying of the products
or
their use or disposition, whether based upon warranty, contract, tort or
otherwise, shall not exceed the actual purchase price paid by Regent for the
products if such use is within reasonable standards.
In
no
event shall IHDR be liable to Regent or any other person, client, or entity
for
special, incidental or consequential damages (including, but not limited to,
loss of profits, loss of data or loss of use damages) arising out of the
manufacture, sale or supplying of the products, even if IHDR has been advised
of
the possibility of such damages or losses. All such disclaimers herein, shall
be
part of all contracts executed by Triton with all contractors.
FORCE
MAJEURE
Either
party's performance under this agreement is subject to acts of God, war
(declared or undeclared), government regulation, terrorism, disaster, strikes,
civil disorder, curtailment of transportation facilities, or similar occurrence
beyond the party's control, making it impossible, illegal, or commercially
impracticable for one or both parties to perform its obligations under this
agreement, in whole or in part. Either party may terminate this agreement
without liability for any one or more of such reasons upon written notice to
the
other party within ninety (90) days of such occurrence or receipt of notice
of
any of the above occurrences.
Termination
This
agreement may be terminated upon a reasonable condition basis as generally
accepted for performance and all other conditions of the Uniform Commercial
Code. All other termination shall occur with all parties agreeing to best
efforts conciliation before termination. Termination notice must be given with
90 days notice to the other party in writing, certified delivery.
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Notices.
All notices shall be provided by U.S. Mail certified mailing, or by other
commercially trackable and verified delivery to the following
addresses:
For
Regent to:
0000
X. Xxxxxxxx Xxx.
Xxxxx,
XX 00000
For
IHDR
to:
000X
X. Xxxxxx Xxxxxx Xxxx Xxxx. __
Xxxxx,
XX 00000
14. Full
Disclosure.
Neither
this Agreement nor any other instrument furnished to IHDR by or on behalf of
Regent contains any untrue statement of a material fact or omits to state a
material fact necessary to make any statements made not misleading, and there
is
no fact that materially and adversely affects, or foreseeably may materially
and
adversely affect, IHDR’s financial condition, liabilities, business, ability to
perform or assets that have not been disclosed herein or in any other
instrument.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement as of the date hereof, which for
all
purposes of this Agreement shall be the date first written above.
No
corporation, or other business association shall be construed as being created
by this joint venture.
WITNESSED
THIS 12th
DAY OF
OCTOBER, 2005
Regent: IHDR:
| /s/ Xxxx Xxxxxxxx | /s/ Xxxxx X. Xxxxxxx | ||
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| By:
Xxxx Xxxxxxxx Title: President |
By:
Xxxxx X. Xxxxxxx Title: Acting CEO More Title |
| /s/ Xxxxxxx Xxxxxxxx | |||
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| By:
Xxxxxxx Xxxxxxxx Title: President |
